Exhibit 4.3.1


 


 


THE KROGER CO.

TO

U.S. BANK NATIONAL ASSOCIATION

(formerly known as Firstar Bank, N.A.)

Trustee


 


______________


 


FORTY-NINTH SUPPLEMENTAL INDENTURE

Dated as of January 12, 2021

TO

INDENTURE

Dated as of June 25, 1999


 


_______________


 


1.700% SENIOR NOTES DUE 2031


 


 



     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE ONE DEFINITIONS	2
	 	 	 
	Section 101.	Definitions	2
	 	 	 
	ARTICLE TWO SECURITY FORMS	5
	 	 	 
	Section 201.	Form of Securities of this Series	5
	 	 	 
	Section 202.	Form of Face of Security	5
	 	 	 
	Section 203.	Form of Reverse of Security	8
	 	 	 
	ARTICLE THREE THE SERIES OF SECURITIES	12
	 	 	 
	Section 301.	Title and Terms	12
	 	 	 
	ARTICLE FOUR MODIFICATIONS AND ADDITIONS TO THE INDENTURE	14
	 	 	 
	Section 401.	Modifications to the Consolidation, Merger, Conveyance, Transfer or Lease Provisions	14
	 	 	 
	Section 402.	Other Modifications	15
	 	 	 
	Section 403.	Additional Covenants; Defeasance and Covenant Defeasance	15
	 	 	 
	Section 404.	Redemption of Securities	24
	 	 	 
	ARTICLE FIVE MISCELLANEOUS	25
	 	 	 
	Section 501.	Miscellaneous	25



 






    - i -


     


    

 


FORTY-NINTH SUPPLEMENTAL
INDENTURE, dated as of January 12, 2021, between The Kroger Co., a corporation duly organized and existing under the laws
of the State of Ohio (herein called the “Company”), having its principal office at 1014 Vine Street, Cincinnati, Ohio
45202 and U.S. Bank National Association (formerly known as Firstar Bank, N.A.), a banking corporation duly organized and existing
under the laws of the State of Ohio, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has heretofore
executed and delivered to the Trustee an Indenture dated as of June 25, 1999 (the “Indenture”), providing for
the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein and
therein called the “Securities”), to be issued in one or more series as in the Indenture provided.


 


Section 201 of the
Indenture permits the form of the Securities of any series to be established pursuant to an indenture supplemental to the Indenture.


 


Section 301 of the
Indenture permits the terms of the Securities of any series to be established in an indenture supplemental to the Indenture.


 


Section 901(7) of
the Indenture provides that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures supplemental to the Indenture for the purpose of establishing
the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Indenture.


 


The Company, pursuant
to the foregoing authority, proposes in and by this Forty-Ninth Supplemental Indenture to establish the terms and form of the Securities
of a new series and to amend and supplement the Indenture in certain respects with respect to the Securities of such series.


 


All things necessary
to make this Forty-Ninth Supplemental Indenture a valid agreement of the Company, and a valid amendment of and supplement to the
Indenture, have been done.


 


NOW, THEREFORE, THIS
FORTY-NINTH SUPPLEMENTAL INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities of the series to be created hereby, as follows:


 






     


     


    

 


ARTICLE ONE


 


DEFINITIONS


 


Section 101.         Definitions.


 


(a) For all purposes of this Forty-Ninth Supplemental
Indenture:


 


(1)            Capitalized
terms used herein without definition shall have the meanings specified in the Indenture;


 


(2)            All
references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this
Forty-Ninth Supplemental Indenture and, where so specified, to the Articles and Sections of the Indenture as supplemented by this
Forty-Ninth Supplemental Indenture; and


 


(3)            The
terms “hereof”, “herein”, “hereby”, “hereto”, “hereunder” and “herewith”
refer to this Forty-Ninth Supplemental Indenture.


 


(b) For all purposes
of the Indenture and this Forty-Ninth Supplemental Indenture, with respect to the Securities of the series created hereby, except
as otherwise expressly provided or unless the context otherwise requires:


 


“Adjusted
Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption Date.


 


“Attributable
Debt” means, in connection with a Sale and Lease-Back Transaction, as of any particular time, the aggregate of present values
(discounted at a rate per annum equal to the interest rate borne by the Securities of the series created by this Forty-Ninth Supplemental
Indenture) of the obligations of the Company or any Restricted Subsidiary for net rental payments during the remaining primary
term of the applicable lease, calculated in accordance with generally accepted accounting principles. The term “net rental
payments” under any lease for any period shall mean the sum of the rental and other payments required to be paid in such
period by the lessee thereunder, not including, however, any amounts required to be paid by such lessee (whether or not designated
as rental or additional rental) on account of maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates,
operating and labor costs or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by
such lessee thereunder contingent upon the amount of sales, maintenance and repairs, reconstruction, insurance, taxes, assessments,
water rates or similar charges.


 






     2


     


    

 


“Business
Day” means any day other than a Saturday or Sunday or a day on which banking institutions in New York City or Cincinnati,
Ohio are authorized or obligated by law or executive order to close.


