Indenture by and between Delhaize Group and The Bank of New York Mellon



 Exhibit 4.3 
 EXECUTION COPY 
 DELHAIZE GROUP SA/NV, 

as Issuer 
 5.70%
Senior Notes due 2040 
  
  

INDENTURE 
 Dated
as of October 8, 2010 
  
  

THE BANK OF NEW YORK MELLON, 
 as Trustee 
  
  







 TABLE OF CONTENTS 

 

					
	 ARTICLE 3 Definitions and Incorporation by Reference
	  	 	1	  
	 SECTION 3.03. Definitions
	  	 	1	  
	 SECTION 3.04. Other Definitions
	  	 	9	  
	 SECTION 3.05. Incorporation by Reference of Trust Indenture Act
	  	 	10	  
	 SECTION 3.06. Rules of Construction
	  	 	10	  
	 ARTICLE 4 The Notes
	  	 	11	  
	 SECTION 4.03. Issuable in one Series
	  	 	11	  
	 SECTION 4.04. Form and Dating
	  	 	12	  
	 SECTION 4.05. Execution and Authentication
	  	 	13	  
	 SECTION 4.06. Registrar and Paying Agent
	  	 	13	  
	 SECTION 4.07. Paying Agent to Hold Money in Trust
	  	 	14	  
	 SECTION 4.08. Holder Lists
	  	 	14	  
	 SECTION 4.09. Transfer and Exchange
	  	 	15	  
	 SECTION 4.10. Replacement Notes
	  	 	16	  
	 SECTION 4.11. Outstanding Notes
	  	 	16	  
	 SECTION 4.12. Temporary Notes
	  	 	17	  
	 SECTION 4.13. Cancellation
	  	 	17	  
	 SECTION 4.14. Defaulted Interest
	  	 	17	  
	 SECTION 4.15. ISINs, Common Codes and CUSIPs
	  	 	17	  
	 SECTION 4.16. Ownership Interest in Global Notes
	  	 	18	  
	 SECTION 4.17. Currency Indemnity
	  	 	18	  
	 SECTION 4.18. Computation of Interest
	  	 	19	  
	 ARTICLE 5 Redemption
	  	 	19	  
	 SECTION 5.03. Early Redemption and Notices to Trustee
	  	 	19	  
	 SECTION 5.04. Selection of Notes to be Redeemed
	  	 	20	  
	 SECTION 5.05. Notice of Redemption
	  	 	20	  
	 SECTION 5.06. Effect of Notice of Redemption
	  	 	21	  
	 SECTION 5.07. Deposit of Redemption Price
	  	 	21	  
	 SECTION 5.08. Notes Redeemed in Part
	  	 	21	  
	 SECTION 5.09 Optional Redemption for Tax Reasons
	  	 	21	  
	 ARTICLE 6 Covenants
	  	 	23	  
	 SECTION 6.03. Payment of Notes
	  	 	23	  
	 SECTION 6.04. Negative Pledge
	  	 	23	  
	 SECTION 6.05. Change of Control
	  	 	23	  
	 SECTION 6.06. Compliance Certificate
	  	 	24	  
	 SECTION 6.07. Reports by the Issuer
	  	 	25	  
	 SECTION 6.08. Further Instruments and Acts
	  	 	26	  
	 SECTION 6.09. Payments of Additional Amounts
	  	 	26	  
	 SECTION 6.10. Certain Release of Cross Guarantees
	  	 	29	  
	 ARTICLE 7 Successor Issuer
	  	 	29	  
	 SECTION 7.03. When Issuer May Merge or Transfer Assets
	  	 	29	  
	 SECTION 7.04. Successor Corporation Substituted
	  	 	30	  
	 ARTICLE 8 Defaults and Remedies
	  	 	30	  


  
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	 SECTION 8.03. Events of Default
	  	 	30	  
	 SECTION 8.04. Acceleration
	  	 	32	  
	 SECTION 8.05. Other Remedies
	  	 	32	  
	 SECTION 8.06. Waiver of Past Defaults
	  	 	32	  
	 SECTION 8.07. Control by Majority
	  	 	33	  
	 SECTION 8.08. Limitation on Suits
	  	 	33	  
	 SECTION 8.09. Rights of Holders to Receive Payment
	  	 	33	  
	 SECTION 8.10. Collection Suit by Trustee
	  	 	34	  
	 SECTION 8.11. Trustee May File Proofs of Claim
	  	 	34	  
	 SECTION 8.12. Priorities
	  	 	34	  
	 SECTION 8.13. Undertaking for Costs
	  	 	35	  
	 SECTION 8.14. Waiver of Stay or Extension Laws
	  	 	35	  
	 SECTION 8.15. No obligation on Trustee
	  	 	35	  
	 ARTICLE 9 Trustee
	  	 	35	  
	 SECTION 9.03. Duties of Trustee
	  	 	35	  
	 SECTION 9.04. Rights of Trustee
	  	 	36	  
	 SECTION 9.05. Individual Rights of Trustee
	  	 	37	  
	 SECTION 9.06. Trustee’s Disclaimer
	  	 	37	  
	 SECTION 9.07. Notice of Defaults
	  	 	38	  
	 SECTION 9.08. Reports by Trustee to Holders
	  	 	38	  
	 SECTION 9.09. Compensation and Indemnity
	  	 	38	  
	 SECTION 9.10. Replacement of Trustee
	  	 	39	  
	 SECTION 9.11. Successor Trustee by Merger
	  	 	40	  
	 SECTION 9.12. Eligibility; Disqualification
	  	 	40	  
	 SECTION 9.13. Preferential Collection of Claims Against Issuer
	  	 	41	  
	 SECTION 9.14. Force Majeure
	  	 	41	  
	 ARTICLE 10 Discharge of Indenture; Defeasance
	  	 	41	  
	 SECTION 10.03. Discharge of Liability on Notes; Defeasance
	  	 	41	  
	 SECTION 10.04. Conditions to Defeasance
	  	 	42	  
	 SECTION 10.05. Application of Trust Money
	  	 	43	  
	 SECTION 10.06. Repayment to Issuer
	  	 	43	  
	 SECTION 10.07. Indemnity for Government Obligations
	  	 	44	  
	 SECTION 10.08. Reinstatement
	  	 	44	  
	 ARTICLE 11 Supplemental Indentures
	  	 	44	  
	 SECTION 11.03. Without Consent of Holders
	  	 	44	  
	 SECTION 11.04. With Consent of Holders
	  	 	45	  
	 SECTION 11.05. Compliance with Trust Indenture Act and Article 568 of the Belgian Company Code
	  	 	46	  
	 SECTION 11.06. Revocation and Effect of Consents, Waivers and Proxies
	  	 	46	  
	 SECTION 11.07. Notation on or Exchange of Notes
	  	 	47	  
	 SECTION 11.08. Trustee to Sign Supplemental Indentures
	  	 	47	  
	 SECTION 11.09. Payment for Consent
	  	 	48	  
	 SECTION 11.10. Effect of Supplemental Indentures
	  	 	48	  
	 ARTICLE 12 Miscellaneous
	  	 	48	  
	 SECTION 12.03. Trust Indenture Act Controls
	  	 	48	  
	 SECTION 12.04. Notices
	  	 	48	  


  
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	 SECTION 12.05. Communication by Holders with Other Holders
	  	 	49	  
	 SECTION 12.06. Certificate and Opinion as to Conditions Precedent
	  	 	49	  
	 SECTION 12.07. Statements Required in Certificate or Opinion
	  	 	49	  
	 SECTION 12.08. Acts by Holders
	  	 	50	  
	 SECTION 12.09. Rules by Trustee, Paying Agent and Registrar
	  	 	50	  
	 SECTION 12.10. Legal Holidays
	  	 	50	  
	 SECTION 12.11. Governing Law
	  	 	50	  
	 SECTION 12.12. Consent to Jurisdiction and Service
	  	 	51	  
	 SECTION 12.13. No Recourse Against Others
	  	 	51	  
	 SECTION 12.14. Successors
	  	 	51	  
	 SECTION 12.15. Multiple Originals
	  	 	51	  
	 SECTION 12.16. Table of Contents; Headings
	  	 	51	  
	 SECTION 12.17 Prescription
	  	 	51	  
	 Appendix A Provisions Relating to Initial Notes and Exchange Notes
	  	 	A-1	  
	 Appendix B Provisions for Meetings of the Holders of Notes
	  	 	B-2	  
	 Exhibit A Form of Face of Initial Note
	  	 	E-1	  
	 Exhibit B Form of Face of Exchange Note
	  	 	E-17	  
	 Exhibit C Form of Face of Definitive Registered Certificate
	  	 	E-31	  
	 Exhibit D Certificate to be Delivered Upon Exchange or Registration of Transfer Restricted Notes
	  	 	E-45	  


  
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 THIS INDENTURE dated as of October 8, 2010, among Delhaize Group SA/NV (the
“Issuer”), a limited liability company organized under the laws of the Kingdom of Belgium, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”). 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) the
Issuer’s 5.70% Senior Notes due 2040 issued on the date hereof (the “Original Notes”) in exchange for certain debt securities of Delhaize America, LLC validly tendered in an exchange offer (the “Initial Exchange
Offer”), (b) any Additional Notes (as defined herein) that may be issued on any Issue Date (all such Notes in clauses (a) and (b) being referred to collectively as the “Initial Notes”) and (c) if and when
issued as provided in a Registration Agreement (as defined in Appendix A hereto), the Issuer’s 5.70% Senior Notes due 2040 issued in a Registered Exchange Offer in exchange for any Original Notes (the “Exchange Notes”, together
with the Initial Notes and any Exchange Notes issued hereunder, the “Notes”). Subject to the conditions and in compliance with the covenants set forth herein, the Issuer may issue Additional Notes. 

ARTICLE 3 

Definitions and Incorporation by Reference 
 SECTION 3.03. Definitions 
 “Additional Notes” means Notes (other
than Exchange Notes) issued from time to time under the terms of this Indenture subsequent to the Closing Date; 
 “Agency
Agreement” means the Domiciliary Agency Agreement dated on or about the Closing Date among the Issuer, the Domiciliary Agent and the Trustee; 
 “Board of Directors” means the Board of Directors of the Issuer or any committee thereof duly authorised to act on behalf of the Board of Directors of the Issuer; 

“Book-Entry Interest” means a book-entry interest in a Global Note, whether directly or indirectly through a book-entry
interest in any certificated depositary interest representing an interest in such Global Note, held by or through a Participant in the X/N System or an Indirect Participant in the X/N System; 

“Business Day” means each day which is not a Legal Holiday; 

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. 
 “Capitalized Lease Obligation” means an obligation under a lease that is required to be capitalised for financial reporting purposes in accordance with IFRS and as in effect as of the date
hereof, and the amount of Indebtedness represented by such 

  
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obligation shall be the capitalised amount of such obligation determined in accordance with such principles; 
 “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 Issuer and its Subsidiaries taken as a whole to any Person other than the Issuer or one of its Subsidiaries; (2) the
consummation of any transaction (including, without limitation, any merger or consolidation) in a single transaction or in a related series of transactions the result of which is that any Person or group (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) becomes the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of more than 50% of the then outstanding number of voting rights in the Issuer’s capital stock; or (3) the
first day on which a majority of the members of the Issuer’s Board of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if (i) the Issuer becomes a wholly
owned subsidiary of a holding company; and (ii) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of the Issuer’s voting stock immediately prior to that
transaction. For the purposes of this definition of “Change of Control”, the term “Person” shall include a “person” as that term is used in Section 13(d)(3) of the Exchange Act; 

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event; 

“Clearing Agreement” means the clearing agreement dated on or about the Closing Date by and among the Issuer, the NBB and the
Domiciliary Agent; 
 “Closing Date” means the date of this Indenture; 

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

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment
Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of dollar
denominated corporate debt securities of a comparable maturity to the remaining term of such Notes; 
 “Comparable Treasury
Price” means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if
the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations; 

  
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 “Consolidated Capitalization” means, with respect to any Person, the total assets
of such Person and its Subsidiaries determined on a consolidated basis, less the following: (i) current liabilities, including liabilities for Indebtedness maturing more than 12 months from the date of the original creation thereof but maturing
within 12 months from the date of determination and (ii) deferred income taxes. Consolidated Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in
which such Person and its Subsidiaries are engaged and which are approved by independent accountants regularly retained by such Person, and may be determined as of a date not more than 60 days prior to the happening of the event for which such
determination is being made; 
 “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors who (1) was a member of such Board of Directors on the date of the Original Notes were issued; or (2) was proposed for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such nomination, election or appointment; 
 “Cross
Guarantee Agreement” means, the cross guarantee agreement, dated as of May 21, 2007, among Delhaize Group, Delhaize America, LLC (formerly Delhaize America, Inc.), Food Lion, LLC, Hannaford Bros. Co., Kash N’ Karry Food Stores, Inc.,
FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., and Victory Distributors, Inc., as supplemented
by the joinder agreement, dated as of December 18, 2009, by Delhaize US Holding, Inc.; 
 “Cross Guarantor” means
a Person that is a party to the Cross Guarantee Agreement; 
 “Default” means any event which is, or after notice or
passage of time or both would be, an Event of Default; 
 “Exchange Act” means the U.S. Securities Exchange Act of
1934, as amended; 
 “Global Notes” means the Regulation S Global Notes and the Rule 144A Global Notes;

 “Holder” means for purposes of this Indenture and the Notes (a) in the case of any Notes in the form of a
Global Note in bearer form, the holders of Book-Entry Interests therein; provided, however, that for the purposes of payments by the Issuer of principal, premium, if any, and interest on the Notes represented by such Global Note,
“Holder” shall mean the direct holder of such Global Note (as shown in the records of the NBB or of a Participant in the X/N System) or (b) in any other case, the Person in whose name a Note is registered in the Register; 

“IFRS” means International Financial Reporting Standards as adopted by the European Union; 

  
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 “Indebtedness” means, with respect to any Person, (i) the principal of and
any premium and interest on (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments; (ii) all Capitalized Lease Obligations of such Person;
(iii) all obligations of such Person to pay the purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of
business); (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations for letters of credit securing obligations (other than
obligations described in clauses (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit); (v) all obligations of the type referred to in clauses (i) through (iv) of
other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i) through
(v) above of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or
assets or the amount of the obligation so secured. “Indenture” means this Indenture as amended or supplemented from time to time; 
 “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer after consultation with the Trustee; 

“Indirect Participant” means a Person who is a Participant in the X/N System indirectly by being a Participant in a Person who
is a direct Participant or itself an Indirect Participant in the X/N System; 
 “Issue Date” means, with respect to
any Notes, the date on which such Notes are originally issued; 
 “Issuer” means the party named as such in this
Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities; 

“Lien” means, any mortgage, charge, pledge, lien or other form of encumbrance or security interest; 

“Major Subsidiary” means a Subsidiary, the assets of which represent greater than 25% of the assets of the Issuer and the
Issuer’s Subsidiaries on a consolidated basis, according to the financial statements for its own most recently completed fiscal year; 
 “Material Subsidiary” at any time means a Subsidiary: 
 (a) whose
(x) revenues, or (y) total assets (in each case determined on a non-consolidated basis and determined on a basis consistent with the preparation of the 

  
 4 








 
consolidated financial statements of the Issuer) represent (or, in the case of a Subsidiary acquired after the end of the financial period to which the then latest audited consolidated financial
statements of the Issuer relate are equal to ) no less than 10% of the consolidated revenues or total assets (as the case may be) of the Issuer, all as calculated respectively by reference to the then latest audited financial statements of such
Subsidiary and the then latest audited consolidated financial statements of the Issuer, provided that: 
 (i) in
the case of a Subsidiary acquired after the end of the financial period to which the then latest audited consolidated financial statements of the Issuer relate, the reference to the then latest audited consolidated financial statements of the Issuer
for the purposes of the calculation above shall, until consolidated financial statements of the Issuer for the financial period in which the acquisition is made have been prepared and audited as aforesaid, be deemed to be a reference to such
first-mentioned financial statements as if such Subsidiary had been shown in such financial statements by reference to its then latest audited financial statements, adjusted as deemed appropriate by the auditors of the relevant Subsidiary from time
to time, if such auditors are not also the auditors of the Issuer, and otherwise, by the Issuer’s Board of Directors and approved by the auditors of the Issuer (the “Auditors”); and 

(ii) in the case of a Subsidiary in respect of which no audited financial statements are prepared, its revenues and total
assets shall be determined on the basis of pro forma financial statements of the relevant Subsidiary prepared for this purpose by the Auditors on the basis of accounting principles consistent with those adopted by the Issuer; or 

(b) to which is transferred the whole or substantially the whole of the business, undertaking or assets of a Subsidiary which prior to
such transfer is a Material Subsidiary, provided that the transferor Subsidiary shall upon such transfer forthwith cease to be a Material Subsidiary pursuant to this sub-paragraph (b) on the date on which the consolidated financial statements
of the Issuer for the financial period current at the date of such transfer have been prepared and audited as aforesaid but so that such transferor Subsidiary or such transferee Subsidiary may be a Material Subsidiary on or at any time after the
date on which such consolidated financial statements have been prepared and audited as aforesaid by virtue of the provisions of sub-paragraph (a) above or before, on or at any time after such date by virtue of the provisions of this
sub-paragraph (b); 
 A report by the Auditors that, in their opinion, a Subsidiary is or is not or was not at any particular
time or throughout any specified period a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties; 
 “Member State” means any country that is a member of the European Union; 

“Moody’s” means Moody’s Investors Service, Inc., and its successors; 

  
 5 








 “NBB” means the National Bank of Belgium; 

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President or any Vice
President of the Issuer; 
 “Officers’ Certificate” means a certificate signed by two Officers; 

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Issuer or a Cross
Guarantor, as the case may be, and who shall be reasonably acceptable to the Trustee; 
 “Participant” means
(a) with respect to the X/N System, Euroclear or Clearstream or any other Person who has an account with the X/N System and (b) with respect to Euroclear, Clearstream and DTC, their respective Participants holding an account with them;

 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; 
 “Rating Agencies” means (1) each of Moody’s and S&P and (2) if any of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly
available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer (as certified by a
resolution of the Issuer’s Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be; 
 “Rating Event” means the Notes are rated at or below Ba1 by Moody’s and at or below BB+ by S&P on any date from the date of the public announcement by the Issuer of an arrangement that
could result in a Change of Control until the end of the 60-day period following public announcement by the Issuer of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by any of the Rating Agencies); provided that a 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 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 Issuer’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 Rating Event); 

“Redemption Date”, with respect to any Note or portion thereof to be redeemed, means the date fixed for such redemption by or
pursuant to this Indenture or such Note; 

  
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 “Redemption Price”, with respect to any Note or portion thereof to be redeemed,
means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Note; 
 “Reference
Treasury Dealer” means at any time (1) each of Banc of America Securities LLC and J.P. Morgan Securities LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that
if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefore another Primary Treasury Dealer and
(2) any other two Primary Treasury Dealers selected by the Issuer; 
 “Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Issuer, 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 Issuer by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date. 
 “Relevant Debt” means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which are for the time being, or are capable of being,
quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities exchange; 
 “SEC”
means the U.S. Securities and Exchange Commission, or if at any time after the execution of this instrument such commission is not existing and performing the duties now assigned to it under the TIA, then the body performing such duties at such
time; 
 “Securities Act” means the U.S. Securities Act of 1933, as amended; 

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its
successors; 
 “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed
date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof
upon the happening of any contingency beyond the control of the Issuer unless such contingency has occurred); 

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of
the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of such Person; 

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

“Treasury Rate” means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within
three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual
equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using 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. The
Treasury Rate will be calculated on the third Business Day preceding the Redemption Date. 
 “Trust Officer” means the
Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters or, in the case of a successor Trustee, an authorized officer assigned to the department,
division or group performing the corporate trust work of each successor and assigned to administer this Indenture; 

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

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

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the
timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the
holder of such depositary 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 Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt; and 

  
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 “X/N System” means the securities clearing system recognized or approved in
accordance with Articles 3 through 12 of the Law of 2 January 1991 of Belgium on the market of public debt securities and the monetary policy instruments, as amended, the Law of 6 August 1993 of Belgium, as amended, and its implementing
decrees, as amended, and the Law of 15 July 1998 of Belgium and its implementing decrees, which is currently the securities clearing system operated by the National Bank of Belgium. 

SECTION 3.04. Other Definitions 
  

			
	 Term
	  	 Defined

in Section

	 “Additional Amounts”
	  	4.07(b)
	 “Applicable Procedures”
	  	Appendix A
	 “Authorized Agent”
	  	10.10
	 “bankruptcy provisions”
	  	6.01(f)
	 “CDI Depositary”
	  	Appendix A
	 “Change of Control Payment”
	  	4.03(a)
	 “Change of Control Payment Date”
	  	4.03(a)
	 “Change of Control Offer”
	  	4.03(a)
	 “Clearstream”
	  	Appendix A
	 “covenant defeasance option”
	  	8.01(b)
	 “cross-acceleration provision”
	  	6.01(e)
	 “Definitive Registered Certificates”
	  	Appendix A
	 “Definitive Registered Notes”
	  	Appendix A
	 “Disposition”
	  	4.08
	 “Domiciliary Agent”
	  	Appendix A
	 “DTC”
	  	Appendix A
	 “Euroclear”
	  	Appendix A
	 “Event of Default”
	  	6.01
	 “Exchange Notes”
	  	Preamble
	 “Global Notes”
	  	1.01, Appendix A
	 “incorporated provision”
	  	10.01
	 “Initial Notes”
	  	Preamble
	 “legal defeasance option”
	  	8.01(b)
	 “Legal Holiday”
	  	10.08
	 “Meeting”
	  	Appendix B
	 “NBB”
	  	1.01, Appendix A
	 “Notes”
	  	Preamble
	 “Original Notes”
	  	Preamble
	 “Paying Agent”
	  	2.04(a)
	 “protected purchaser”
	  	2.08
	 “Recipient”
	  	2.04(a)
	 “Registration Agreement”
	  	Appendix A
	 “Register”
	  	Appendix A
	 “Registered Exchange Offer”
	  	Appendix A
	 “Registrar”
	  	2.04(a)


  
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	 “Registration Rights Agreement”
	  	Appendix A
	 “Relevant Taxing Jurisdiction”
	  	4.07(a)
	 “Required Resolution”
	  	Appendix B
	 “Sales Exemptions”
	  	Appendix A
	 “Taxes”
	  	4.07(a)
	 “Tax Redemption”
	  	3.07
	 “Transfer Restricted Notes”
	  	Appendix A
	 “Trustee”
	  	Preamble, 1.01
	 “winding-up provisions”
	  	6.01(g)

 SECTION 3.05. Incorporation by
Reference of Trust Indenture Act. 
 This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 
 (a)
“Commission” means the SEC; 
 (b) “indenture securities” means the Notes and any Guarantees issued pursuant
to this Indenture; 
 (c) “indenture security holder” means a Holder; 

(d) “indenture to be qualified” means this Indenture; 
 (e) “indenture trustee” or “institutional trustee” means the Trustee; 
 (f) “obligor” on the indenture securities means the Issuer, any Cross Guarantor and any other obligor on the indenture securities; and 

(g) All other TIA terms used in this Indenture that are defined by the TIA, either directly or by reference to another statute or defined
by SEC rules have the meanings assigned to them by such definitions. 
 SECTION 3.06. Rules of Construction. Unless the
context otherwise requires: 
 (a) a term has the meaning assigned to it; 

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

(c) “including” means including without limitation; 

(d) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount
thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with IFRS; 

  
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 (e) the term “surrender”, where the context so admits, shall
include, with respect to Notes that cannot be surrendered in physical form, and in particular with respect to Definitive Registered Notes which are in registered form, the surrender of the appropriate documents, including any certificates,
evidencing or demonstrating the surrender of such Notes; 
 (f) the term “present”, where the context
so admits, shall include, with respect to Notes that cannot be presented in physical form, and in particular with respect to Definitive Registered Notes which are in registered form, the presentment of the appropriate documents, including any
certificates or Definitive Registered Certificate, evidencing or demonstrating the presentment of such Notes. The term “presentment” shall have a correlative meaning; 

(g) the term “receipt”, where the context so admits, shall include, with respect to Notes that cannot be
surrendered in physical form, and in particular with respect to Definitive Registered Notes which are in registered form, the receipt of the appropriate documents, including any certificates or Definitive Registered Certificate, evidencing or
demonstrating the receipt of such Notes; and 
 (h) the term “interest”, with respect to the Notes,
includes any additional interest that accrues pursuant to Section 5 of the Registration Rights Agreement. 
 ARTICLE 4

 The Notes 
 SECTION 4.03. Issuable in one Series. The Notes will be issued in one series. No Additional Notes may be issued unless such Additional Notes are fungible in all respects for U.S. Federal income tax
purposes with the Notes then outstanding. 
 With respect to any Additional Notes issued after the Closing Date (except for
Notes (or Notes in respect of which Definitive Registered Certificates, if applicable, are) authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes (or Notes in respect of which Definitive
Registered Certificates, if applicable) pursuant to Section 2.07, 2.08, 2.09, 2.10 or 3.06 or Appendix A) or pursuant to the provisions of Section 4.03, there shall be (a) established by action taken pursuant to a resolution of the
Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:

 (1) the aggregate principal amount at maturity of such Additional Notes which may be authenticated and delivered or in
respect of which Definitive Registered Certificates may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered or in respect of which Definitive Registered Certificates, if


  
 11 









 
applicable, are authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes or Definitive Registered Certificates pursuant to Section 2.07,
2.08, 2.09, 2.10, 3.06 or 4.03 or Appendix A and Notes which (or Notes in respect of which Definitive Registered Certificates, if applicable), pursuant to Section 2.03, are deemed never to have been authenticated and delivered hereunder);

 (2) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes
and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to
or in lieu of those set forth in Section 2.3 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the
name or names of Persons other than the depositary for such Global Note or a nominee thereof; and 
 (3) if applicable, that
such Additional Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. 
 In connection with the authentication of any Additional Notes, the Trustee shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that such Additional Notes, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of
the Issuer enforceable in accordance with their terms, subject to standard qualifications, exceptions and assumptions, including, without limitation, bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and general equity principles. 
 SECTION 4.04. Form and
Dating. Provisions relating to the Initial Notes, the Exchange Notes and Definitive Registered Certificates are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (a) Original Notes and
the Trustee’s certificate of authentication, (b) any Additional Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A or Exhibit C hereto,
as applicable, which are hereby incorporated in and expressly made a part of this Indenture. The Global Notes and Definitive Registered Certificates may have notations, legends or endorsements required by law, stock exchange rule, agreements to
which the Issuer or other obligor on the Notes, if any, is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Global Note and Definitive Registered Certificate shall be
dated the date of its authentication. The Notes shall be issuable only in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. Any Global Note issued in bearer form shall be issued without interest coupons.


  
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 SECTION 4.05. Execution and Authentication. Two members of the Board of Directors
shall sign the Global Notes and two Officers shall sign the Definitive Registered Certificates for the Issuer by manual or facsimile signature. 
 If a member of the Board of Directors or an Officer, as the case may be, whose signature is on a Global Note or Definitive Registered Certificate no longer holds such office at the time the Trustee
authenticates such Global Note or Definitive Registered Certificate, as applicable, such Global Note or Definitive Registered Certificate, as applicable, shall be valid nevertheless. 

A Global Note or Definitive Registered Certificate shall not be valid until an authorized signatory of the Trustee manually (or with
respect to a Definitive Registered Certificate, manually or by facsimile) signs the certificate of authentication on such Global Note or Definitive Registered Certificate, as applicable. The signature shall be conclusive evidence that such Global
Note or Definitive Registered Certificate has been authenticated under this Indenture. 
 The Trustee shall authenticate and
make available for delivery Global Notes and Definitive Registered Certificates as set forth in Appendix A. 
 The Trustee may
appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Global Notes and Definitive Registered Certificates. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be
furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Global Notes and Definitive Registered Certificates whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
 SECTION 4.06. Registrar and Paying Agent (a) The Issuer shall maintain an office or agency where transfers and exchanges of Definitive Registered Notes may be made (the
“Registrar”) and may at any time (but is not obliged to) maintain an office or agency where payments on Notes may be made (the “Paying Agent”). The Registrar shall keep the Register of the Definitive Registered
Notes, if any, and of their transfer and exchange, which shall contain the information specified in Appendix A. The Issuer may have one or more co registrars and one or more additional paying agents. The term “Paying Agent” includes any
additional paying agent, and the term “Registrar” includes any co registrars. Payments in respect of any Global Note deposited with the operator of the X/N System (or with a depositary therefor) shall be made directly to the holder of the
book-entry interests in the Global Notes as shown in the records of the NBB or of a participant in the X/N System (the “Recipient”). The Recipient in respect of the Global Notes is expected initially to be The Bank of New York
Mellon acting as CDI Depositary. The location of the Domiciliary Agent is Avenue Marnix 24, B-1000 Brussels, Belgium. In the event that Definitive Registered Notes are issued, (a) the Issuer, or any agent designated by the Issuer to perform
such function, will act as Registrar and (b) the Issuer will pay the principal of, premium, if any, and interest on, the Notes at any 

  
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of its offices or any agency designated by it which is located in the Borough of Manhattan, The City of New York and in London, England. 

(b) The Issuer and the Trustee shall enter into an appropriate agency agreement with any Registrar or, as the case may be, the Paying
Agent, that not a party to this Indenture, which shall incorporate the terms of the TIA and this Indenture. Such agency agreement shall implement the provisions of this Indenture that relate to such agent. If the Issuer fails to either act as
Registrar or appoint a Registrar, or fails to notify the Trustee of the appointment of a Registrar, the Trustee shall act as such and shall be entitled to the compensation provided for such services under the Agency Agreement. The location of the
corporate trust office of the Trustee in The City of New York is 101 Barclay Street, New York, New York 10286. The Issuer may act as Paying Agent, Registrar, co-registrar or transfer agent. 

(c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the
case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or a Paying
Agent may resign at any time upon not less than 30 days’ written notice to the Issuer and the Trustee in which case, the Issuer shall appoint a replacement Registrar or Paying Agent prior to the effective date of such resignation. 

SECTION 4.07. Paying Agent to Hold Money in Trust. Prior to each due date of the principal of and interest on any Note, the Issuer
shall deposit with the relevant Paying Agent (or if the Issuer or one of its wholly owned Subsidiaries is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and
interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of and interest on the Notes, and shall notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by
it to the Trustee and to account for any funds disbursed by the Paying Agent. The Trustee may, and upon direction of Holders of a majority in principal amount of the outstanding Notes will, at any time during the continuance of any Default specified
in Section 6.01(a) or 6.01(b), upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds distributed by the Paying Agent. Upon complying with this
Section 2.05, no Paying Agent shall have any further liability for the money delivered to the Trustee. 
 SECTION 4.08.
Holder Lists. The Trustee shall preserve in a form that is reasonably practicable the most recent list available to it of the names and addresses of Holders in the event Definitive Registered Notes are exchanged against any Global Note. If
the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to 

  
 14 









 
furnish, to the Trustee, in writing at least five Business Days before each interest payment date that occurs after the exchange of Definitive Registered Notes and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. The Issuer and the Trustee shall comply in all respects with Section 312(a) of the TIA

 SECTION 4.09. Transfer and Exchange. (a) Holders, Participants or Indirect Participants in the X/N System that
hold interests in the Global Notes through the X/N System will not be entitled to receive physical delivery of the Global Notes or of any individual bearer note representing a portion thereof. Any transfer of an interest in Global Notes or payment
of the principal or interest, on such interest in the Global Notes, other than through the X/N System or any Participant and/or Indirect Participant, shall not be enforceable against the Issuer. Global Notes may be replaced, as provided in
Section 2.08 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note pursuant to this Section 2.07, shall be executed, authenticated and delivered in the form of, and shall be, a Global Note, except to
the extent Notes are exchanged for Definitive Registered Notes as provided in Appendix A. A Global Note may not be exchanged for another Note other than as provided in Appendix A. 

(b) When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as
requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount at maturity of Notes of other denominations, the Registrar shall make the exchange as requested
if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Definitive Registered Certificates in respect of Definitive Registered Notes, at the Registrar’s
request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuer shall not be required to make and the
Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Definitive Registered Notes to be redeemed in part, the portion thereof not to be redeemed) or any Definitive Registered Notes for a period
of five days before a selection of Definitive Registered Notes to be redeemed or for a period of 5 days before an interest payment date. 
 Prior to the due presentation for registration of transfer of any Global Note, the Issuer, each Cross Guarantor or other obligor on the Notes, if any, the Trustee, each Paying Agent and the Registrar may
deem and treat (in the case of a Global Note issued in bearer form) the holder of such Global Note as determined as provided in Section 2.14 or, in the case of Definitive Registered Notes, the Person in whose name such Definitive Registered
Note is registered in the Register, as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to Section 2 of the Notes and Definitive Registered Certificates) interest, if any, on such Note and for
all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer or other obligor on the Notes, if any, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of an interest
in a Global Note shall, by acceptance of such interest, agree that transfers of beneficial interest in such 

  
 15 









 
Global Note may be effected only through a book-entry system maintained by a Participant or Indirect Participant, and that ownership of a beneficial interest in such Global Note shall be required
to be reflected in a book entry. 
 All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall
evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 
 SECTION 4.10. Replacement Notes. If a mutilated Global Note or Definitive Registered Certificate is surrendered to the Registrar or if the holder of a Global Note or Definitive Registered
Certificate claims that such Global Note or Definitive Registered Certificate has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Global Note or Definitive Registered Certificate, as
applicable, if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or
wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note or Definitive Registered Certificate, as applicable, being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Trustee, the relevant Paying Agent and the Registrar from any loss that any of them may suffer if a Global Note or Definitive Registered
Certificate is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Global Note or Definitive Registered Certificate, including fees and expenses of counsel and for any tax that may be imposed in replacing
such Global Note or Definitive Registered Certificate, as applicable. In the event that a Global Note or Definitive Registered Certificate is mutilated, lost, destroyed or wrongfully taken and such Global Note or the Definitive Registered Note
evidenced thereby, as applicable, has become or is about to become due and payable, the Issuer in its discretion may pay such Global Note instead of issuing a new Global Note or Definitive Registered Certificate, as applicable, in replacement
thereof. 
 The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Global Notes or Definitive Registered Certificates. 
 SECTION 4.11. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation and those
described in this Section 2.09 as not outstanding. A Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note. 
 Any Global Note replaced pursuant to Section 2.08 ceases to be outstanding. 