 


“Capital
Lease” means any lease of property which, in accordance with generally accepted accounting principles, should be capitalized
on the lessee’s balance sheet or for which the amount of the asset and liability thereunder as if so capitalized should be
disclosed in a note to such balance sheet; and “Capitalized Lease Obligation” means the amount of the liability which
should be so capitalized or disclosed.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by a Quotation Agent as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities
(the maturity date of the Securities will be deemed to be October 15, 2030 for this purpose).


 


“Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations,
after excluding the highest and lowest such Reference Treasury Dealer Quotations for such Redemption Date, or (ii) if the
Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Consolidated
Net Tangible Assets” means, for the Company and its Subsidiaries on a consolidated basis determined in accordance with generally
accepted accounting principles, the aggregate amounts of assets (less depreciation and valuation reserves and other reserves and
items deductible from gross book value of specific asset accounts under generally accepted accounting principles) which under generally
accepted accounting principles would be included on a balance sheet after deducting therefrom (a) all liability items except
deferred income taxes, commercial paper, short-term bank Indebtedness, Funded Indebtedness, other long-term liabilities and shareholders’
equity and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles,
which in each case would be so included on such balance sheet.


 


“Funded
Indebtedness” means any Indebtedness maturing by its terms more than one year from the date of the determination thereof,
including (i) any Indebtedness having a maturity of 12 months or less but by its terms renewable or extendible at the option
of the obligor to a date later than 12 months from the date of the determination thereof and (ii) rental obligations payable
more than 12 months from the date of determination thereof under Capital Leases (such rental obligations to be included as Funded
Indebtedness at the amount so capitalized at the date of such computation and to be included for the purposes of the definition
of Consolidated Net Tangible Assets both as an asset and as Funded Indebtedness at the amount so capitalized).


 






     3


     


    

 


“Non-Restricted
Subsidiary” means any Subsidiary that the Company’s Board of Directors has in good faith declared pursuant to a written
resolution not to be of material importance, either singly or together with all other Non-Restricted Subsidiaries, to the business
of the Company and its consolidated Subsidiaries taken as a whole.


 


“Operating
Assets” means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing
equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company
or a Restricted Subsidiary.


 


“Operating
Property” means all real property and improvements thereon owned or leased pursuant to Capital Leases by the Company or a
Restricted Subsidiary and constituting, without limitation, any store, warehouse, service center or distribution center wherever
located, provided that such term shall not include any store, warehouse, service center or distribution center which the Company’s
Board of Directors declares by written resolution not to be of material importance to the business of the Company and its Restricted
Subsidiaries.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company, which shall initially be U.S. Bancorp Investments, Inc.


 


“Par
Call Date” has the meaning set forth in Section 1101 of the Indenture.


 


“Reference
Treasury Dealer” means (i) U.S. Bancorp Investments, Inc., BofA Securities, Inc. and Citigroup Global Markets
Inc., and their successors; provided, however, that if any of the foregoing is not or shall cease to be a primary U.S. Government
securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary
Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business
Day preceding such Redemption Date.


 






     4


     


    

 


“Restricted
Subsidiaries” means all Subsidiaries other than Non-Restricted Subsidiaries.


 


“Sale
and Lease-Back Transaction” has the meaning specified in Section 1010.


 


“Subsidiary”
means (i) any corporation or other entity of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly
owned by the Company and/or one or more Subsidiaries or (ii) any partnership of which more than 50% of the partnership interest
is owned by the Company or any Subsidiary.


 


ARTICLE TWO


 


SECURITY
FORMS


 


Section 201.         Form of
Securities of this Series.


 


The Securities of this series shall be in
the form set forth in this Article.


 


Section 202.         Form of
Face of Security.


 


This Security is a Global
Security 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 Security is not exchangeable for Securities registered in the name of a Person other than the Depositary
or its nominee except in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer
of this Security 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 the limited circumstances described in the Indenture.


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to The
Kroger Co. or its agent for registration of transfer, exchange, or payment, and any certificate 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 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.


 






     5


     


    

 


No.


 


THE KROGER CO.


 


1.700% Senior Notes due 2031


 


	CUSIP No. 	501044DQ10	 
	ISIN No.	US501044DQ10	$


 


The Kroger Co., a corporation
duly organized and existing under the laws of the State of Ohio (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to      ,
or registered assigns, the principal sum of $        on January 15, 2031 and to pay
interest thereon from January 12, 2021, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on January 15 and July 15 in each year, commencing July 15, 2021 at the rate of interest
of 1.700% per annum until the principal hereof is paid or made available for payment. Interest on the Security will be computed
on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 1
and July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Payment of the principal
of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that
purpose in Cincinnati, Ohio, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


 


In the case where any
Interest Payment Date or the maturity date of this Security does not fall on a Business Day, payment of interest or principal otherwise
payable on such day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect
as if made on such Interest Payment Date or the maturity date of this Security.


 


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


 






     6


     


    

 


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


 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its corporate seal.


 


Dated: January 12, 2021


 


	 	 	THE KROGER CO.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 
	Attest:	 	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 


 


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


 


	 	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Trustee
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Authorized Officer
	 	 	 
	Attest:	 	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 



 






     7


     


    

 


Section 203.         Form of
Reverse of Security.


 


This Security is one
of a duly authorized issue of Securities of the Company (the “Securities”) issued and to be issued under an Indenture
dated as of June 25, 1999, as supplemented by the First Supplemental Indenture dated as of June 25, 1999, the Second
Supplemental Indenture dated as of June 25, 1999, the Third Supplemental Indenture dated as of June 25, 1999, the Fourth
Supplemental Indenture dated as of September 22, 1999, the Fifth Supplemental Indenture dated as of September 22, 1999,
the Sixth Supplemental Indenture dated as of September 22, 1999, the Seventh Supplemental Indenture dated as of February 11,
2000, the Eighth Supplemental Indenture dated as of February 11, 2000, the Ninth Supplemental Indenture dated as of August 21,
2000, the Tenth Supplemental Indenture dated as of May 11, 2001, the Eleventh Supplemental Indenture dated as of May 11,
2001, the Twelfth Supplemental Indenture dated as of August 16, 2001, the Thirteenth Supplemental Indenture dated as of April 3,
2002, the Fourteenth Supplemental Indenture dated as of June 17, 2002, the Fifteenth Supplemental Indenture dated as of January 28,
2003, the Sixteenth Supplemental Indenture dated as of December 20, 2004, the Seventeenth Supplemental Indenture dated as
of August 15, 2007, the Eighteenth Supplemental Indenture dated as of January 16, 2008, the Nineteenth Supplemental Indenture
dated as of March 27, 2008, the Twentieth Supplemental Indenture dated as of March 27, 2008, the Twenty-First Supplemental
Indenture dated as of November 25, 2008, the Twenty-Second Supplemental Indenture dated as of October 1, 2009, the Twenty-Third
Supplemental Indenture dated as of July 13, 2010, the Twenty-Fourth Supplemental Indenture dated as of January 19, 2012,
the Twenty-Fifth Supplemental Indenture dated as of April 16, 2012, the Twenty-Sixth Supplemental Indenture dated as of April 16,
2012, the Twenty-Seventh Supplemental Indenture dated as of July 25, 2013, the Twenty-Eighth Supplemental Indenture dated
as of July 25, 2013, the Twenty-Ninth Supplemental Indenture dated as of December 23, 2013, the Thirtieth Supplemental
Indenture dated as of December 23, 2013, the Thirty-First Supplemental Indenture dated as of December 23, 2013, the Thirty-Second
Supplemental Indenture dated as of December 23, 2013, the Thirty-Third Supplemental Indenture dated as of January 30,
2014, the Thirty-Fourth Supplemental Indenture dated as of October 28, 2014, the Thirty-Fifth Supplemental Indenture dated
as of January 15, 2016, the Thirty-Sixth Supplemental Indenture dated as of January 15, 2016, the Thirty-Seventh Supplemental
Indenture dated as of January 15, 2016, the Thirty-Eighth Supplemental Indenture dated as of October 3, 2016, the Thirty-Ninth
Supplemental Indenture dated as of October 3, 2016, the Fortieth Supplemental Indenture dated as of October 3, 2016,
the Forty-First Supplemental Indenture dated as of January 24, 2017, the Forty-Second Supplemental Indenture dated as of July 24,
2017, the Forty-Third Supplemental Indenture dated as of July 24, 2017, the Forty-Fourth Supplemental Indenture dated as of
July 24, 2017, the Forty-Fifth Supplemental Indenture dated as of January 14, 2019, the Forty-Sixth Supplemental Indenture
dated as of January 14, 2019, the Forty-Seventh Supplemental Indenture dated as of January 13, 2020, the Forty-Eighth
Supplemental Indenture dated as of April 28, 2020 and the Forty-Ninth Supplemental Indenture dated as of January 12,
2021 (as so supplemented, herein called the “Indenture”), each between the Company and Firstar Bank, N.A. (now known
as U.S. Bank National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount to $500,000,000.


 


The Company may from
time to time, without notice to or consent of the registered holders of the Securities issue further Securities (“Additional
Securities”). The Additional Securities will rank equal with the Securities in all respects (or in all respects other than
the payment of interest accruing prior to the issue date of the Additional Securities, or except for the first payment of interest
following the issue date of the Additional Securities). The Additional Securities may be consolidated and form a single series
with the Securities and may have the same terms as to status, redemption, or otherwise, as the Securities.


 



     8


     


    

 


The Securities will be
redeemable, in whole or in part, at the option of the Company at any time. If the Securities are redeemed prior to October 15,
2030 (the “Par Call Date”), the redemption price will be equal to the greater of (i) 100% of the principal amount
of such Securities and (ii) as determined by a Quotation Agent, the sum of the present values of (1) the principal amount
of the Securities being redeemed and (2) the remaining scheduled payments of interest thereon (not including any portion of
such payments of interest accrued and unpaid as of the date of redemption) from the redemption date to the Par Call Date discounted
to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury
Rate plus 15 basis points plus, in each case, accrued and unpaid interest thereon to the date of redemption. If the Securities
are redeemed on or after the Par Call Date, the redemption price will be equal to 100% of the principal amount of such Securities,
plus accrued and unpaid interest thereon to the date of redemption.


 


Notice of any redemption
will be mailed at least 15 days but not more than 60 days before the Redemption Date to each holder of the Securities to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue
on the Securities or portions thereof called for redemption.