  
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 If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
Redemption Date or maturity date money sufficient to pay all principal and interest, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes
(or portions thereof) cease to be outstanding and interest on them ceases to accrue. 
 SECTION 4.12. Temporary Notes. In
the event that Definitive Registered Notes are to be exchanged against any Global Note under the terms of this Indenture, until Definitive Registered Certificates in respect of such Definitive Registered Notes are ready for delivery, the Issuer may
prepare and the Trustee shall authenticate temporary certificates. Temporary certificates shall be substantially in the form of Definitive Registered Certificates but may have variations that the Issuer considers appropriate for temporary
certificates. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Registered Certificates and deliver them in exchange for temporary certificates upon surrender of such temporary certificates at the
office or agency of the Issuer, without charge to the Holder. 
 SECTION 4.13. Cancellation. The Issuer at any time may
deliver Global Notes and Definitive Registered Certificates in respect thereof to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Global Notes surrendered to them for registration of transfer,
exchange or payment (and Definitive Registered Certificates in respect thereof, if applicable). The Trustee and no one else shall cancel all Global Notes surrendered for registration of transfer, exchange, payment or cancellation, and all Definitive
Registered Certificates in respect thereof that are delivered to the Trustee, and shall dispose of cancelled Global Notes and Definitive Registered Certificates in respect thereof in accordance with its customary procedures or deliver cancelled
Global Notes and Definitive Registered Certificates in respect thereof to the Issuer pursuant to written direction by an Officer. The Issuer may not issue new Global Notes or Definitive Registered Certificates in respect thereof, to replace Global
Notes it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Global Notes or Definitive Registered Certificates in respect thereof in place of cancelled Global Notes or Definitive Registered
Certificates in respect thereof other than pursuant to the terms of this Indenture. 
 SECTION 4.14. Defaulted Interest.
If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay such interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner pursuant to Section 4.01. The Issuer may pay the defaulted
interest to the Persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly transmit or cause
to be transmitted in accordance with Section 10.02 to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 

SECTION 4.15. ISINs, Common Codes and CUSIPs. The Issuer in issuing the Notes may use ISINs, Common Codes and CUSIPs (if then
generally in use) and, if so, the Trustee shall use ISINs, Common Codes and CUSIPs in notices of 

  
 17 









 
redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the
Global Notes or Definitive Registered Certificates or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Global Notes or Definitive Registered Certificates, and any such
redemption shall not be affected by any defect in or omission of such numbers. 
 SECTION 4.16. Ownership Interest in Global
Notes. The Trustee may rely on an Opinion of Counsel confirming that, under the laws of the Kingdom of Belgium and pursuant to the Royal Decree No. 62 of 10 November 1967 on the promotion of the circulation of securities, as amended,
the NBB, as custodian of the Global Notes (or any subcustodian appointed by it), will not have legal title (ownership right) to the Global Notes but rather the ownership interests in the Global Notes would be vested in the Participants or Indirect
Participants under the co-ownership organized by such Royal Decree No. 62. 
 The Trustee may act on the direction of the
Participants as if they were the Holders, and the Trustee shall not be liable with respect to any action it takes in accordance with this Section 2.14. 
 SECTION 4.17. Currency Indemnity. U.S. dollars are the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes, including any damages. Any
amount received or recovered in a currency other than U.S. dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise by any Holder or
beneficial owner of the Notes) in respect of any sum expressed to be due to it from the Issuer shall constitute a discharge of the Issuer only to the extent of the U.S. dollar amount which the recipient is able to purchase with the amount so
received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. dollar amount is less than
the U.S. dollar amount expressed to be due to the recipient or the Trustee under any Note, the Issuer shall indemnify the recipient or the Trustee against any loss sustained by it as a result, including the cost of making any such purchase. For the
purposes of this indemnity, it will be prima facia evidence of the matter stated therein or otherwise for the Holder or to certify in a manner reasonably satisfactory to the Issuer (indicating the sources of information used) that it would
have the loss it incurred in making any such purchase. 
 The above indemnity, to the extent permitted by law: 

(i) constitutes a separate and independent obligation from the other obligations of the Issuer; 

(ii) shall give rise to a separate and independent cause of action; 

(iii) shall apply irrespective of any waiver granted by any Holder or Trustee (other than a waiver of the indemnities set
forth herein); and 

  
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 (iv) shall continue in full force and effect despite any other judgment,
order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee. 
 SECTION 4.18.
Computation of Interest 
 Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day
months. 
 ARTICLE 5 
 Redemption 
 SECTION 5.03. Early Redemption and Notices to Trustee. All or
a portion of the Notes may be redeemed at the Issuer’s option, at any time and from time to time, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the Notes being redeemed (exclusive of interest accrued and unpaid to the redemption dates) discounted to the Redemption Date, on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points as determined by the Reference Treasury Dealer, plus accrued and unpaid interest and liquidated damages, if any, on the Notes
being redeemed at the Redemption Date. If the Issuer elects to redeem Notes pursuant to the Section 5 of the Notes and this Article, it shall notify the Trustee in writing of the redemption date, the principal amount at maturity of Notes to be
redeemed and the section of the Note pursuant to which the redemption will occur. 
 The Issuer shall give each notice to the Trustee provided
for in this Article 3 at least 60 days before the Redemption Date fixed by the Issuer unless the Trustee consents to a shorter period. In the case of a redemption pursuant to Section 5 of the Notes, such notice shall be accompanied by an
Officers’ Certificate and an Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions herein. In the case of redemption provided for by Section 3.07 of this Indenture, prior to the transmission
of any such notice of redemption, the Issuer will deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Issuer so to redeem have occurred, and (ii) an Opinion of Counsel to the effect that the Issuer as applicable, has or will become obligated to pay such Additional Amounts. Any such notice may be cancelled at any
time prior to notice of such redemption being transmitted in accordance with Section 10.02 to any Holder and shall thereby be void and of no effect. The notice to the Trustee shall include the information required to be included in the notice
to be given to Holders pursuant to Section 3.03. The Issuer will notify the Trustee of the Redemption Price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation.


  
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 SECTION 5.04. Selection of Notes to be Redeemed. If fewer than all the Notes are to
be redeemed, the Trustee shall select, not more than 60 or less than 45 days before the Redemption Date, the Notes to be redeemed pro rata or by lot or by such other method that complies with applicable legal and securities exchange requirements, if
any, and that the Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption Notes and portions of
them. in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify
the Issuer promptly of the Notes or portions of Notes to be redeemed. 
 SECTION 5.05. Notice of Redemption. (a) At least
30 days but not more than 60 days before a date for redemption of Notes, the Issuer shall transmit a notice of redemption in accordance with Section 10.02 and as provided below to each Holder of Notes to be redeemed at such Holder’s
registered address; provided, however, that any notice of a redemption provided for by Section 3.07 of this Indenture shall not be given earlier than 120 days prior to the earliest date on which the Issuer would be obligated to make a
payment of Additional Amounts were a payment in respect of the Notes then due and payable. In any case, failure to duly give notice in any manner provided in this Indenture, or any defect in the notice, to the Holder of any Note of a series
designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note of such series. 
 The notice shall identify the Notes to be redeemed and shall state: 

(i) the Redemption Date; 
 (ii) the manner of calculation of the Redemption Price and the amount of accrued interest to the Redemption Date; 
 (iii) the name and address of the Domiciliary Agent or the relevant Paying Agent, as applicable; 
 (iv) if Definitive Registered Notes exist, that Definitive Registered Certificates in respect of the Notes called for redemption must be surrendered to the relevant Paying Agent to collect the Redemption
Price; 
 (v) if fewer than all the outstanding Notes are to be redeemed, the principal amounts at maturity of
the particular Notes to be redeemed and, the numbers of the Definitive Registered Certificates, if applicable, in respect of the Notes being redeemed; 
 (vi) that, unless the Issuer defaults in making such redemption payment, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date; 

  
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 (vii) the ISIN, Common Code or CUSIP, if any, printed on the Global Notes or
Definitive Registered Certificates in respect of the Definitive Registered Notes being redeemed, as applicable; and 
 (viii) that no representation is made as to the correctness or accuracy of the ISIN, Common Code or CUSIP, if any, listed in such notice or printed on the Global Notes or the Definitive Registered
Certificates. 
 (c) At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and
at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section 3.03. 
 SECTION 5.06. Effect of Notice of Redemption. Once notice of redemption is transmitted in accordance with Section 10.02, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice. Upon surrender to the relevant Paying Agent of Notes being redeemed or Definitive Registered Certificates in respect of Definitive Registered Notes being redeemed, as applicable, such Notes or
Definitive Registered Notes, as applicable, shall be paid at the Redemption Price stated in the notice, plus accrued interest, if any, to the Redemption Date provided, however, that if the Redemption Date is after a regular record date and on
or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder. 
 SECTION 5.07. Deposit of Redemption Price. Prior to 12:00 p.m. Belgian time on the
Redemption Date, the Issuer shall deposit with the Domiciliary Agent or any other relevant Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is the relevant Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of and accrued interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after
the Redemption Date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited with the relevant Paying Agent funds sufficient to pay the aggregate Redemption Price of, and any accrued and
unpaid interest, if any, on, the Notes to be redeemed. 
 SECTION 5.08. Notes Redeemed in Part. Upon surrender of Notes,
that are redeemed in part, the Issuer shall execute and the Trustee shall authenticate (at the Issuer’s expense) a new Global Note or Definitive Registered Certificate, as applicable, equal in aggregate outstanding principal amount and
principal amount at maturity to the unredeemed portion of the Note surrendered. 
 SECTION 5.09. Optional Redemption for Tax
Reasons. The Issuer may, at its option, redeem the Notes in whole but not in part, at any time upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at a redemption price
equal to 100% of the principal amount thereof, plus 

  
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accrued and unpaid interest thereon, if any, to the Redemption Date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a
result of such redemption or otherwise (subject, if applicable, to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines that (1) on the
occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through
a paying agent located in another jurisdiction), as a result of: 
 (a) any change in, or amendment to, the laws or treaties (or
any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date, 

(b) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings
(including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or 

(c) the issuance of definitive Notes due to: 
 (i) the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer within 15 days of the notification, 

(ii) the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, or ceases to be, a
clearing agency in respect of the Notes and a successor is not able to be appointed by the Issuer within 15 days of such notification, 
 (iii) DTC notifies the Issuer that it is unwilling or unable to continue to act as depository or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor
depository is not appointed by the CDI Depositary at the Issuer’s request within 15 days of such notification, or 
 (iv)
if the CDI Depositary is at any time unwilling or unable to continue as CDI Depositary and a successor CDI Depositary is not appointed by the Issuer within 15 days of such notification. 

The notice of redemption may not be given earlier than 120 days prior to the earliest date on which the Issuer would be obligated to make
a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an
Officers’ Certificate and an Opinion of Counsel to the effect that the circumstances referred to above exist. The Trustee shall accept, and shall be entitled to rely upon, the Officers’ Certificate and opinion as sufficient evidence of the
satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders. 

  
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 ARTICLE 6 
 Covenants 
 SECTION 6.03. Payment of Notes. The Issuer shall promptly pay
the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or any other Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and interest then due. 
 The Issuer shall pay interest on
overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
 SECTION 6.04. Negative Pledge. So long as any Note remains outstanding, the Issuer: 
 (a) will not create or permit to subsist any Lien upon the whole or any part of its assets or revenues present or future to secure any Relevant Debt or any guarantee of or indemnity in respect of any
Relevant Debt (save under the Cross Guarantee Agreement); 
 (b) will procure that no Material Subsidiary (determined at the
time of incurrence) creates or permits to subsist any Lien upon the whole or any part of its assets or revenues present or future to secure any Relevant Debt of the Issuer or any guarantee or indemnity in respect of any such Relevant Debt (save
under the Cross Guarantee Agreement or as set forth in Section 4.02(c) below); and 
 (c) will procure that no Material
Subsidiary (determined at the time of incurrence) gives any guarantee of, or indemnity in respect of, any of the Relevant Debt of the Issuer, unless, at the same time or prior thereto, the Issuer’s obligations under the Notes and this Indenture
(A) are secured equally and ratably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be, or (B) have the benefit of such other Lien, guarantee, indemnity or other arrangement not
materially less beneficial to the Holders. 
 SECTION 6.05. Change of Control. (a) If a Change of Control Triggering
Event occurs, unless the Issuer has exercised its rights to redeem the Notes as described in Article 3 above, Holders will have the right to require the Issuer to repurchase all or any part (in minimum denominations of $1,000 and any integral
multiple of $1,000 in excess thereof ) of their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer shall offer payment in cash equal
to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of
Control Triggering Event, the Issuer shall mail a notice to Holders describing the transaction or transactions that constitute the Change of Control 

  
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Triggering Event and shall offer to repurchase the Notes 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 (“Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under 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 Notes 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 of the Notes, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached the Issuer’s obligations under the Change of Control
provisions of the Notes by virtue of such conflicts. 
 (b) On the Change of Control Payment Date, the Issuer
shall to the extent lawful: 
 (i) accept for payment all Notes or portions of Notes properly tendered pursuant
to the Change of Control Offer; 
 (ii) deposit with the Trustee an amount equal to the Change of Control Payment
in respect of all Notes or portions of Notes properly tendered; and 
 (iii) deliver or cause to be delivered to
the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. 
 (c) In each case at the Issuer’s expense, the Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all of the Notes are then
in global form, make such payment through the facilities of Euroclear, the CDI Depositary and DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to
any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in minimum denomination of $1,000 and any integral multiple of $1,000 in excess thereof. Any Note so accepted for payment will cease to accrue
interest on and after the Change of Control Payment Date unless the Issuer defaults in making the Change of Control Payment. 

SECTION 6.06. Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of
the Issuer an Officers’ Certificate stating that in the course of the performance by the signer of its duties as an Officer of the Issuer it would normally have knowledge of any Default and whether or not the signer knows of any Default that
occurred during such period, and if so, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. 

  
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 The Issuer will also be required to deliver to the Trustee, within 30 days after the
occurrence thereof, written notice of Default or Event of Default, their status and what action the Issuer is taking or proposes to take in respect thereof. 
 SECTION 6.07. Reports by the Issuer. 
 (a) The Issuer,
pursuant to Section 314(a) of the TIA, shall: 
 (i) file with the Trustee, within 15 days after the Issuer
has filed the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the
Issuer may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act of; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it shall file
with the Trustee, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
 (ii) file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC such additional information, documents and reports with respect to compliance by
the SEC with the conditions and covenants of the Indentures as may be required from time to time by such rules and regulations; and 
 (iii) transmit by mail to all holders of Notes within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the TIA, such summaries of any
information, documents and reports required to be filed by the Issuer pursuant to paragraphs (i) and (ii) of this Section as may be required by rules and regulations prescribed from time to time by the SEC. 

(b) The Issuer hereby agrees with each Holder, for so long as any Transfer Restricted Notes remain outstanding, to make
available to any Holder or beneficial owner of Transfer Restricted Notes in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Notes from such Holder or beneficial owner, upon request, the information with
respect to the Issuer and the Cross Guarantors required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Notes pursuant to Rule 144A under the Securities Act. 

Delivery to the Trustee of the information required by this Section 4.05 is for informational purposes only, and the Trustee’s
receipt of such information shall not constitute constructive notice of any information contained therein or determinable from 

  
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information contained therein, including compliance with any of the covenants under this Indenture. 
 SECTION 6.08. Further Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture. 
 SECTION 6.09. Payments of Additional Amounts.
(a) All payments made by the Issuer under, or with respect, to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental
charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium or any political subdivision or any authority or
agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a
“Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. 
 (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer
shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will
not be less than the amount the Holders and beneficial owners of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

 (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former
connection between the relevant Holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner of the Notes, if the relevant Holder
or beneficial owner of the Notes is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where
presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later), 

  
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 (ii) any estate, inheritance, gift, sales, excise, transfer, personal
property tax or similar tax, assessment or other governmental charge, 
 (iii) any Taxes which are payable
otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, 
 (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner
(A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the
case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, 

(v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union
Council Directive 2003/48/EC regarding the taxation of savings income, as amended, or any law implementing or complying with, or introduced in order to conform to such Directive, 

(vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of
such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26,
1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or 
 (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. 
 (c) The Issuer also will not be required to pay Additional Amounts: 

(i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented
the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been
entitled to Additional Amounts had the Note been presented on the last day of the 30-day period), 
 (ii) with
respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a
beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of 

  
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such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note; or 

(iii) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a
withholding or deduction by presenting the relevant Note to another paying agent in a Member State. 
 (d) If the Issuer will be
obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises
after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The
Officers’ Certificate must also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders and beneficial owners on the relevant payment date. 