 


If a Change of Control
Triggering Event occurs, unless the Company has exercised its right to redeem the Securities, Holders of Securities will have the
right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of their Securities pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control
Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased plus accrued
and unpaid interest, if any, on the Securities repurchased, to the date of purchase (the “Change of Control Payment”).
Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to any Change of Control,
but after the public announcement of the Change of Control, the Company shall mail a notice to Holders of Securities describing
the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase
the Securities on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the
date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures described herein and
in such notice. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to
purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice.
The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent that the provisions
of any securities laws or regulations conflict with the Change of Control provisions herein, the Company shall be required to comply
with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of
Control provisions herein by virtue of such conflicts.


 


On the Change of Control
Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Securities or portions of Securities properly
tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control
Payment in respect of all Securities or portions of Securities properly tendered; and (iii) deliver or cause to be delivered
to the Trustee the Securities properly accepted, together with an officers’ certificate stating the aggregate principal amount
of Securities or portions of Securities being purchased.


 






     9


     


    

 


“Below Investment
Grade Rating Event” means the Securities are rated below an Investment Grade Rating by each of the Rating Agencies (as defined
below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end
of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended
so long as the rating of the Securities is under publicly announced consideration for possible downgrade below investment grade
by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed
a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies
making the reduction in rating to which this definition would otherwise apply do not announce or publicly 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 applicable Change of Control (whether or not the applicable Change
of Control shall have occurred at the time of the Below Investment Grade Rating Event).


 


“Change of Control”
means the occurrence of any of the following: (1) the direct or indirect sale, 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 properties
or assets of the Company and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) other than the Company or one of its subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares
of the Company’s voting stock; or (3) the first day on which a majority of the members of the Company’s Board
of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change
of Control if (1) the Company becomes a wholly owned subsidiary of a holding company that has agreed to be bound by the terms
of the Securities and (2) the Holders of the voting stock of such holding company immediately following that transaction are
substantially the same as the Holders of the Company’s voting stock immediately prior to that transaction.


 


“Change of Control
Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 


“Continuing Directors”
means, as of any date of determination, members of the Board of Directors of the Company who (1) were members of such Board
of Directors on the date of original issuance of the Securities; or (2) were nominated for election or elected to such Board
of Directors with the approval of a majority of the continuing directors under clause (1) or (2) of this definition who
were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of
the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to
such nomination).


 






     10


     


    

 


“Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by
S&P, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the
Company.


 


“Moody’s” means Moody’s Investors
Service, Inc.


 


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


 


“Rating Agencies”
means (1) each of Moody’s and S&P; and (2) if Moody’s or S&P ceases to rate the Securities or fails
to make a rating of the Securities publicly available for reasons outside of the Company’s control, a “nationally recognized
statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company (as certified
by a Board Resolution) as a replacement agency for Moody’s or S&P, or any of them, as the case may be.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of McGraw-Hill Financial, Inc.


 


The Indenture contains
provisions for defeasance at any time of (i) the entire indebtedness of this Security or (ii) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein.


 


If an Event of Default
shall occur and be continuing, the principal of all Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of 50% in aggregate principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As set forth in, and
subject to, the provisions of the Indenture, no Holder of any Security will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of
a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made
written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall
not have received from the Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with
such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations
do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (and premium, if any)
or any interest on this Security on or after the respective due dates expressed herein.


 






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No reference herein to
the Indenture and no provision of this Security 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 Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


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


 


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


 


Except where otherwise
specifically provided in the Indenture, 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 Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


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


 


ARTICLE THREE


 


THE
SERIES OF SECURITIES


 


Section 301.         Title
and Terms.


 


There shall be a series
of Securities designated as the “1.700% Senior Notes due 2031” of the Company. Their Stated Maturity shall be January 15,
2031, and they shall bear interest at the rate of 1.700% per annum.


 


Interest on the Securities
of this series will be payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2021, until
the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of
a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which shall be January 1 and July 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment Date.


 






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In the case where any
Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest
or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with
the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series.


 


The aggregate principal
amount of Securities of this series which may be authenticated and delivered under this Forty-Ninth Supplemental Indenture is
initially limited to $500,000,000, except for Securities authenticated and delivered upon registration or transfer of, or in exchange
for, or in lieu of, other Securities of this series pursuant to Section 304, 305 and 306 of the Indenture and except for
any Securities of this series which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated
and delivered under the Indenture. Notwithstanding the foregoing, the Company may from time to time, without notice to or consent
of the registered holders of the Securities issue further Securities (“Additional Securities”). The Additional Securities
will rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the
issue date of the Additional Securities, or except for the first payment of interest following the issue date of the Additional
Securities). The Additional Securities may be consolidated and form a single series with the Securities and may have the same
terms as to status, redemption, or otherwise, as the Securities.


 


The Securities of this
series will be represented by one or more Global Securities representing the entire $500,000,000 aggregate principal amount of
the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to
such Global Security or Global Securities will be The Depository Trust Company.


 


The Place of Payment
for the principal of (and premium, if any) and interest on the Securities of this series shall be the office or agency of the Company
in the City of Cincinnati, State of Ohio, maintained for such purpose, which shall be the Corporate Trust Office of the Trustee
and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.