(e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee
evidencing the payment of the Taxes with respect to which Additional Amounts are paid. 
 Whenever in this Indenture there is
mentioned, in any context: 
 (i) the payment of principal, 

(ii) purchase prices in connection with a purchase of Notes, 

(iii) interest, or 
 (iv) any other amount payable on or with respect to any of the Notes, 
 that reference shall be
deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. 

(f) The Issuer will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar
levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes,
charges or similar levies imposed by any jurisdiction outside of the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify
the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. 
 (g) The preceding provisions will survive
any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which 

  
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any successor Person to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein. 

SECTION 6.10. Certain Release of Cross Guarantee. Under the terms and conditions hereof and the Cross Guarantee Agreement, for so
long as any Note remains outstanding, all guarantees made by a Cross Guarantor under the Cross Guarantee Agreement in respect to the Notes and the Indenture will be released and discharged, upon a sale, exchange, transfer or other disposition in a
transaction or series of transactions over a twelve-month period (any such sale, exchange, transfer or other disposition in a transaction or series of transactions over a twelve-month period, a “Disposition”) to any Person that is not the
Issuer or a Subsidiary of the Issuer of all of the capital stock, or all or substantially all of the assets, of such Cross Guarantor, if as a result of which such Cross Guarantor ceases to be a Subsidiary of the Issuer; provided, that such
Disposition otherwise complies with the terms and conditions of this Indenture. With respect to a Disposition of such capital stock of, or a Disposition of such assets of, a Cross Guarantor that is a Major Subsidiary, to the extent the Disposition
does not constitute a Change of Control, the Issuer hereby covenants and agrees that no Cross Guarantor that is a Major Subsidiary shall be released under the Cross Guarantee Agreement in respect to the Notes and this Indenture if after giving
effect to such Disposition, Moody’s and S&P shall lower the credit rating of Notes issued under this Indenture directly as a result of such Disposition. 
 ARTICLE 7 
 Successor Issuer 

SECTION 7.03. When Issuer May Merge or Transfer Assets. The Issuer shall not merge into or consolidate with any other corporation
or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person other than any of its respective Subsidiaries, unless: 
 (a) the corporation into which the Issuer is merged or the Person which acquires by sale, conveyance, transfer or lease the properties and assets of the Issuer substantially as an entirety shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Notes and the performance of every
covenant of this Indenture on the part of the Issuer, as the case may be, to be performed or observed; 
 (b) 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, and 

(c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation,
merger, conveyance, transfer or lease and such supplemental indenture comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been complied with. 

  
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 SECTION 7.04. Successor Corporation Substituted. Upon any merger, or any sale,
conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with this Article 5, the successor corporation into which the Issuer is merged or to which such sale, conveyance, transfer or
lease is made shall succeed to, and be substituted for and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor corporation had been named as the Issuer herein; provided, however,
that no such sale, conveyance, transfer or lease shall have the effect of releasing the Person named as the “Issuer” in the first paragraph of this instrument or any successor corporation which shall theretofore have become such in the
manner prescribed in this Article from its liability as obligor and maker on any of the Notes. 
 ARTICLE 8 

Defaults and Remedies 
 SECTION 8.03. Events of Default. “Event of Default” wherever used herein with respect to the Notes means any one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

(a) a default for 30 days in any payment of interest on any Note issued under this Indenture when due and payable; 

(b) a default in the payment of principal of any Note issued under this Indenture at its Stated Maturity, upon required redemption or
repurchase or otherwise; 
 (c) the failure by any Cross Guarantor to perform any covenant set forth in the Cross Guarantee
Agreement applicable to such Cross Guarantor or the repudiation by any Cross Guarantor of its obligations under the Cross Guarantee Agreement other than in compliance with the terms thereof, in each case for 30 days after the Issuer receives written
notice from the Trustee, or the Cross Guarantee Agreement fails to be in full force and effect for any reason; 
 (d) the
failure by the Issuer for 30 days after it receives written notice from the Trustee to comply with any one or more of its obligations under the Notes (other than as specifically provided for otherwise in this Section 6.01; 

(e) default by the Issuer or any Material Subsidiary in the due payment of any other Indebtedness having a minimum aggregate amount of 2%
of the Issuer’s Consolidated Capitalization (or its equivalent in any other freely convertible currency or currencies) of the Issuer or any Material Subsidiary or assumed by or guaranteed by the Issuer or any Material Subsidiary, and provided
that any such default has not been cured within the period of grace contractually agreed upon or subsequently agreed to for such payment, or in the event that any such Indebtedness shall have become repayable before the due date thereof as a result
of acceleration of maturity by reason of the occurrence of 

  
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any event of default thereunder, unless in any such case such Indebtedness is contested in good faith (the “cross-acceleration provision”); provided, that if any such default is
cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such
Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; 
 (f) if a court shall enter a decree or order for relief in respect of the Issuer or any Material Subsidiary in an involuntary case under any applicable bankruptcy, insolvency, judicial reorganization or
other similar law now or hereafter in effect (including the Belgian Law of 8 August 1997 on bankruptcy (faillite/faillissement) and the Belgian Law of 31 January 2009 on the continuity of enterprises), or appointing a receiver,
liquidator, sequestrator (or other similar official under any applicable bankruptcy law) of the Issuer or any Material Subsidiary or for any substantial part of any of their property, or ordering the winding-up or liquidation of their affairs, and
such decree or order shall remain unstayed and in effect for a period of 60 consecutive days (the “bankruptcy provisions”); or 
 (g) if the Issuer or any Material Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect (including the Belgian Law of
8 August 1997 on bankruptcy (faillite/faillissement) and the Belgian Law of 31 January 2009 on the continuity of enterprises), or shall consent to the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator (or other similar official under any applicable bankruptcy law) of the Issuer or any Material Subsidiary or for any substantial part of any of their
property, or shall make any general assignment for the benefit of creditors, or shall take any corporate action in furtherance of any of the foregoing (the “winding-up provisions”). 

  
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 SECTION 8.04. Acceleration. If an Event of Default (other than as a result of the
bankruptcy provisions or the winding-up provisions) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal of and accrued but
unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default occurs as a result of the bankruptcy provisions or the winding-up provisions,
the unpaid principal of and interest on all the Notes issued will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate
principal amount of the then outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except non-payment of principal or interest that has become due solely because of acceleration. No such
rescission shall affect any subsequent Default or impair any right consequent thereto. 
 SECTION 8.05. Other Remedies.
If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative. 
 SECTION 8.06. Waiver of Past Defaults. The Holders of a majority
in aggregate outstanding principal amount of the Notes by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of, premium or interest (including Additional Amounts) on a
Note, (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent
of each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 

  
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 SECTION 8.07. Control by Majority. The Holders of a majority in aggregate outstanding
principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to
follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that may
involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such
action. 
 SECTION 8.08. Limitation on Suits. (a) Except to enforce the right to receive payment of principal,
premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless: 
 (1) the Holder gives to the Trustee notice stating that an Event of Default is continuing; 
 (2) the Holders of at least 25% in aggregate principal amount of these outstanding Notes make a written request to the Trustee to pursue the remedy; 

(3) the Trustee has been offered security or indemnity satisfactory to the Trustee against any loss, liability or expense;

 (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of
security or indemnity satisfactory to the Trustee; and 
 (5) the Holders of a majority in aggregate principal
amount of these outstanding Notes do not give the Trustee a direction inconsistent with the request during such 60-day period. 

(b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another
Holder. 
 SECTION 8.09. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of such Holder. 

  
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 SECTION 8.10. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(a) or 6.01(b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount then due and owing (together with
interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 7.07. 
 SECTION 8.11. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
and the Holders allowed in any judicial proceedings relative to the Issuer or any Subsidiary, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee
in bankruptcy or other Person performing similar functions and shall be entitled and empowered to collect and receive any moneys payable and deliverable on any such claims and to distribute the same, and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. The Issuer’s payment obligations under this Section 6.09 shall be secured in accordance with
the provisions of Section 7.07. 
 SECTION 8.12. Priorities. If the Trustee collects any money or property pursuant
to this Article 6, it shall pay out the money or property in the following order: 
 FIRST: to the Trustee for amounts due under
Section 7.07; 
 SECOND: to Holders for amounts due and unpaid on the Notes for principal and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and 
 THIRD: to the Issuer. 
 The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall transmit a notice in accordance with Section 10.02 to each Holder and the Issuer, which notice shall state the record date, the
payment date and amount to be paid. 

  
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 SECTION 8.13. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by a Holder or Holders of more than 10% in aggregate outstanding amount of the Notes. 

SECTION 8.14. Waiver of Stay or Extension Laws. To the extent permitted by applicable law, the Issuer shall not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the
Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted. 
 SECTION 8.15. No obligation on Trustee. Subject
to the provisions of this Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or
direction of any of the Holders of the Notes unless the Trustee has been offered an indemnity or security satisfactory to the Trustee against any loss, liability or expense. 
 ARTICLE 9 
 Trustee 

SECTION 9.03. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

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

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and
no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the
absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture. 

  
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However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 

(c) Notwithstanding any other provision of this Indenture the Trustee may not be relieved from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct, except that: 
 (i) this paragraph does not limit
the effect of Section 7.01(b); 
 (ii) the Trustee shall not be liable for any error of judgment made in
good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, Section 6.04 and
Section 6.05; and 
 (iv) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. 
 (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to Sections 7.01(a), 7.01(b) and 7.01(c). 
 (e) The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the Issuer. 
 (f) Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law. 
 (g) Every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of Section 7.01 and to the provisions of the TIA. 
 (h) In no event shall the Trustee be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but
not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought. 

SECTION 9.04. Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 

  
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 (b) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officers’ Certificate or Opinion of Counsel. 

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. 
 (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and
protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
 (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in aggregate outstanding principal amount of the Notes at the time outstanding, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuer personally or by agent or attorney, and to consult with the officers and representatives of the Issuer, including its accountants and attorneys. 
 (g) The Trustee shall be under no obligation to exercise any of the rights or powers invested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of
this Indenture, unless such Holders have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction.

 (h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties under
this Indenture. 
 SECTION 9.05. Individual Rights of Trustee. The Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11. 
 SECTION 9.06. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture, any guarantee under the Cross Guarantee Agreement, if any, or the Notes, it 

  
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shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer, in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f)
or 6.01(g) or of the identity of any Material Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received notice thereof in accordance with Section 10.02 hereof from the
Issuer or any Holder. 
 SECTION 9.07. Notice of Defaults. If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall transmit, in accordance with Section 10.02, a notice of the Default to each Holder within the earlier of 90 days after such Default occurs or 30 days after it is known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default in payment of principal of or interest or Additional Amounts on any Note (including payments pursuant to the mandatory redemption provisions of such Note, if any), the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders. 
 SECTION 9.08. Reports by Trustee to Holders. As promptly as practicable after each September 15, beginning with the September 15, 2011, following the date of this Indenture, and in any
event prior to September 30 in each year, the Trustee, at the Issuer’s expense, shall transmit in accordance with Section 10.02 to each Holder a brief report dated as of such September 15 that complies with Section 313(a) of
the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. 
 A copy of
each report at the time of it being transmitted to Holders shall be filed by the Issuer with the SEC (to the extent required by the TIA) and each stock exchange (if any) on which the Notes are listed. The Issuer agrees to notify promptly the Trustee
whenever the Notes become listed on any stock exchange and of any delisting thereof. 
 SECTION 9.09. Compensation and
Indemnity. The Issuer shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Trustee and its agents, employees, directors, officers and Affiliates against any and all loss, liability or expense
(including reasonable attorneys’ fees) incurred by or in connection with the administration of this trust and the performance of its duties hereunder, except to the extent such loss, liability, or expense results from the willful misconduct,
negligence or bad faith of the Trustee, or any of its agents, employees, directors, officers and Affiliates. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge


  
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thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer of its indemnity obligations hereunder. At the Trustee’s sole discretion, the Issuer
shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s expense in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee, which approval shall not
be unreasonably withheld. Such indemnified parties may have separate counsel and the Issuer as applicable shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees
and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer, and such parties in connection with such defense. 

To secure the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money
or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. 
 The Issuer’s payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy
law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(f) or 6.01(g)
with respect to the Issuer, the expenses are intended to constitute expenses of administration under the bankruptcy law. 

SECTION 9.10. Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer. The Holders of a
majority in aggregate principal amount outstanding of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if: 

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

(ii) the Trustee is adjudged bankrupt or insolvent; 

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

(iv) the Trustee otherwise becomes incapable of acting. 

(b) If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in aggregate amount outstanding of the Notes and
such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a
successor Trustee. 
 (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and
to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor


  
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Trustee shall transmit a notice in accordance with Section 10.02 of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07. 
 (d) If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate principal amount outstanding of the Notes may petition any court of competent jurisdiction (at the reasonable expense
of the Issuer) for the appointment of a successor Trustee. 
 (e) If the Trustee fails to comply with Section 7.10, unless
the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a protected holder of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee. 
 (f) Notwithstanding the replacement of the Trustee pursuant to this
Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 9.11. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 
 In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any
successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes
or in this Indenture provided that the certificate of the Trustee shall have. 
 SECTION 9.12. Eligibility;
Disqualification. There shall at all times be a Trustee hereunder and the Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $100,000,000 as
set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of
the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any indenture or indentures under which other securities or certificates of interest or participation in other securities of the
Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met. 

  
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 SECTION 9.13. Preferential Collection of Claims Against Issuer. The Trustee shall
comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated.

 SECTION 9.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of god; it being understood that the Trustee shall use commercially reasonable best efforts that are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances. 
 ARTICLE 10 

Discharge of Indenture; Defeasance 
 SECTION 10.03. Discharge of Liability on Notes; Defeasance. (a) When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.08) have been cancelled or
delivered to the Trustee for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the transmission of a notice of redemption pursuant to Article 3 hereof, or are by their terms to become
due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee as trust funds solely for the benefit of Holders for the giving of notice of redemption and the Issuer irrevocably
deposits with the Trustee cash in U.S. dollars in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of an internationally
recognized firm of independent certified public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and interest on the outstanding Notes when
due at maturity or upon redemption of, including interest thereon to maturity or such Redemption Date (other than Notes replaced or paid pursuant to Section 2.08) and if in either case the Issuer has paid or caused to be paid all other sums
payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. 

The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’
Certificate and an Opinion of Counsel reasonably satisfactory to the Trustee and at the cost and expense of the Issuer. 
 (b)
Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.05
and 4.08 and the operation of Sections 5.01(b), 6.01(e) (the “cross-acceleration provision”), 6.01(f) (the bankruptcy provisions) and 6.01(g) (the winding-up provisions) (with respect to Material Subsidiaries of the Issuer only)
(“covenant defeasance option”). The Issuer may exercise 

  
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its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 
 If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the
Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c) to 6.01(e) or because of the failure of the Issuer to comply with Section 5.01(b). 

Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the
discharge of those obligations that the Issuer terminates. 
 (c) Notwithstanding Sections 8.01(a) and 8.01(b) above, the
Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall
survive. 
 SECTION 10.04. Conditions to Defeasance (a) The Issuer may exercise its legal defeasance option or its
covenant defeasance option only if: 
 (i) the Issuer irrevocably deposits in trust with the Trustee cash in U.S.
dollars in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and premium (if any) and interest on the Notes when due at
maturity or redemption, as the case may be, including interest thereon to maturity or such Redemption Date; 

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

(iii) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect
thereto (other than a Default resulting from the incurrence of Indebtedness all or a portion of the proceeds at which will be used to release the Notes pursuant to this Section 8.02 concurrently with such incurrence); 

(iv) the deposit does not constitute a default under any other agreement binding on the Issuer; 

(v) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does
not constitute, or is 

  
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qualified as, a regulated investment company under the U.S. Investment Company Act of 1940; 
 (vi) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by,
the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders will not recognize income, gain or loss for U.S. Federal, U.K. and Belgian income tax purposes as a result of such deposit and defeasance and will be subject to U.S. Federal, U.K. and Belgian income tax on the same amounts,
in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; 
 (vii) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S.
federal, U.K. or Belgian income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal, U.K. and Belgian income tax on the same amounts, in the same manner and at the same times as would have been the case if
such deposit and defeasance had not occurred; 
 (viii) the Issuer delivers to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article 8 have been complied with; and 

(ix) the Issuer delivers to the Trustee all other documents or other information that the Trustee may reasonably require
in connection with the defeasance. 
 (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the
Trustee for the redemption of Notes at a future date in accordance with Article 3. 
 SECTION 10.05. Application of Trust
Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Notes. 
 SECTION 10.06. Repayment to
Issuer. The Trustee and the Paying Agent shall promptly turn over to the Issuer upon request any money or U.S. Government Obligations held by it as provided in this Article which, in the written opinion of an internationally recognized firm of
independent certified public accountants delivered to 

  
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the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to
effect an equivalent discharge or defeasance in accordance with this Article. 
 Subject to any applicable abandoned property
law, the Trustee and the Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the
Issuer for payment as general creditors, and the Trustee and the Paying Agent shall have no further liability with respect to such monies. 
 SECTION 10.07. Indemnity for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or the principal and interest received on such U.S. Government Obligations. 
 SECTION 10.08.
Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time
as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer has made any payment of principal of or interest on any Notes because
of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 

ARTICLE 11 

Supplemental Indentures 
 SECTION 11.03. Without Consent of Holders. (a) Without the consent of any Holders, the Issuer, when authorized pursuant to a resolution of the Board of Directors, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee and the Issuer, for any of the following purposes: 

(i) cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of
the Trustee, adversely affect the rights of any Holder in any material respect; 
 (ii) provide for the
assumption by a successor corporation of the obligations of the Issuer under this Indenture; 

  
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 (iii) provide for uncertificated Notes in addition to or in place of
certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in
Section 163(f)(2)(B) of the Code); 
 (iv) add to the covenants of the Issuer for the benefit of the Holders
or to surrender any right or power conferred upon the Issuer or any of its Subsidiaries; 
 (v) make any change
that does not adversely affect the rights of any Holder, subject to the provisions of this Indenture; 
 (vi)
provide for the issuance of Exchange Notes or Additional Notes; or 
 (vii) comply with any requirement of the
SEC in connection with the qualification of this Indenture under the TIA. 
 After a supplemental indenture under this
Section 9.01 becomes effective, the Issuer shall transmit in accordance with Section 10.2 to Holders a notice briefly describing such supplemental indenture. The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of a supplemental indenture under this Section 9.01. 
 SECTION 11.04. With Consent of
Holders. The Issuer, when authorized by a resolution of the Board of Directors and the Trustee, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture, but only with the consent of the Holders of more than 50% in aggregate principal amount of the outstanding Notes,
which consent may be obtained at a Meeting or otherwise. Notwithstanding the foregoing, a supplemental indenture that has any of the following effects requires the unanimous vote of the Holders (either in person or by proxy) of all of the
outstanding Notes affected by such decision in favor of such supplemental indenture at a duly convened Meeting: 

(i) reduce the principal amount of Notes or otherwise modify the conditions of payment of the principal amount of any
Note; 
 (ii) reduce the stated rate of or extend the time for payment of interest on any Note, or otherwise
modify the conditions of interest on any Note; 
 (iii) extend the Stated Maturity of any Note; 

(iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in
accordance with Article 3; 

  
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 (v) make any Note payable in any currency other than that stated in the
Note; 
 (vi) impair the right of any Holder to receive payments of principal of, and interest on, such
Holder’s Note on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Note; or 
 (vii) amend the first sentence of this Section 9.02 to reduce the aggregate principal amount of Notes whose holders must vote in favor of a supplemental indenture or make any change in the second
sentence of this Section 9.02. 
 After a supplemental indenture under this Section 9.02 becomes effective, the Issuer
shall transmit in accordance with Section 10.02 to Holders a notice briefly describing such supplemental indenture. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of a supplemental
indenture under this Section 9.02. 
 Appendix B contains additional provisions relating to the conduct of Meetings, which
provisions are hereby incorporated in and expressly made a part of this Indenture and which shall apply to any Meeting, whether for purposes of this Section 9.02 or otherwise. 

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

SECTION 11.05. Compliance with Trust Indenture Act and Article 568 of the Belgian Company Code. 

(a) Every supplemental indenture executed pursuant to this Indenture or the Notes shall comply with the TIA as then in
effect. 
 (b) No resolution of a Meeting which in the opinion of the Issuer relates to any of the matters listed
in Article 568 of the Belgian Company Code shall be effective unless approved at a Meeting complying in all respects with the requirements of the Indenture. Such matters include, inter alia, modifying or suspending the date of maturity of the Notes,
extending the time for payment of interest on any Note, reducing the rate of such interest or deciding urgent interim actions in the common interest of Holders. 
 SECTION 11.06. Revocation and Effect of Waivers and Proxies. 
 (a) A
waiver, or the appointment of a Proxy, by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the waiver or
the appointment of such Proxy, is not made on the Note. However, any such Holder or 

  
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subsequent Holder may revoke the written waiver, or the appointment of such Proxy, as to such Holder’s Note or portion of the Note if (in the case of a written consent) the Trustee receives
the notice of revocation before the date on which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite number of consents have been received or (in the case of the appointment of a Proxy) in accordance
with Appendix B. After a supplemental indenture or waiver becomes effective, it shall bind every Holder. A supplemental indenture or waiver becomes effective upon (i) if required by this Indenture, its approval at a duly convened Meeting by a
Required Resolution or the receipt of the requisite consent from Holders, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and
(iii) execution of such waiver or supplemental indenture by the Issuer and the Trustee. 
 (b) The Issuer may, but shall
not be obligated to, fix a record date for the purpose of determining the Holders entitled to give a written consent or take any other action described above or required or permitted to be taken pursuant to this Indenture (except that action by
Holders at Meetings will be governed by Appendix B). If a record date is fixed, then notwithstanding Section 9.04(a), those Persons who were Holders at such record date (or their duly designated Proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent (or the appointment of a Proxy) previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or
effective if given more than 120 days after such record date. 
 SECTION 11.07. Notation on or Exchange of Notes. If a
supplemental indenture changes the terms of a Note, the Trustee may require the Holder of the Note to deliver such Note (or, if applicable, the Definitive Registered Certificate in respect thereof) to the Trustee. The Trustee may place an
appropriate notation on the Note (or, if applicable, the Definitive Registered Certificate in respect thereof) regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange
for the Note (or, if applicable, the Definitive Registered Certificate in respect thereof) shall issue and the Trustee shall authenticate a new Note (or Definitive Registered Certificate in respect thereof, if applicable) that reflects the changed
terms. Failure to make the appropriate notation or to issue a new Note (or Definitive Registered Certificate in respect thereof, if applicable) shall not affect the validity of such supplemental indenture. 

SECTION 11.08. Trustee to Sign Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to
this Article 9 if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such supplemental indenture the Trustee shall be
entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such supplemental indenture
is authorized or permitted by this Indenture and that such supplemental indenture is the legal, valid and binding obligation of the Issuer enforceable 

  
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against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). 

SECTION 11.09. Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause
to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any waiver of or supplemental indenture amending any of the terms or provisions of this Indenture or the Notes (or the appointment
of any Proxy in relation to any of the foregoing) unless such consideration is offered to be paid to all Holders that so waive or approve the supplemental indenture in the time frame set forth in solicitation documents relating to such waiver or
supplemental indenture or Proxies in relation thereto. 
 SECTION 11.10. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture in accordance with Sections 9.01 and 9.02, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes, and every Holder of
Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
 ARTICLE 12 

Miscellaneous 

SECTION 12.03. Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 317 of the TIA, inclusive, such imposed duties or incorporated provision shall
control. 
 SECTION 12.04. Notices. Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail or sent by facsimile (with a hard copy delivered in person or by mail promptly thereafter) addressed as follows: 
 if to the Issuer: 
 Square Marie Curie 40 

1070 Brussels 

Belgium 

Fax:    +32 (2) 412 8568 
 Attention of: A.M. Silva Gonzalez and William Schoofs (separate notices to each person) 
 if to the Trustee: 
 The Bank of New York Mellon 

101 Barclay Street 
 New York, NY 10286 

  
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 Fax:    +44 207 964 2536 

Attention: Corporate Trust Administration 
 The Issuer or the Trustee by notice to the other parties hereto may designate additional or different addresses for subsequent notices or communications. 

Notwithstanding anything to the contrary in this Indenture, any notice or report to Holders that is required by the relevant section of
the TIA to be mailed shall be so mailed. Any notice or communication mailed to a Holder shall be mailed, by first-class mail, to the Holder at the Holder’s address as it appears on the registration books of the Registrar or the Issuer, as the
case may be, and shall be sufficiently given if so mailed within the time prescribed. Mailing required by Section 313 of the TIA shall be made in accordance with Section 313(c) thereof. 

Failure to transmit a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other
Holders. If a notice or communication is transmitted in the manner provided above, it is duly given, whether or not the addressee receives it. 
 For so long as Notes are in the form of a Global Note, notices to Holders of interests in such Global Note are permitted to be given through the relevant clearance systems in accordance with the
Applicable Procedures thereof. In addition, the Issuer and/or the Trustee may treat the Person that is the Holder for purposes of payments of principal, premium, if any, and interest on the Notes as the Holder for purposes of the transmission of
notices, reports and certificates. 
 SECTION 12.05. Communication by Holders with Other Holders. Holders may communicate
pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA.

 SECTION 12.06. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to
the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee: 
 (b) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and 
 (c) an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 

  
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 SECTION 12.07. Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.04) shall include: 
 (a) a statement that the individual making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to
whether or not, in the opinion of such individual, such covenant or condition has been complied with. 
 SECTION 12.08. Acts
by Holders. In determining whether the Holders of the required aggregate amount outstanding of the Notes have (a) concurred in any direction, waiver or consent, (b) voted in favor of a Required Resolution at a Meeting or (c) are
present or represented at a Meeting, Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes
outstanding at the time shall be considered in any such determination. 
 SECTION 12.09. Rules by Trustee, Paying Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
 SECTION 12.10. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which banking institutions are generally not open in Brussels, Belgium or the State of New York.
If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be
affected. 
 SECTION 12.11. Governing Law. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

  
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 SECTION 12.12. Consent to Jurisdiction and Service. The Issuer irrevocably
(i) agrees that any legal suit, action or proceeding against the Issuer arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of
Manhattan, The City of New York and (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding. The Issuer has appointed Corporate Service
Company as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes or the transactions contemplated hereby which may be instituted in
any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The
Issuer represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue
such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer. 

SECTION 12.13. No Recourse Against Others. A director, officer, employee, incorporator or shareholder, as such, of the Issuer
shall not have any liability for any obligations of the Issuer under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release
all such liability. The waiver and release shall be part of the consideration for the issue of the Notes. 
 SECTION 12.14.
Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 

SECTION 12.15. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 
 SECTION
12.16. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions hereof. 
 SECTION 12.17. Prescription. Claims against
the Issuer for the payment of principal on the Notes will be prescribed 10 years after the applicable due date for the payment thereof. Claims against the Issuer for the payment of interest or Additional Amounts, if any, on the Notes will be
prescribed five years after the applicable due date for payment of interest. 
 [Signature page follows] 

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

			
	DELHAIZE GROUP SA/NV
		
	By:	 	 /s/ A. M. Silva Gonzalez

		 	Name: A. M. Silva Gonzalez
		 	Title: Vice President - Treasury
	
	 THE BANK OF NEW YORK MELLON, as Trustee

		
	By:	 	 /s/ Trevor Blewer

		 	Name: Trevor Blewer
		 	Title: Vice President


 Indenture
Signature Page 







 APPENDIX A 
 PROVISIONS RELATING TO INITIAL NOTES AND EXCHANGE NOTES 
 1 Definitions
and Interpretation 
 1.1 Definitions 
 For the purposes of this Appendix A the following terms shall have the meanings indicated below: 
 “Applicable Procedures” means the rules and procedures of the X/N System, Euroclear, Clearstream and DTC, in each case to the extent applicable to a transaction and as in effect from time to
time; 
 “CDI Depositary” means The Bank of New York Mellon until a successor replaces it and, thereafter, means the
successor; 
 “Clearstream” means Clearstream Banking, société anonyme, or any successor
securities clearing agency; 
 “Definitive Registered Certificate” means a certificate in the form of Exhibit C that
evidences the registration of a Definitive Registered Note in the name of a Holder in the Register; 
 “Definitive
Registered Note” means a Note outstanding in registered form, title to which is shown by an entry in the Register; 

“Domiciliary Agent” means ING Belgium SA/NV or its successor, as domiciliary agent under the Agency Agreement; 

“DTC” means The Depository Trust Company, its nominees and their respective successors; 

“Euroclear” means the clearing and settlement system operated by Euroclear Bank SA/NV, or any successor securities clearing and
settlement agency; 
 “Global Notes Legend” means the legend referred to as such in Section 2.3(i)(i) herein;

 “NBB” means the National Bank of Belgium; 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A; 
 “Register” means the register held by the Registrar, if any, in accordance with Section 2.4 hereof, which will show the aggregate principal amount, serial numbers and dates of issuance of
Definitive Registered Notes and Definitive Registered 







 
Certificates, the names and address of the Holders and the dates of all transfers to, and the names and addresses of, all subsequent Holders, all cancellations of Definitive Registered Notes and
corresponding Definitive Registered Certificates and all replacements of Definitive Registered Certificates; 
 “Registered
Exchange Offer” means an offer by the Issuer, pursuant to a Registration Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount at maturity of
Exchange Notes registered under the Securities Act; 
 “Registration Rights Agreement” means (a) the Registration
Rights Agreement dated October 8, 2010, among the Issuer, the Cross Guarantors and Banc of America Securities LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. and (b) any other similar
Registration Rights Agreement relating to Additional Notes; 
 “Regulation S” means Regulation S under the Securities
Act; 
 “Regulation S Notes” means all Initial Notes offered and issued outside the United States in reliance on
Regulation S; 
 “Restricted Period”, with respect to any Notes, means the period of 40 consecutive days beginning on
and including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day (if later than the Issue Date) shall be promptly given
by the Issuer to the Trustee, and (b) the Issue Date with respect to such Notes; 
 “Restricted Notes Legend”
means the legend referred to as such in Section 2.3(i)(i) herein; 
 “Rule 144A” means Rule 144A under the
Securities Act; 
 “Rule 144A Notes” means all Initial Notes offered and issued pursuant to a private placement
exemption from the registration requirements of the Securities Act and eligible for resale pursuant to Rule 144A; 

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

“Shelf Registration Statement” means a registration statement filed by the Issuer in connection with the offer and sale of
Initial Notes pursuant to the Registration Agreement; 
 “Transfer Agent” means The Bank of New York (Luxembourg),
S.A.; and 
 “Transfer Restricted Notes” means any Notes that bear or are required to bear (or in respect of which
Definitive Registered Certificates bear or are required to bear) the Restricted Notes Legend or otherwise subject to the restrictions contained therein. 

  
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 1.2 Other Definitions 

 

			
	            Term:	  	Defined in Section:
	 “Global Note”
	  	2.1(b)
	 “Regulation S Global Note”
	  	2.1(b)
	 “Regulation S Permanent Global Note
	  	2.1(b)
	 “Regulation S Temporary Global Note
	  	2.1(b)
	 “Rule 144A Global Note”
	  	2.1(b)

 1.2 Rules of
Interpretation 
 If any conflict or inconsistency exists between this Appendix A and the rest of the Indenture, the
Indenture shall govern. 
 2 The Notes 
 2.1 Form and Dating 
 (a) Initial Notes. The Initial Notes issued on
the date hereof will be (i) offered and issued by the Issuer to eligible holders pursuant to the Initial Exchange Offer. Such Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S.
Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. 

(b) Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in bearer form
(collectively, the “Rule 144A Global Notes”) and Regulation S Notes shall be issued initially in the form of one or more global Notes in bearer form (collectively, the “Regulation S Global Notes”) without interest
coupons and bearing the Global Notes Legend and, in the case of Rule 144A Notes, the Restricted Notes Legend, which shall be duly executed by the Issuer, authenticated by the Trustee as provided in the Indenture and deposited in the X/N System.
Regulation S Notes shall be issued initially in the form of one or more temporary global Notes in bearer form (each a “Regulation S Temporary Global Note”) without interest coupons and bearing the Regulation S Temporary Global Notes
Legend and the Global Notes Legend, which shall be duly executed by the Issuer, authenticated by the Trustee as provided in the Indenture and deposited in the X/N System. The Regulation S Global Note will be exchangeable for a single permanent
global Note, (the “Regulation S Permanent Global Note” and together with each Regulation S Temporary Global Note a “Regulation S Global Note”) without interest coupons and bearing the Global Notes Legend, which
shall be duly executed by the Issuer, authenticated by the Trustee as provided in the Indenture and deposited in the X/N System after the expiration of the applicable “distribution compliance period” (as defined in Regulation S) and the
certification required by Regulation S. Prior to such time, a beneficial interest in the Regulation S Temporary Global Note may be transferred to a person who takes delivery 

  
 A-3









 
in the form of an interest in the Rule 144A Global Note only in accordance with Section 2.3 hereof. Book-Entry Interests in the Regulation S Global Notes shall not be exchangeable for
interests in the Rule 144A Global Notes until the expiration of the Restricted Period. The Rule 144A Global Notes and the Regulation S Global Notes are each referred to herein as a “Global Note” and are collectively referred to herein as
“Global Notes”; provided that the term “Global Note” when used in Sections 2.3(k)(i) and 2.3(l)(i) shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange. The
aggregate principal amount at maturity of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Domiciliary Agent, Trustee and/or the NBB, as applicable, and on the schedules thereto as
hereinafter provided. 
 (c) Definitive Registered Notes. Except as provided in Section 2.3, owners of Book-Entry
Interests in Global Notes will not be entitled to receive interests in Definitive Registered Notes in exchange for such Book-Entry Interests or physical delivery of Definitive Registered Certificates in respect of Definitive Registered Notes.