 


The Securities of this
series are redeemable prior to maturity at the option of the Company as provided in this Forty-Ninth Supplemental Indenture.


 


The Securities of this
series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture
shall not be applicable to the Securities of this series.


 


The Securities of this
series are subject to defeasance at the option of the Company as provided in this Forty-Ninth Supplemental Indenture.


 






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ARTICLE FOUR


 


MODIFICATIONS
AND ADDITIONS TO THE INDENTURE


 


Section 401.          Modifications
to the Consolidation, Merger, Conveyance, Transfer or Lease Provisions.


 


With respect to the Securities
of this series, Section 801 of the Indenture shall be deleted in its entirety and the following shall be substituted therefor:


 


“Section 801. Covenant
Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions.


 


The Company
covenants that it will not merge with or into or consolidate with any corporation, partnership, or other entity or sell, lease
or convey all or substantially all of its assets to any other Person, unless (i) either the Company shall be the continuing
corporation, or the successor entity or the Person which acquires by sale, lease or conveyance all or substantially all the assets
of the Company (if other than the Company) shall be a corporation or partnership organized under the laws of the United States
of America or any State thereof or the District of Columbia and shall expressly assume all obligations of the Company under this
Indenture and the Securities of the series created by the Forty-Ninth Supplemental Indenture, including the due and punctual payment
of the principal of and interest on all the Securities of the series created by the Forty-Ninth Supplemental Indenture according
to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to
be performed or observed by the Company, by supplemental indenture in form satisfactory to the Trustee, executed and delivered
to the Trustee by such entity, and (ii) the Company, such person or such successor entity, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such
covenant or condition and, immediately after giving effect to such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing.


 


Section 802. Successor Substituted.


 


Upon any
consolidation of the Company with, or merger of the Company into, any other Person or any sale, lease or conveyance of all or substantially
all of the assets of the Company in accordance with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such sale, lease or conveyance is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.”


 






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Section 402.         Other
Modifications.


 


With respect to the Securities of this series,
the Indenture shall be modified as follows:


 


(a) The eighth paragraph
of Section 305 of the Indenture shall be modified by inserting “, and a successor Depositary is not appointed by the
Company within 90 days” at the end of clause (i) in such paragraph; and


 


(b) Section 401
of the Indenture shall be modified by adding to the end of such Section the following paragraph:


 


“For
the purpose of this Section 401, trust funds may consist of (A) money in an amount, or (B) U.S. Government Obligations
(as defined in Section 1304) which through the scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, the principal of, premium, if any, and each installment of interest on
the Securities of this series on the Stated Maturity of such principal or installment of interest on the day on which such payments
are due and payable in accordance with the terms of this Indenture and of such Securities of this series.”


 


Section 403.         Additional
Covenants; Defeasance and Covenant Defeasance.


 


(a)  With respect
to the Securities of this series, the following provisions shall be added as Sections 1009, 1010 and 1011 and as Article Thirteen
(Section references contained in these additional provisions are to the Indenture as supplemented by this Forty-Ninth Supplemental
Indenture):


 


“Section 1009. Limitations on Liens.


 


After the
date hereof and so long as any Securities of the series created by the Forty-Ninth Supplemental Indenture are Outstanding, the
Company will not issue, assume or guarantee, and will not permit any Restricted Subsidiary to issue, assume or guarantee, any Indebtedness
which is secured by a mortgage, pledge, security interest, lien or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof, and any agreement to give any of the foregoing) (each being hereinafter
referred to as a “lien” or “liens”) of or upon any Operating Property or Operating Asset, whether now owned
or hereafter acquired, of the Company or any Restricted Subsidiary without effectively providing that the Securities of the series
created by the Forty-Ninth Supplemental Indenture (together with, if the Company shall so determine, any other Indebtedness of
the Company ranking equally with the Securities) shall be equally and ratably secured by a lien on such assets ranking ratably
with and equal to (or at the Company’s option prior to) such secured Indebtedness; provided that the foregoing restriction
shall not apply to:


 


(a) liens
on any property or assets of any corporation existing at the time such corporation becomes a Restricted Subsidiary provided that
such lien does not extend to any other property of the Company or any of its Restricted Subsidiaries;


 






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(b) liens
on any property or assets (including stock) existing at the time of acquisition of such property or assets by the Company or a
Restricted Subsidiary, or liens to secure the payment of all or any part of the purchase price of such property or assets (including
stock) upon the acquisition of such property or assets by the Company or a Restricted Subsidiary or to secure any indebtedness
incurred, assumed or guaranteed by the Company or a Restricted Subsidiary for the purpose of financing all or any part of the purchase
price of such property or, in the case of real property, construction or improvements thereon or attaching to property substituted
by the Company to obtain the release of a lien on other property of the Company on which a lien then exists, which indebtedness
is incurred, assumed or guaranteed prior to, at the time of, or within 18 months after such acquisition (or in the case of real
property, the completion of construction (including any improvements on an existing asset) or commencement of full operation at
such property, whichever is later (which in the case of a retail store is the opening of the store for business to the public));
provided that in the case of any such acquisition, construction or improvement, the lien shall not apply to any other property
or assets theretofore owned by the Company or a Restricted Subsidiary;