 2.2 Authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee
shall authenticate and make available for delivery upon a written order of the Issuer signed by two members of the Board of Directors of the Issuer (a) Original Notes for original issue on the date hereof in an aggregate principal amount at
maturity of USD 827,163,000 million in Notes, (b) subject to the terms of the Indenture, Additional Notes and (c) the Exchange Notes for issue only in a Registered Exchange Offer pursuant to a Registration Agreement and for a like
principal amount at maturity of Initial Notes exchanged pursuant thereto. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be
Initial Notes or Exchange Notes. 
 2.3 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. Holders of Book-Entry Interests in the Global Notes will not be entitled to receive
physical delivery of the Global Notes or of any individual bearer note representing a portion thereof. Any transfer of a Book-Entry Interest in a Global Note or payment of the principal, interest or premium, if any, on such interests in the Global
Notes other than through the X/N System or its Participants and/or Indirect Participants, shall not be enforceable against the Issuer. Global Notes may be replaced, as provided in Section 2.08 of the Indenture. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note pursuant to this Section 2.3 shall be authenticated and delivered in the form of, and shall be, a Global Note, except in connection with the issuance of Definitive Registered Notes as
provided in Sections 2.3(e) and 2.3(f). A Global Note may not be exchanged for another Note other than as provided in the Global Notes Legend. However, Book-Entry Interests in a Global Note may be transferred and exchanged as provided in this
Section 2.3. 
 All Global Notes will be exchanged by the Issuer in whole, but not in part, for Definitive Registered
Notes, in respect of which Definitive Registered Certificates will be issued, in the event that: 

  
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 (1) (A) the NBB ceases to operate the X/N System and no successor has been
appointed within 15 days after the date on which NBB gives notice of such fact to the Issuer and the Domiciliary Agent; 
 (B) both Euroclear and Clearstream notify the Issuer that they are unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes and no successor clearing agency
has been appointed within 15 days after the date on which notice of such fact is given to the Issuer; 
 (C) DTC
notifies the Issuer that it is unwilling or unable to continue to act as depositary or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by the CDI Depositary at the
Issuer’s request within 15 days of such notification; or 
 (D) if the CDI Depositary is at any time
unwilling or unable to continue as CDI Depositary and a successor CDI depositary is not appointed by the Issuer within 15 days of such notification; or 
 (2) if, as a result of any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing Jurisdiction affecting
taxation, or any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), that becomes effective on
or after the Closing Date of such series, the Issuer determines that continuing to settle the Notes through the X/N System would require it on the occasion of the next payment due in respect of the Notes to make a deduction or withholding from any
payment in respect of the Notes, which deduction or withholding would not then be required in respect of Definitive Registered Notes. 
 In the event that Definitive Registered Notes become exchangeable pursuant to clause (1)(A) above: 
 (i) the Issuer shall (a) issue Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes and (b) instruct the Domiciliary Agent to request
the NBB to cancel the Global Notes within five Business Days after such request; and 
 (ii) The Bank of New York
Mellon, New York Branch, shall: (a) arrange for Definitive Registered Notes to be issued in the amount of and in the name of the holders of book-entry interests in the CDIs representing interests in the Global Notes (for the latter, based on
instructions received by it from the CDI Depositary, in turn based on instructions from DTC); and (b) upon cancelation of the Global Notes by the NBB, arrange for the entry of the Definitive Registered Notes in the register kept by the Issuer
and the delivery of certificates evidencing the 

  
 A-5









 
entry of the Definitive Registered Notes in such register in the name of the relevant holders of book entry interests. 

In the event that Global Notes become exchangeable pursuant to clause 1(B) or (2) above: 

(i) The Bank of New York Mellon, New York Branch, shall deliver to the Issuer a request for the issue of Definitive
Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes; and 
 (ii)
the Issuer shall (a) issue Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes and (b) instruct the Domiciliary Agent to request the NBB to cancel the Global Notes within five
business days after such request; and 
 (ii) The Bank of New York Mellon, New York Branch, shall:
(a) arrange for Definitive Registered Notes to be issued in the amount of and in the name of the holders of book-entry interests in the CDIs representing interests in the Global Notes (for the latter, based on instructions received by it from
the CDI Depositary, in turn based on instructions from DTC); and (b) arrange for the entry of the Definitive Registered Notes in the register kept by the Issuer and the delivery of certificates evidencing the entry of the Definitive Registered
Notes in such register in the name of the relevant holders of book-entry interests. 
 At the time of the exchange of the
Definitive Registered Notes, the entries made of the Definitive Registered Notes in the Register shall correspond with the last entries in the accounts of the X/N System and/or its Participants (or as directed by them). 

In the event that Global Notes become exchangeable pursuant to clause (1)(C) or (D) above: 

(i) the Issuer shall (a) issue Definitive Registered Notes in an aggregate principal amount equal to the principal
amount of the Global Notes and (ii) instruct the Domiciliary Agent to request the NBB to cancel the Global Notes within five business days after such request; and 

(ii) the substitute to the CDI’s depositary shall: (a) arrange for Definitive Registered Notes to be issued in
the amount of and in the name of the holders of book-entry interests in the CDIs representing interests in the Global Notes (based on instructions received by it from the CDI Depositary, in turn based on instructions from DTC); and (b) arrange
for the entry of the Definitive Registered Notes in the register kept by the Issuer and the delivery of certificates evidencing the entry of the Definitive Registered Notes in such register in the name of the relevant holders of book-entry
interests. 

  
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 (b) General Provisions Applicable to Transfers and Exchanges of the Notes. Transfers
of Book-Entry Interests in the Global Notes (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note) shall require compliance with this
Section 2.3(b), as well as one or more of the other paragraphs of this Section 2.3, as applicable. 
 In connection
with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Notes), the Domiciliary
Agent must receive: (i) a written order from a Participant or an Indirect Participant given in accordance with the Applicable Procedures directing the Domiciliary Agent to debit, or cause to be debited, from the transferor or person exchanging
a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given in accordance with the Applicable Procedures directing the Domiciliary
Agent to, credit or cause to be credited, a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures
containing information regarding the account of the Participant to be credited with such increase. 
 In connection with a
transfer or exchange of a Book-Entry Interest for a Definitive Registered Note, the Domiciliary Agent must receive: (i) a written order from a Participant or an Indirect Participant given in accordance with the Applicable Procedures directing
the Domiciliary Agent to debit, or cause to be debited, from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Domiciliary
Agent to direct the Transfer Agent to cause the Issuer to issue, and to arrange for the entry in the Register of, a Definitive Registered Note in an amount equal to the Book-Entry Interest to be transferred or exchanged and the Issuer to issue, and
the Trustee to authenticate, Definitive Registered Certificates in respect of Definitive Registered Notes; and (iii) instructions containing information regarding the Person in whose name such Definitive Registered Note shall be registered to
effect such transfer or exchange. 
 In connection with any transfer or exchange of Definitive Registered Notes, the Holder of
such Notes shall present or surrender to the Transfer Agent the corresponding Definitive Registered Certificate(s) duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and Transfer Agent duly
executed by such Holder or by its attorney, duly authorized in writing. 
 Upon satisfaction of all of the requirements for
transfer or exchange of Book-Entry Interests in Global Notes contained in the Indenture, the Domiciliary Agent shall issue to the NBB a new “Schedule of Increases or Decreases in Global Note” to be attached to the relevant Global Notes
reflecting the increase or decrease, as applicable, in the principal amount at maturity of such Global Note and shall at the same time provide the Trustee with a copy of such schedule. 

  
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 (c) Transfer of Book-Entry Interests in a Regulation S Global Note to Book-Entry
Interests in a Rule 144A Global Note. A Book-Entry Interest in a Regulation S Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Rule 144A Global Note only if the transfer complies
with the requirements of Sections 2.3(b) and (to the extent applicable by its terms) 2.3(h) and the Domiciliary Agent receives a certificate to the effect set forth in Exhibit D to the Indenture, including (to the extent required by
Section 2.3(h) the certifications in item (4) thereof. 
 Upon the receipt of such certificate and the order and
instructions required by Section 2.3(b), the Domiciliary Agent (i) shall deliver, or cause to be delivered, to NBB a new “Schedule of Increases or Decreases in Global Note” reflecting the decrease in amount of the relevant
Regulation S Global Note and a new “Schedule of Increases or Decreases in Global Note” reflecting the increase in amount of the relevant Rule 144A Global Note by the principal amount at maturity of such transfer (and shall at the same time
provide the Trustee with a copy of such schedule) and (ii) thereafter credit and debit, or cause to be credited and debited, the accounts of the relevant Participants in connection with such transfer. 

(d) Transfer of Book-Entry Interests in a Rule 144A Global Note to Book-Entry Interests in a Regulation S Global Note. A
Book-Entry Interest in a Rule 144A Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Regulation S Global Note, only if the transfer complies with the requirements of Sections 2.3(b) and
(to the extent applicable by its terms) 2.3(h) and the Domiciliary Agent receives a certificate from the Holder of such Book-Entry Interest in the form of Exhibit D to the Indenture, including the certifications in item (5) thereof. 

Upon receipt of such certificate and the orders and instructions required by Section 2.3(b), the Domiciliary Agent (i) shall
deliver, or cause to be delivered, to NBB a new “Schedule of Increases or Decreases in Global Note” reflecting the increase in the amount of the relevant Regulation S Global Note and a new “Schedule of Increases or Decreases in Global
Note” reflecting the decrease in amount of the relevant Rule 144A Global Note by the principal amount at maturity of such transfer (and shall at the same time provide the Trustee with a copy of such schedule) and (ii) thereafter, credit
and debit, or cause to be credited and debited, the accounts of the relevant Participants and Indirect Participants in connection with such transfer. 
 No interest in a Regulation S Temporary Global Note will be transferred to a Holder of an interest in a Regulation S Permanent Global Note except pursuant to Section 2.1. 

(e) Transfer of Book-Entry Interests in Global Notes to Definitive Registered Notes. A Holder of a Book-Entry Interest in a Global
Note may transfer such Book-Entry Interest to a Person who takes delivery thereof in the form of a Definitive Registered Note within 60 days following notice given by the Issuer or the Trustee of an Event of Default specified in Clause (a), (b),
(e), (f) or (g) of Section 6.01 of the 

  
 A-8









 
Indenture with respect to the Notes only if such transfer complies with the requirements of Sections 2.3(b) and (to the extent applicable by its terms) 2.3(h) and: 

(i) in the case of a transfer by a Holder of a Book-Entry Interest in a Regulation S Global Note, the Domiciliary Agent shall have
received a certificate to the effect set forth in Exhibit D to the Indenture, including (to the extent required by Section 2.3(h) the certifications in item (4) or (5) thereof; 

(ii) in the case of a transfer by a Holder of a Book-Entry Interest in a Rule 144A Global Note that is a Transfer Restricted Note to a
QIB in reliance on Rule 144A, the Domiciliary Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including certifications in item (4) thereof; 

(iii) in the case of a transfer by a Holder of a Book-Entry Interest in a 144A Global Note that is a Transfer Restricted Note in reliance
on Regulation S, the Domiciliary Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications in item (5) thereof; or 

(iv) in the case of a transfer by a Holder of a Book-Entry Interest in a Rule 144A Global Note that is a Transfer Restricted Note in
reliance on Rule 144, the Domiciliary Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications in item (6) thereof and, if the Issuer so requests, an opinion of counsel or other
evidence reasonably satisfactory to the Issuer as to compliance with the restrictions contained in the legend set forth in Section 2.3(i)(i). 
 Upon receipt of such certificate and the orders and instructions required by Section 2.3(b), the Domiciliary Agent shall (i) deliver, or cause to be delivered to the NBB a new “Schedule of
Increases or Decreases in Global Note” reflecting the decrease in the amount of the relevant Global Note by the principal amount at maturity of such transfer (and shall at the same time provide the Trustee with a copy of such schedule),
(ii) thereafter, debit, or cause to be debited, the accounts of the relevant Participant in connection with such transfer and (iii) shall give notice to the Transfer Agent, which shall cause the Issuer to exchange the Book-Entry Interests
so transferred against Definitive Registered Notes in an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of such Book-Entry Interests and in the names set forth in the instructions received by the
Domiciliary Agent and cause the Trustee, upon receipt of an Authentication Order from the Issuer in accordance with Section 2.3 of the Indenture, to authenticate one or more Definitive Registered Certificates in respect of such Definitive
Registered Notes. The Transfer Agent shall cause any Definitive Registered Certificate in respect of a Definitive Registered Note that is a Transfer Restricted Note to bear the Restricted Notes Legend and instruct the Registrar to note the transfer
restrictions in the Register. In addition, the Transfer Agent shall instruct the Registrar to record such transfer in the Register. 
 (f) Exchanges of Book-Entry Interests in Global Notes for a Definitive Registered Note. A Holder of a Book-Entry Interest in a Global Note may exchange such Book-Entry Interest for a Definitive
Registered Note within 60 days 

  
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following notice given by the Issuer or the Trustee of an Event of Default specified in clause (a), (b), (e), (f) or (g) of Section 6.01 the Indenture with respect to the Notes if
the exchange complies with the requirements of Sections 2.3(h) and (to the extent applicable by its terms) 2.3(b) and, in the case of Transfer Restricted Notes, the Domiciliary Agent receives a certificate from such Holder in the form of Exhibit D
to the Indenture, including the certifications in item (4), (5) or (6) thereof, as applicable, and, in the case of a transfer described in clause (6) of such certificate and, if the Issuer so requests, an opinion of counsel or other
evidence reasonably satisfactory to it as to compliance with the restrictions in the legend set forth in Section 2.3(i)(i); provided that a Holder of a Book-Entry Interest in a Global Note will not be required to provide any of the securities
law certifications in Exhibit D in connection with an exchange of such Book-Entry Interest for a Definitive Registered Note that is subject to the same transfer restrictions as such Book-Entry Interest. 

Upon receipt of such certificate and the orders and instructions required by Section 2.3(b), the Domiciliary Agent shall
(i) debit, or cause to be debited, the accounts of the relevant Participants, (ii) deliver, or cause to be delivered, to the NBB a new “Schedule of Increases or Decreases in Global Note” reflecting the decrease in amount of the
relevant Global Note by the principal amount at maturity of such exchange (and shall at the same time provide the Trustee with a copy of such schedule) and (iii) give notice to the Transfer Agent which shall cause the Issuer to exchange the
Book-Entry Interests so transferred against Definitive Registered Notes in an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of such Book-Entry Interests and in the names set forth in the instructions
received by the Domiciliary Agent, and cause the Trustee, upon receipt of an Authentication Order from the Issuer in accordance with Section 2.3 of the Indenture, to authenticate one or more Definitive Registered Certificates in respect of such
Definitive Registered Notes. The Transfer Agent shall instruct the Registrar to record such exchange in the Register. The Transfer Agent shall cause any Definitive Registered Certificate in respect of a Transfer Restricted Note issued in exchange
for a Book-Entry Interest in a Global Note subject to Transfer Restrictions pursuant to this Section 2.3(f) to bear the Restricted Notes Legend and instruct the Registrar to note the transfer restrictions in the Register. The Trustee will
deliver (at the Issuer’s expense) the Definitive Registered Certificates in respect of the relevant Definitive Registered Notes to the Holders entitled thereto. 
 (g) Transfer of Definitive Registered Notes for Definitive Registered Notes. Any Holder of a Definitive Registered Note may transfer such Note to a Person who receives such security in the form of
a Definitive Registered Note if (x) the transfer complies with Section 2.3(b) and (to the extent applicable by its terms) 2.3(h) and: 
 (i) in the case of a transfer by a Holder of a Definitive Registered Note that is a Transfer Restricted Note or a Regulation S Note during the Restricted Period to a QIB in reliance on Rule 144A, the
Transfer Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications in item (4) thereof; 

  
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 (ii) in the case of a transfer by a Holder of a Definitive Registered Note
that is a Transfer Restricted Note or a Regulation S Note during the Restricted Period in reliance on Rule 144, the Transfer Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications
in item (6) thereof, and if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to compliance with the restrictions in the legend set forth in Section 2.3(i)(i); and 

(ii) in the case of a transfer by a Holder of a Definitive Registered Note that is a Transfer Restricted Note or a
Regulation S Note during the Restricted Period in reliance on Regulation S, the Transfer Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications in item (5) thereto.

 Upon the receipt of any Definitive Registered Certificates, the Transfer Agent shall cancel such Definitive Registered
Certificates pursuant to Section 2.11 of the Indenture and complete and deliver to the Issuer a new Definitive Registered Certificate in respect of the transferred Definitive Registered Note. The Issuer shall execute and the Trustee shall
authenticate and deliver such new Definitive Registered Certificate to such Person(s) as the Holder of the Definitive Registered Note being transferred shall designate. In addition, the Transfer Agent shall instruct the Registrar to record such
transfer in the Register. 
 (h) Restrictions on Transfers 

(i) Prior to the expiration of the Restricted Period, interests in the Regulation S Global Note may only be held through
Euroclear or Clearstream. During the Restricted Period, Book-Entry Interests in a Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and any sales of
Regulation S Notes during the Restricted Period are only permitted to be made in accordance with one of the following exemptions (collectively, the “Sales Exemptions”): (a) to the Issuer, (b) so long as such security is
eligible for resale pursuant to Rule 144A, to a person whom the selling Holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, (c) in an offshore transaction in accordance with Regulation S, (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act or
(e) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. Prior to the expiration of the Restricted Period, transfers by an
owner of a Book-Entry Interest in a Regulation S Global Note to a transferee who takes delivery of such Book-Entry Interest in a Rule 144A Global Note shall be made only in accordance with the Applicable Procedures and upon receipt by the
Domiciliary Agent of a certificate from the transferor of the Book-Entry Interest to the effect set forth in Exhibit D to the Indenture. 

  
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 Notwithstanding the foregoing, the Issuer will not be required to register
the transfer or any of the Definitive Registered Notes selected for redemption or due to be redeemed: 
  

	 	(1)	for a period of 5 days before the date for redemption; or 

  

	 	(2)	for a period of 5 days before an interest payment date. 

 (ii) Upon the expiration of the Restricted Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the
Indenture. 
 (i) Legend 
 (i) Except as permitted by the following paragraph (ii), (iii) or (iv), each Global Note (and all Global Notes issued in exchange therefor or in substitution thereof) shall bear the Global Notes
Legend in substantially the form set out below and each Rule 144A Note or Definitive Registered Certificate in respect thereof (and all Rule 144A Notes or Definitive Registered Certificates issued in exchange therefor) shall bear the Restricted
Notes Legend (each defined term in the legend being defined as such for purposes of the legend only): 
 Global Notes Legend:

 ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE. 
 Restricted
Notes Legend: 
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT
THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER,
(2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE With RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED 

  
 A-12









 
STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS NOTE. 

Each Definitive Registered Certificate shall bear the following additional legend: 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 Each Global Note will bear
a legend in substantially the following form: 
 THIS GLOBAL NOTE IS ACCEPTED FOR CLEARANCE THROUGH THE X/N SYSTEM OPERATED BY
THE NBB (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) AND IS HELD BY THE NBB FOR THE ACCOUNT OF THE PARTICIPANTS OF THE X/N SYSTEM, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE DOMICILIARY AGENT MAY
AMEND THE “SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE” AS MAY BE REQUIRED PURSUANT TO SUCH INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED, IN WHOLE OR IN PART, PURSUANT TO SUCH INDENTURE (INCLUDING IN CONNECTION WITH A
REGISTERED EXCHANGE OFFER, A SHELF REGISTRATION STATEMENT OR A PRIVATE EXCHANGE), (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF SUCH INDENTURE AND (4) THE NBB MAY ENTRUST THIS GLOBAL NOTE
TO A SUBDEPOSITARY THAT WILL ACT AS AGENT AND FOR THE ACCOUNT OF THE NBB. THE AGREEMENT BETWEEN THE NBB AND THE SUBDEPOSITARY MAY NOT DEVIATE FROM THE PROVISIONS OF THE CLEARING AGREEMENT (AS DEFINED IN THE INDENTURE GOVERNING THIS GLOBAL NOTE) IN
RESPECT OF THIS GLOBAL NOTE. 
 Each Regulation S Temporary Global Note will bear a legend substantially in the following form: 

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE U.S. SECURITIES ACT. NEITHER THIS GLOBAL NOTE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED ABOVE. NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST OR OTHER AMOUNTS HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED AND THIS GLOBAL NOTE HAS BEEN EXCHANGED FOR A REGULATION S PERMANENT GLOBAL NOTE 

  
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PURSUANT TO THE TERMS OF THE INDENTURE REFERRED TO BELOW, ALTHOUGH INTEREST WILL CONTINUE TO ACCRUE. UNTIL SO EXCHANGED IN FULL, THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL IN ALL OTHER
RESPECTS BE ENTITLED TO THE SAME BENEFITS AS OTHER NOTES UNDER SAID INDENTURE. 
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. 
 Each Regulation S Permanent Global Note will bear a legend
substantially in the following form: 
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. 
 (ii) Upon any sale or transfer of a Transfer Restricted Note that
is a Definitive Registered Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Registered Note in respect of which the Definitive Registered Certificate does not bear the legends set forth
above and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certificate to be in the form set forth
in Exhibit D to the Indenture, including the certifications set forth in paragraph (6) thereof), and if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to compliance with the restrictions in the
legend set forth in Section 2.3(i)(i). 
 (iii) After a transfer of any Original Notes or Additional Notes
during the period of the effectiveness of a Shelf Registration Statement with respect to such Original Notes or Additional Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such Original Notes or Additional
Notes shall cease to apply and the requirements that any such Original Notes or Additional Notes be issued as Global Notes shall continue to apply. 
 (iv) Upon the consummation of a Registered Exchange Offer with respect to the Original Notes or Additional Notes pursuant to which Holders of such Original Notes or Additional Notes are offered Exchange
Notes in exchange 

  
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for their Original Notes or Additional Notes, all requirements that Original Notes or Additional Notes be issued as Global Notes shall continue to apply, and Book-Entry Interests in Exchange
Notes that are Global Notes without the Restricted Notes Legend shall be available to Holders that exchange their Initial Notes or Additional Notes in such Registered Exchange Offer. 

(v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to
Regulation S, all requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued as Global Notes shall continue to apply. 

(vi) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.

 (j) Cancellation and/or Adjustment of Global Notes. Within 10 Business Days following the repayment of the Notes, the
Issuer shall withdraw, against receipt, from the NBB the Global Notes and the withdrawn Global Notes shall be voided by perforation of Global Notes. At any time prior to such cancellation, if any Book-Entry Interest in a Global Note is exchanged
for, or transferred to, a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note or as a Definitive Registered Note, the principal amount at maturity of Notes represented by such Global Note will be reduced
accordingly and the Domiciliary Agent shall provide a new “Schedule of Increases or Decreases in Global Note” to the NBB to reflect such reduction (and shall at the same provide the Trustee with a copy of such schedule); and if the
Book-Entry Interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note, such other Global Note will be increased accordingly and the Domiciliary Agent shall
provide a new “Schedule of Amendments of the Principal” to the NBB to reflect such increase (and shall at the same provide the Trustee with a copy of such schedule). 
 (k) Obligations with Respect to Transfers and Exchanges of Notes 
 (i) To permit registrations of transfers and exchanges, the Issuer shall execute, and the Trustee shall authenticate, Definitive Registered Certificates and Global Notes at the Transfer Agent’s
request. 
 (ii) No service charge shall be made for any registration of transfer or exchange, but the Issuer may
require payment of a sum sufficient to cover any taxes, assessments, or other governmental charges payable in connection therewith (other than any such taxes, assessments or other governmental charges payable upon exchanges pursuant to Sections
2.07, 3.06, 4.05, 4.07 and 9.05 of the Indenture). 
 (iii) Prior to the due presentation for registration of
transfer of any Note, the Issuer, the Trustee, each Paying Agent or the Registrar may deem and treat (in the case of a Global Note issued in bearer form) the Holder of such Note 

  
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as determined as provided in Section 2.14 of the Indenture or (in any other case) the person in whose name a Note is registered in the Register as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, each Paying Agent or the Registrar shall be affected by notice to
the contrary. 
 (iv) All Notes exchanged pursuant to the terms of the Indenture shall evidence the same debt and
shall be entitled to the same benefits under the Indenture as the exchanged Notes surrendered upon such transfer or exchange. 

(l) No Obligation of the Trustee 
 (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a Participant or any other Person with respect to the accuracy of the records of the
X/N System, the NBB or its nominee or of any Participant or Indirect Participant, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the NBB)
of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes
shall be given or made only to the Holders (which shall be the NBB or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the X/N System and its Participants and Indirect
Participants, subject to the Applicable Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the X/N System with respect to its members, Participants and any beneficial owners. 

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants, Indirect Participants, members or beneficial owners in any Global Note)
other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof. 
 2.4 Certain Provisions Relating to the Register

  

	 	(a)	Access to the Register 


Holders may, upon reasonable advance notice to the Registrar and during normal business hours, inspect the Register at the office of the
Registrar. 
  

	 	(b)	Registration of Transfers in the Register 


  
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 The Registrar shall receive requests for the exchange or Transfer of Definitive Registered
Notes in accordance with the Indenture and shall make the necessary entries in the Register. 

  
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 APPENDIX B 
 PROVISIONS FOR MEETINGS OF THE HOLDERS OF NOTES 
  

	1	Definitions 

 In this
Appendix B, the following expressions have the following meanings: 
 “Chairman” means, in relation to any
Meeting, the individual who takes the chair in accordance with Section 6 below; 
 “Form of Proxy” means,
in relation to any Meeting, a document in the Dutch or French languages (accompanied, as the case may be, with an English translation) available from the Trustee signed by a Holder or, in the case of a corporation, executed under its seal or signed
on its behalf by a duly authorized Officer and delivered to the Trustee not later than 48 hours before the time fixed for such Meeting, appointing a named individual or individuals to vote in respect of the Notes held by such Holder; 

“Holder Certificate” means (a) with respect to a Global Note, a certificate from a Participant or Indirect
Participant in the X/N System stating that the Person specified therein has a Book-Entry Interest in the principal amount of such Global Note specified therein through the issuer of such certificate and (b) with respect to a Definitive
Registered Note, a certificate from the Registrar stating that the Person specified therein is registered in the Register as holding the principal amount of Definitive Registered Notes specified therein; 

“Meeting” means a meeting of Holders (whether originally convened or resumed following an adjournment); 

“Proxy” means, in relation to any Meeting, a person appointed to vote under a Form of Proxy other than any such person
whose appointment has been validly revoked and in relation to whom the Trustee or the Issuer has been notified in writing of such revocation by the time which is 48 hours before the time fixed for such Meeting; 

“Required Resolution” means a resolution passed at a duly convened Meeting: 

(a) with respect to any matter specified in clauses (i) through (vii) of the second sentence of
Section 9.02 of the Indenture, with the unanimous vote of all of the Holders (either in person or by proxy) of the outstanding Notes affected by such resolution in favor of the relevant resolution; and 

(b) with respect to any other matter requiring the consent of Holders of Notes at a duly convened Meeting, with the
affirmative vote of the Holders more than 50% in aggregate outstanding principal amount of outstanding Notes then voting (in person or by proxy) at a Meeting. 







 “Voter” means, in relation to any Meeting, the bearer of a Voting
Certificate or a Proxy, it being understood that the vote of a Holder of a Definitive Registered Note who does not continue to hold such Note until the Release Time shall not be valid; 

“Voting Certificate” means, in relation to any Meeting, a dated certificate issued by the Domiciliary Agent, the NBB or a
Participant or Indirect Participant, in which it is stated (a)(i) that interests in a specified amount of Notes (the “deposited Notes”), are blocked in an account held with the issuer of that certificate or blocked to the order of
the issuer of that certificate, or, (ii) with respect to Definitive Registered Notes, that a Holder Certificate in respect of a specified amount of Notes (also “deposited Notes”) has been deposited with the issuer of that
certificate together with the Registered Definitive Certificate(s) in respect thereof and an order to the Registrar not to register any transfer of such deposited Notes, and (b) such deposited Notes will not be released until the “Release
Time”, being the earlier of: 
  

	 	(i)	the closing of the Meeting; and 

  

	 	(ii)	the surrender, not less than 48 hours before the time fixed for the Meeting (or, if the Meeting has been adjourned, the time fixed for its resumption), of such
certificate to the issuer thereof; 

 “24 hours” means a period of 24 hours including all or part
of a Business Day upon in both the places where the relevant Meeting is to be held and in each of the places where each Paying Agent has its offices under Section 2.04 of the Indenture (disregarding for this purpose the day upon which such
Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business as aforesaid; and

 “48 hours” means two consecutive periods of 24 hours. 

 

	2	Issue of Voting Certificates and Forms of Proxy 

 A Holder may obtain a Voting Certificate from the Domiciliary Agent (or from the NBB or any Participant or Indirect Participant of the X/N System with their consent): 

 

	 	(a)	with respect to Global Notes, upon presentation of a Holder Certificate by requesting the issuer of the Voting Certificate, not earlier than six nor later than three
Business Days before the date of the relevant Meeting, to block the relevant account held with the issuer of that certificate or block the deposited Notes in an account with the X/N System or a Participant or Indirect Participant therein to the
order of the issuer of the Voting Certificate or show that such deposited Notes have been so blocked until the Release Time; or 


  
 B-2









  

	 	(b)	with respect to Definitive Registered Notes, upon presentation, not earlier than six nor later than three Business Days before the date of the relevant Meeting, of a
Holder Certificate together with the Registered Definitive Certificate(s) with respect to such Definitive Registered Notes and a written order to the Registrar and Transfer Agent not to register any transfer of such deposited Notes until the Release
Time. 

 A Holder may obtain a Form of Proxy, which must comply with applicable law, from the Domiciliary Agent or
the Issuer (or from the NBB or any Participant or Indirect Participant of the X/N System with their consent), and may deliver to the Domiciliary Agent a duly executed Form or Proxy accompanied with a corresponding Voting Certificate. 

 

	3	References to Deposit/Release of Notes 

 When the Notes are represented by one or more Global Notes within a clearing system, references to the deposit, or release, of Notes shall be construed in accordance with the usual practices (including
blocking the relevant account) of such clearing system. 
  

	4	Convening of Meeting 

 The
Issuer may convene a Meeting at any time, and the Issuer shall be obliged to do so upon the request in writing of Holders of the Notes affected by the resolution(s) to be approved at such Meeting holding not less than 20% of the aggregate principal
amount of the outstanding Notes for the purpose of approving a supplemental indenture to amend or modify the terms of the Notes or the Indenture. 
  

	5	Notice 

 Convening notices
for any Meeting shall be published twice, with an interval of at least 12 days and the second time at least 12 days prior to the Meeting, in the Moniteur Belge/Belgisch Staatsblad, in a Belgian newspaper with national circulation (expected to
be L’Echo and/or De Tijd). 
 The Issuer shall also provide notice to Holders through Euroclear and
Clearstream in accordance with the procedures thereof. 
 At least 24 days prior to the Meeting, a registered letter shall be
mailed to any Holders of Definitive Registered Notes. Where all Notes are Definitive Registered Notes, a convening notice by registered letter will suffice. 
 The notice will specify the date, time and place of the Meeting. A copy of the notice shall be given to the Trustee. The Notice shall set out the full text of any resolutions to be proposed and shall
state the method and timing with respect to obtaining Voting Certificates or appointing Proxies. 

  
 B-3









  

	6	Meeting 

 Subject to
applicable law, an individual (who may, but need not, be a Holder) nominated in writing by the Issuer may take the chair at any Meeting but, if no such nomination is made or if the individual nominated is not present, in person, within 15 minutes
after the time fixed for the Meeting, those present, in person or by proxy, shall elect one of themselves to take the chair failing which, the Issuer may appoint a Chairman. The Chairman of an adjourned Meeting need not be the same person as was the
Chairman of the original Meeting. 
  

	7	Quorum 

 The quorum at any
Meeting shall be one or more Voters representing or holding at least 50% in aggregate principal amount of the outstanding Notes, the Holders of which have been convened to such Meeting; provided, however, that there shall be no quorum
requirement at any adjourned Meeting resulting from the adjournment of a prior Meeting for want of quorum. 
  

	8	Adjournment for Want of Quorum 

 If within 15 minutes after the time fixed for any Meeting a quorum is not present, in person or by proxy, then such Meeting shall be adjourned for such period (which shall be not less than 19 days and not
more than 42 days) and to such place as the Meeting determines; provided, however, that: 
  

	 	(a)	the Meeting shall be dissolved if the Meeting so decides; and 

  

	 	(b)	no Meeting may be adjourned more than once for want of a quorum. 

  

	9	Adjourned Meeting/Postponed Meeting/Suspension 

 The Chairman may, with the consent of (and shall if directed by) any Meeting, adjourn such Meeting from time to time and from place to place, but no business shall be transacted at any Meeting except
business which might lawfully have been transacted at the Meeting from which the adjournment took place. 
 Subject to applicable
law, the Issuer may also suspend the Meeting until the next Business Day, or postpone it by not more than three weeks. 
  

	10	Notice Following Adjournment 

 Section 5 above shall apply to any Meeting which is to be resumed after adjournment for want of a quorum. 
 Subject to applicable law, it shall not be necessary to give notice of the resumption of a Meeting which has been suspended or postponed. 

 

	11	Participation 


  
 B-4









 The following may attend and speak at a Meeting: 

 

	 	(a)	Voters; 

  

	 	(b)	the directors and auditors of the Issuer; 

  

	 	(c)	representatives of the Issuer and the Trustee; 

  

	 	(d)	the financial advisers and solicitation or similar agents of the Issuer; 

  

	 	(e)	the legal counsel to the Issuer and the Trustee; and 

  

	 	(f)	any other person approved by the Meeting. 