 


(c) liens
on any property or assets to secure Indebtedness of a Restricted Subsidiary to the Company or to another Restricted Subsidiary;


 


(d) liens
on any property or assets of a corporation existing at the time such corporation is merged into or consolidated with the Company
or a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the assets of a corporation or firm as an
entirety or substantially as an entirety by the Company or a Restricted Subsidiary provided that such lien does not extend to any
other property of the Company or any of its Restricted Subsidiaries;


 


(e) liens
on any property or assets of the Company or a Restricted Subsidiary in favor of the United States of America or any State thereof,
or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or
in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant
to any contract or statute or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or any part of
the purchase price (or, in the case of real property, the cost of construction) of the property or assets subject to such liens
(including, but not limited to, liens incurred in connection with pollution control, industrial revenue or similar financings);


 


(f) liens
existing on properties or assets of the Company or any Restricted Subsidiary existing on the date hereof., provided
that such liens secure only those obligations which they secure on the date hereof or any extension, renewal or replacement thereof;


 


(g) any
extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, of any lien referred
to in the foregoing clauses (a) through (f), inclusive; provided that such extension, renewal or replacement shall be limited
to all or a part of the property or assets which secured the lien so extended, renewed or replaced (plus improvements and construction
on real property);


 






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(h) liens
imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehouseman’s,
vendors’, or other similar liens arising in the ordinary course of business of the Company or a Restricted Subsidiary, or
governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by the Company or
any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing liens;


 


(i) pledges,
liens or deposits under worker’s compensation laws or similar legislation and liens or judgments thereunder which are not
currently dischargeable, or in connection with bids, tenders, contracts (other than for the payment of money) or leases to which
the Company or any Restricted Subsidiary is a party, or to secure the public or statutory obligations of the Company or any Restricted
Subsidiary, or in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement
pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, appeal or customs
bonds to which the Company or any Restricted Subsidiary is a party, or in litigation or other proceedings such as, but not limited
to, interpleader proceedings, and other similar pledges, liens or deposits made or incurred in the ordinary course of business;


 


(j) liens
created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings,
including liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company
or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review or for which the time to make an
appeal has not yet expired; or final unappealable judgment liens which are satisfied within 30 days of the date of judgment; or
liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any
litigation or other proceeding to which the Company or such Restricted Subsidiary is a party;


 


(k) liens
for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty,
or which are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease; and
any other liens or charges incidental to the conduct of the business of the Company or any Restricted Subsidiary or the ownership
of the property or assets of any of them which were not incurred in connection with the borrowing of money or the obtaining of
advances or credit and which do not, in the opinion of the Company, materially impair the use of such property or assets in the
operation of the business of the Company or such Restricted Subsidiary or the value of such property or assets for the purposes
of such business; or


 


(1) liens
not permitted by clauses (a) through (k) above if at the time of, and after giving effect to, the creation or assumption
of any such lien, the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries secured by all such liens
not so permitted by clauses (a) through (k) above together with the Attributable Debt in respect of Sale and Lease-Back
Transactions permitted by paragraph (a) of Section 1010 does not exceed 10% of Consolidated Net Tangible Assets.


 






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Section 1010. Limitations on Sale and Lease-Back
Transactions.


 


After the
date hereof and so long as any Securities of the series created by the Forty-Ninth Supplemental Indenture are Outstanding, the
Company agrees that it will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing
for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such arrangement
involving a lease for a term, including renewal rights, for not more than three years and leases between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or
transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”),
unless:


 


(a) the
Company or such Restricted Subsidiary would, at the time of entering into a Sale and Lease-Back Transaction, be entitled to incur
Indebtedness secured by a lien on the Operating Property or Operating Asset to be leased in an amount at least equal to the Attributable
Debt in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created
by the Forty-Ninth Supplemental Indenture pursuant to Section 1009; or


 


(b) the
proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such
Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company)
and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied,
within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case
of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption
or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and other than Indebtedness
owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Forty-Ninth Supplemental Indenture
or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Forty-Ninth
Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness
of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall
be reduced in an amount equal to the principal amount so retired.


 


The foregoing
restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to
the date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such Operating
Asset or Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if
a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 18 months after the later of the
acquisition of the Operating Property or Operating Asset or the completion of improvements or construction thereon or commencement
of full operations at such Operating Property (which in the case of a retail store is the opening of the store for business to
the public).


 






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Section 1011. Change of Control.


 


If a Change
of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Securities, Holders of Securities
will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in
excess thereof) of their Securities pursuant to the offer described below (the “Change of Control Offer”). In the
Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Securities
repurchased plus accrued and unpaid interest, if any, on the Securities repurchased, to the date of purchase (the “Change
of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option,
prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall mail a notice to
Holders of Securities describing the transaction or transactions that constitute or may constitute the Change of Control Triggering
Event and offering to repurchase the Securities on the date specified in the notice, which date will be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to
the procedures described herein and in such notice. The notice shall, if mailed prior to the date of consummation of the Change
of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to
the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to
the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change
of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change
of Control provisions herein, the Company shall be required to comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the Change of Control provisions herein by virtue of such conflicts.


 


On the Change
of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Securities or portions of Securities
properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change
of Control Payment in respect of all Securities or portions of Securities properly tendered; and (iii) deliver or cause to
be delivered to the Trustee the Securities properly accepted, together with an officers’ certificate stating the aggregate
principal amount of Securities or portions of Securities being purchased.


 



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“Below
Investment Grade Rating Event” means the Securities are rated below an Investment Grade Rating by each of the Rating Agencies
(as defined below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until
the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended
so long as the rating of the Securities is under publicly announced consideration for possible downgrade below investment grade
by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed
a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies
making the reduction in rating to which this definition would otherwise apply do not announce or publicly 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 applicable Change of Control (whether or not the applicable Change
of Control shall have occurred at the time of the Below Investment Grade Rating Event).


 


“Change
of Control” means the occurrence of any of the following: (1) the direct or indirect sale, 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 properties or assets of the Company and its subsidiaries taken as a whole to any “person” (as that term
is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its subsidiaries; (2) the consummation
of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly,
of more than 50% of the then outstanding number of shares of the Company’s voting stock; or (3) the first day on which
a majority of the members of the Company’s Board of Directors are not Continuing Directors. Notwithstanding the foregoing,
a transaction will not be deemed to involve a Change of Control if (1) the Company becomes a wholly owned subsidiary of a
holding company that has agreed to be bound by the terms of the Securities and (2) the Holders of the voting stock of such
holding company immediately following that transaction are substantially the same as the Holders of the Company’s voting
stock immediately prior to that transaction.


 





“Change
of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 


“Continuing
Directors” means, as of any date of determination, members of the Board of Directors of the Company who (1) were members
of such Board of Directors on the date of original issuance of the Securities; or (2) were nominated for election or elected
to such Board of Directors with the approval of a majority of the continuing directors under clause (1) or (2) of this
definition who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or
by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without
objection to such nomination).


 



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“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by
the Company.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


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


 


“Rating
Agencies” means (1) each of Moody’s and S&P; and (2) if Moody’s or S&P ceases to rate the Securities
or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company
(as certified by a Board Resolution) as a replacement agency for Moody’s or S&P, or any of them, as the case may be.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of McGraw-Hill Financial, Inc.


 





ARTICLE THIRTEEN


 


DEFEASANCE
AND COVENANT DEFEASANCE


 


Section 1301. Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


The Company
may at its option by Board Resolution, at any time, elect to have either Section 1302 or Section 1303 applied to the
Outstanding Securities of this series upon compliance with the conditions set forth below in this Article Thirteen.


 


Section 1302. Defeasance
and Discharge.


 


Upon the
Company’s exercise of the option provided in Section 1301 applicable to this Section, the Company shall be deemed to
have been discharged from its obligations with respect to the Outstanding Securities of the series created by the Forty-Ninth Supplemental
Indenture on the date the conditions set forth below are satisfied (hereinafter, “Defeasance”). For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding
Securities of this series and to have satisfied all its other obligations under such Securities of this series and this Indenture
insofar as such Securities of this series are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of Outstanding Securities of this series to receive, solely from the trust fund described in Section 1304
and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such
securities when such payments are due, (B) the Company’s obligations with respect to such Securities of this series
under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (D) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option
under this Section 1302 notwithstanding the prior exercise of its option under Section 1303.


 



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Section 1303. Covenant
Defeasance.


 


Upon the
Company’s exercise of the option provided in Section 1301 applicable to this Section, the Company shall be released
from its obligations under Section 501(4) (in respect of the covenants in Sections 1008 through 1010), Section 801
and Sections 1008 through 1010, the Securities of this series and the Holders of Securities of this series, on and after the date
the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant
Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of
this Indenture and such Securities of this series shall be unaffected thereby.


 





Section 1304. Conditions
to Defeasance or Covenant Defeasance.


 


The following
shall be the conditions to application of either Section 1302 or Section 1303 to the Outstanding Securities of this
series:


 


(1) The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Securities of this series, (A) money in an amount, or (B) U.S. Government Obligations which through
the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal
of, premium, if any, and each installment of interest on the Securities of this series on the Stated Maturity of such principal
or installment of interest on the day on which such payments are due and payable in accordance with the terms of this Indenture
and of such Securities of this series. For this purpose, “U.S. Government Obligations” means securities that are (x) direct
obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the Company thereof, and shall also include a depository receipt issued by
a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government
Obligation evidenced by such depositary receipt.


 



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(2) No
Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be
continuing on the date of such deposit or, insofar as subsections 501(6) and (7) are concerned, at any time during the
period ending on the 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).


 


(3) Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 608 and
for purposes of the Trust Indenture Act with respect to any securities of the Company.


 


(4) Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or
any other agreement or instrument to which the Company is a party or by which it is bound.


 


(5) The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the Defeasance under Section 1302 or the Covenant Defeasance under Section 1303
(as the case may be) have been complied with.


 





(6) In
the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since
the date of this Forty-Ninth 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 shall confirm that, and in the case of an election under Section 1303
the Company shall have delivered to the Trustee an Opinion of Counsel stating that, the Holders of the Outstanding Securities of
this series will not recognize income, gain or loss for Federal income tax purposes as a result of such Defeasance or Covenant
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 or Covenant Defeasance had not occurred.


 


Section 1305.
Deposited Money and U.S. Government Obligations to Be Held in Trust, Other Miscellaneous Provisions.


 


Subject to
the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee—collectively, for purposes of this Section 1305, the “Trustee”)
pursuant to Section 1304 in respect of the Securities of this series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities of this series and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities
of this series, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by law.


 



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The Company
shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the Outstanding Securities of this series.


 


Anything
in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance or
Covenant Defeasance.


 








Section 1306. Reinstatement.


 


If the Trustee
or the Paying Agent is unable to apply any money in accordance with Section 1302 or 1303 by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities of this series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Thirteen until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1302 or 1303; provided, however, that if the Company makes any payment of principal of (and
premium, if any) or interest on any Security of this series following the reinstatement of its obligations, the Company shall
be subjugated to the rights of the Holders of such Securities of this series to receive such payment from the money held by the
Trustee or the Paying Agent.”


 


Section 404.           Redemption
of Securities.


 


With respect to Securities
of this series, Section 1101 of the Indenture shall be deleted in its entirety and the following shall be substituted therefor:


 


“Section 1101. Optional
Redemption.


 


The Securities
will be redeemable, in whole or in part, at the option of the Company at any time. If the Securities are redeemed prior to October 15,
2030 (the “Par Call Date”), the redemption price will be equal to the greater of (i) 100% of the principal amount
of such Securities and (ii) as determined by a Quotation Agent, the sum of the present values of (1) the principal amount
of the Securities being redeemed and (2) the remaining scheduled payments of interest thereon (not including any portion of
such payments of interest accrued and unpaid as of the date of redemption) from the redemption date to the Par Call Date, discounted
to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury
Rate plus 15 basis points plus, in each case, accrued and unpaid interest thereon to the date of redemption. If the Securities
are redeemed on or after the Par Call Date, the redemption price will be equal to 100% of the principal amount of such Securities,
plus accrued and unpaid interest thereon to the date of redemption.”


 



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ARTICLE FIVE


 


MISCELLANEOUS


 


Section 501.         Miscellaneous.


 


(a)            The
Trustee accepts the trusts created by the Indenture, as supplemented by this Forty-Ninth Supplemental Indenture, and agrees to
perform the same upon the terms and conditions of the Indenture, as supplemented by this Forty-Ninth Supplemental Indenture.


 


(b)            The
recitals contained herein shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Forty-Ninth Supplemental Indenture.


 


(c)            All
capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.


 


(d)            Each
of the Company and the Trustee makes and reaffirms as of the date of execution of this Forty-Ninth Supplemental Indenture all of
its respective representations, covenants and agreements set forth in the Indenture.


 


(e)            All
covenants and agreements in this Forty-Ninth Supplemental Indenture by the Company or the Trustee and each Guarantor shall bind
its respective successors and assigns, whether so expressed or not.


 


(f)            In
case any provisions in this Forty-Ninth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


(g)            Nothing
in this Forty-Ninth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the series of Securities created hereby, any benefit or any legal or equitable
right, remedy or claim under the Indenture.


 


(h)            If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939, as may be amended from
time to time, that is required under such Act to be a part of and govern this Forty-Ninth Supplemental Indenture, the latter provision
shall control. If any provision hereof modifies or excludes any provision of such Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Forty-Ninth Supplemental Indenture as so modified or excluded, as the case may
be.


 



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(i)            This
Forty-Ninth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 


(j)            All
amendments to the Indenture made hereby shall have effect only with respect to the series of Securities created hereby.


 


(k)            All
provisions of this Forty-Ninth Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture;
and the Indenture, as supplemented by this Forty-Ninth Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.


 


(l)            All
notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent
to the Trustee hereunder must be in the form of a document that is signed manually or by way of digital signature provided by DocuSign
(or such other digital signature provider as specified in writing to the Trustee by the authorized representative), in English.
The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications
to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception
and misuse by third parties.


 


This instrument may be
executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 



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


 


	 	THE KROGER CO.
	 	 	 
	 	By:	/s/ Carin L. Fike
	 	 	Name:	Carin L. Fike
	 	 	Title: 	Vice President and Treasurer
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee	 
	 	 	 
	 	By:	/s/ William E. Sicking 
	 	 	Name:	William E. Sicking
	 	 	Title:	Vice President and Trust Officer



 



    


     


    




 


	STATE OF OHIO	)	 
	 	)	SS.:
	COUNTY OF HAMILTON	)	 





 


On the 12th
day of January, 2021, before me personally came Carin L. Fike, to me known, who, being by me duly sworn, did depose and say that
she is Vice President and Treasurer of The Kroger Co., one of the corporations described in and which executed the foregoing instrument,
and that she signed her name thereto by like authority.


 


	 	/s/ Dorothy D. Roberts


 


	STATE OF OHIO	)	 
	 	)	SS.:
	COUNTY OF BUTLER	)	 





 


On the 12th
day of January, 2021, before me personally came William E. Sicking, to me known, who, being by me duly sworn, did depose and say
that he is a Vice President and Trust Officer of U.S. Bank National Association, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by like authority.


 


	 	

/s/ Margaret A. Lambert