  

	12	Votes 

 Every Holder shall
have one vote in respect of each $1,000 in aggregate face amount of the outstanding Notes represented or held by him. 
 Unless
the terms of any Form of Proxy state otherwise, a Voter shall not be obliged to exercise all the votes to which he is entitled or to cast all the votes which he exercises in the same way. 

 

	13	Validity Of Votes By Proxies 

 Subject to applicable law, for purposes of this Indenture and the Notes, any vote by a Proxy in accordance with a Form of Proxy shall be valid even if such Form of Proxy or any instruction pursuant to
which it was given has been amended or revoked, unless the Trustee or the Issuer has been notified in writing of such amendment or revocation by the time which is 48 hours before the time fixed for the relevant Meeting. Unless revoked, any
appointment of a Proxy under a Form of Proxy in relation to a Meeting shall remain in force in relation to any resumption of such Meeting following an adjournment. 
  

	14	Powers 

 A Meeting shall
have power to pass a Required Resolution in accordance with the terms of the Indenture and applicable law. 
 A Meeting shall
also have power: 
  

	 	(a)	to appoint any persons as a committee to represent the interests of the Holders and to confer upon such committee powers to implement any decisions validly made by a
Meeting; and 

  

	 	(b)	to decide on protective measures to be taken in the common interest of the Holders convened at such Meeting. 


  
 B-5









 For the avoidance of doubt, nothing in this Section 14 shall be construed to prevent
(x) the Trustee acting without the consent of any Holder in relation to any matter within the scope of this Section 14 to the extent provided for in Section 9.01 of the Indenture or (y) Holders or the Trustee taking any action or
giving any notice in accordance with Article 6 of the Indenture. 
  

	15	Resolution Binds All Holders 

 Notice of the result of every vote on a Required Resolution shall be given to the Holders and each Paying Agent and Domiciliary Agent (with a copy to the Issuer) in accordance with Section 10.02 of
the Indenture within 14 days of the conclusion from the Meeting. 
  

	16	Minutes 

 Minutes shall be
made of all resolutions and proceedings at each Meeting. The Chairman, and any other person present at the Meeting who so wishes, shall sign the minutes, which shall be prima facie evidence of the proceedings recorded therein. Unless and until the
contrary is proved, every such Meeting in respect of the proceedings of which minutes have been signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and
transacted. 
  

	17	Other Action 

 At the
reasonable request of the Issuer, (a) any direct holder of a Global Note (as shown in the records of the NBB or of a Participant in the X/N System) or (b) in any other case, any Person in whose name a Note is registered in the Register,
shall execute all documents and shall take all actions necessary or useful to give effect to any decision of a Meeting for the purposes of Belgian law, including (i) to attend any meeting (and to execute the minutes thereof) of the holders of
notes referred to in Articles 568 to 580 of the Belgian Company Code and (ii) to vote the Notes at such meeting in accordance with the votes casted by Voters at a Meeting. 

  
 B-6









 EXHIBIT A 
 FORM OF FACE OF INITIAL GLOBAL NOTE 
  

			
		 	ISIN:                 
		 	Common Code:         
		
		 	No.:                 


DELHAIZE GROUP SA/NV 
 5.70% SENIOR NOTE DUE 2040 
 DELHAIZE GROUP SA/NV, a company organized under the laws of
the Kingdom of Belgium (the “Issuer,” which term includes any successor entity), for value received promises to pay to the bearer upon presentation and surrender of this Global Note, the principal sum of [AMOUNT] U.S. Dollars ($[—]), on October 1, 2040. 
 Interest Payment Dates: April 1 and
October 1 in each year 
 Record Dates: March 15 and September 15 

Reference is made to the further provisions of this Global Note contained herein, which shall for all purposes have the same effect as if set forth at
this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof (or an
authentication agent) by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Issuer has caused this Global Note to be signed manually or by facsimile on its behalf. 
 DELHAIZE GROUP SA/NV 
  

									
		 	  
	 		 		 	  

					
	By:	 		 		 	By:	 	
					
	Name:	 		 		 	Name:	 	
					
	Title: 	 	Director	 		 	Title:	 	 Director



Dated:                      

CERTIFICATE OF AUTHENTICATION 

This is one of the 5.70% Senior Notes due 2040 referred to in the within-mentioned Indenture. 

 

			
	 THE BANK OF NEW YORK MELLON,
 as Trustee

		
	By:	 	  

	 Authorized Signatory



  








 [REVERSE OF SECURITY] 

5.70% SENIOR NOTE DUE 2040 
 THIS GLOBAL NOTE IS ACCEPTED FOR CLEARANCE THROUGH THE X/N SYSTEM OPERATED BY THE NBB (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND IS HELD BY THE NBB FOR THE ACCOUNT OF THE PARTICIPANTS OF
THE X/N SYSTEM, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE DOMICILIARY AGENT MAY AMEND THE “SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE” AS MAY BE REQUIRED PURSUANT TO SUCH INDENTURE,
(2) THIS GLOBAL NOTE MAY BE EXCHANGED, IN WHOLE OR IN PART, PURSUANT TO SUCH INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF SUCH INDENTURE AND (4) THE NBB MAY ENTRUST THIS
GLOBAL NOTE TO A SUBDEPOSITARY THAT WILL ACT AS AGENT AND FOR THE ACCOUNT OF THE NBB. THE AGREEMENT BETWEEN THE NBB AND THE SUBDEPOSITARY MAY NOT DEVIATE FROM THE PROVISIONS OF THE CLEARING AGREEMENT (AS DEFINED IN THE INDENTURE GOVERNING THIS
GLOBAL NOTE) IN RESPECT OF THIS GLOBAL NOTE. 
 [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933
(THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER
THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE With RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR
RESALES OF THIS NOTE.]1 
 [THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. 
 THIS GLOBAL NOTE IS A
TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE U.S. SECURITIES ACT. NEITHER THIS GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED ABOVE. NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL
BE ENTITLED TO 
  

	1	 In the case of 144A Notes. 









 
RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST OR OTHER AMOUNTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED AND THIS GLOBAL NOTE HAS BEEN EXCHANGED FOR A REGULATION S PERMANENT
GLOBAL NOTE PURSUANT TO THE TERMS OF THE INDENTURE REFERRED TO BELOW, ALTHOUGH INTEREST WILL CONTINUE TO ACCRUE. UNTIL SO EXCHANGED IN FULL, THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL IN ALL OTHER RESPECTS BE ENTITLED TO THE SAME BENEFITS AS
OTHER NOTES UNDER SAID INDENTURE.]2 
 [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.]3 
 ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE. 
 This Global Note represents $[0]4[[—
]]5 in aggregate principal amount of notes (the Notes), in minimum denominations of $1,000 principal amount
and any integral multiple of $1,000 in excess thereof issued by Delhaize Group SA/NV (the Issuer). The Notes are subject to the provisions of an indenture agreement (the Indenture) dated October 8, 2010 between the
Issuer and The Bank of New York Mellon (as Trustee). 
 This Global Note bears interest at the rate of 5.70% per annum on
such principal sum payable in arrears on April 1 and October 1 in each year beginning April 1, 2011 in accordance with the provisions of the Indenture. 
 The Notes will be redeemed at their principal amount on October 1, 2040, unless redeemed prior to that date in accordance with the provisions of the Indenture, all as more particularly described in
the Indenture. 
 The Issuer was incorporated in 1867 and transformed into a public limited liability company (société
anonyme/naamloze vennootschap) by a notarial deed received on 22 February 1962 published in the Annexes to the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of 3 March 1962. The Issuer has an unlimited term.

 *** 
 Cette
Obligation Collective représente des obligations d’un montant global de $[0]6[[—
]]7 (les Obligations), chacune d’une dénomination minimale de $1.000 et d’un multiple de $1.000 pour ce qui 

 

	2	 In the case of a Regulation S Temporary Global Note. 



	3	 In the case of a Regulation S Permanent Global Note. 



	4	 In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note. 



	5	 In the case of a Rule 144A Global Note. 



	6	In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note. 


	7	In the case of a Rule 144A Global Note. 








 
excède $1.000, émises par Delhaize Group SA/NV (l’Emetteur). Les Obligations sont soumises aux conditions exposées dans un « indenture
agreement » (l’Indenture) conclu en date du 8 Octobre 2010 entre l’Emetteur et The Bank of New York Mellon (le Trustee). 
 Cette Obligation Collective porte intérêt au taux de 5.70% par an sur le montant principal payable semi-annuellement à échéance chaque 1 avril et 1 octobre, et pour la
première fois à compter du 1 avril 2011, conformément aux dispositions de l’Indenture. 
 Le montant en
capital des Obligations sera remboursé le 1 octobre 2040, ou à une date antérieure à laquelle le montant principal mentionné ci-dessous peut être remboursé conformément aux dispositions de
l’Indenture. 
 L’Emetteur a été constitué en 1867 et converti en société anonyme soumise au
droit belge par acte notarié du 22 février 1962, publié aux annexes du Moniteur Belge du 3 mars 1962. L’Emetteur a été constitué pour une durée illimitée. 

*** 
 Dit
Totaalcertificaat vertegenwoordigt door een totale hoofdsom van $[0]8[[—
]]9 in obligaties (de Obligaties), in minimum coupures van $1.000 en integrale veelvouden van $1.000 voor het overschot uitgegeven door Delhaize Group SA/NV (de
Uitgever). De Obligaties zijn ondergeschikt aan de voorwaarden van een “indenture agreement” (de
Indenture) van 8 oktober 2010 tussen de Uitgever en The Bank of New York Mellon (als Trustee). 
 Dit Totaalcertificaat heeft een rentevoet van 5.70% per jaar op de hoofdsom betaalbaar op 1 april en 1 oktober van elk jaar beginnende op 1 april 2011 volgens de voorwaarden van de
Indenture. 
 De Obligaties zullen teruggekocht worden voor hun hoofdsom op 1 oktober 2040, tenzij ze teruggekocht zijn
vóór deze datum volgens de voorwaarden van de Indenture, zoals verder gedetailleerd in de Indenture. 
 De Uitgever werd
opgericht in 1867 en omgezet in een naamloze vennootschap door een notariële akte van 22 februari 1962 gepubliceerd in de Bijlagen van het Belgisch Staatsblad van 3 maart 1962. De Uitgever is opgericht voor een onbepaalde duur. 

 

	1	Interest 

 DELHAIZE GROUP
SA/NV, a company organized under the laws of the Kingdom of Belgium (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on this Note will accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from October 8, 2010. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2011. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. 
 The Issuer shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the Notes (without regard to any applicable grace periods) to the extent lawful. 

 

	8	In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note. 


	9	In the case of a Rule 144A Global Note. 








  

	2	Method of Payment 

 The
Issuer shall pay interest on Notes (except defaulted interest) to the Persons who are Holders at the close of business on the March 15 or September 15 immediately preceding the Interest Payment Date even if Notes are canceled after the
record date and on or before the Interest Payment Date. The Issuer shall pay principal, premium, if any, and interest in U.S. dollars. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest)
shall be made by wire transfer of immediately available funds to the accounts specified by the NBB or any successor operator of the X/N System. The Issuer will make all payments in respect of a Global Note deposited with the X/N System (including
principal, premium, if any, and interest), in accordance with the terms of the Clearing Agreement. If an Interest Payment Date is a date other than a Business Day at a place of payment, payment shall be at that place on the next succeeding day that
is a Business Day (with any interest or other payment in respect of such delay). 
  

	3	Paying Agent 

 The Issuer
may appoint and change any paying agent without notice. 
  

	4	Indenture 

 The Issuer
issued the Notes under an Indenture, dated as of October 8, 2010 (the “Indenture”), between the Issuer and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is
one of a duly authorized issue of Initial Notes of the Issuer designated as its 5.70% Senior Notes due 2040 (the “Initial Notes”). The Notes include the Initial Notes and the Exchange Notes issued in exchange for the Initial Notes
in accordance with the Indenture. The terms of the Notes include those terms and provisions stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”), as in effect on
the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of the
Notes conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may
be amended or supplemented from time to time. 
  

	5	Optional Redemption 

 All
or a portion of the Notes may be redeemed at the Issuer’s option, at any time at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the Notes being redeemed (exclusive of interest accrued and unpaid to the redemption dates) discounted to the redemption date, on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points as determined by the Reference Treasury Dealer, plus accrued and unpaid interest and liquidated damages, if any, on the Notes being redeemed
at the redemption date. 
 For purposes of this Section 5: 







 “Treasury Rate” means, with respect to any redemption date, (1) the
yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be
interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using 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. The Treasury Rate will be calculated on the third Business Day preceding the redemption date. 
 “Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of dollar denominated corporate debt securities of a comparable maturity to
the remaining term of such Notes; 
 “Comparable Treasury Price” means, with respect to any redemption date,
(a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations; 
 “Independent Investment Banker” means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with the Issuer; 
 “Reference Treasury
Dealer” means at any time (1) each of Banc of America Securities LLC and J.P. Morgan Securities LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if
any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefore another Primary Treasury Dealer and (2) any
other two Primary Treasury Dealers selected by the Issuer; 
 “Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, 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 Issuer by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date. 
  

	6	Redemption for Taxation Reasons 

 The Issuer may, at its option, redeem the Notes in whole but not in part, at any time, upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be
irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (a “Tax Redemption Date”) and all








 
Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of the Notes of record on the relevant
record date to receive interest due on the relevant interest payment date), if the Issuer determines that (1) on the occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the
payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of: 

 

	 	(i)	any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing
Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date, 

  

	 	(ii)	any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or
order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or 

  

	 	(iii)	the issuance of Definitive Registered Notes due to: 

  

	 	(a)	the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer within 15 days of the notification, 


 

	 	(b)	the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes
and a successor is not able to be appointed by the Issuer within 15 days of such notification, 

  

	 	(c)	DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary or ceases to be a clearing agency registered under the Exchange Act and, in
either case, a successor depositary is not appointed by the book-entry depositary at the Issuer’s request within 15 days of such notification, or 

  

	 	(d)	if the book-entry depositary is at any time unwilling or unable to continue as book-entry depositary and a successor book-entry depositary is not appointed by the
Issuer within 120 days of such notification. 

 The notice of redemption may not be given earlier than 120 days
prior to the earliest date on which the Issuer would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes
pursuant to the foregoing, the Issuer will deliver to the Trustee an Officers’ Certificate and an opinion of an independent legal counsel of internationally recognized standing to the effect that the circumstances referred to above exist. The
Trustee shall accept, and shall be entitled to rely upon, the Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the
Holders of the Notes. 







  

	7	Additional Amounts 

 All
payments made under or with respect to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related
penalties, interest and other liabilities) (“Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or
any other jurisdiction in which the Issuer is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to
withhold or deduct Taxes by law or by the interpretation or administration thereof. 
 If the Issuer is so required to withhold
or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be
necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have
received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: 
 (1) any Taxes which would not have been imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder
of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor,
beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (b) the
presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs
later; 
 (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other
governmental charge; 
 (3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of)
principal of, or any interest on, the Notes; 
 (4) any Taxes that are imposed or withheld by reason of the failure to comply by
the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or
(B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant
Taxing Jurisdiction as a precondition to exemption from all or part of such Tax; 
 (5) any Taxes that are required to be
withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of 







 
savings income, as amended, or any law implementing or complying with, or introduced in order to conform to, such Directive; 

(6) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or
withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the
deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or 
 (7) any
combination of items (1), (2), (3), (4), (5) and (6) above. 
 The Issuer also will not be required to pay Additional
Amounts: 
 (a) if the payment could have been made without deduction or withholding if the beneficiary of the payment had
presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holders or beneficial
owners of the Notes would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period); 
 (b) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such
payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member
or beneficial owner been the actual Holder of such Note; or 
 (c) if the Note is presented for payments by or on behalf of a
Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. 
 If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date of that
payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional
Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Notes on the relevant payment date.

 Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee
evidencing the payment of the Taxes with respect to which Additional Amounts are paid. 
 Whenever in this Global Note there is
mentioned, in any context, the payment of principal; purchase prices in connection with a purchase of Notes; interest; or any other amount payable on or with respect to any of the Notes, that reference shall be deemed to include payment of
Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. 







 The Issuer will pay any present or future stamp, court or documentary taxes or any other
excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other related document or instrument, or the receipt of any payments with
respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer
will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. 
 The preceding
provisions shall apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein. 

 

	8	Notice of Redemption 


Notice of redemption will be made in accordance with the Indenture. If money sufficient to pay the redemption price of and accrued and
unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee on or before the redemption date, on and after such date interest ceases to accrue on such Notes (or portions thereof) called for
redemption. 
  

	9	Change of Control 


Section 4.03 of the Indenture provides that, upon a Change of Control, each Holder will have the right, subject to certain conditions
set forth in the Indenture, to require the Issuer to repurchase all or any part of such Holder’s Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, to the date of
repurchase. 
  

	10	Denominations: Transfer; Exchange 

 This Global Note is in bearer form, without coupons, in minimum denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof with the minimum transferable principal amount being
U.S.$1,000. 
  

	11	Persons Deemed Owners 


The Person deemed to be the owner of this Global Note shall be determined in accordance with the Indenture. 

 

	12	Unclaimed Money 

 If money
for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuer at its written request unless an abandoned property law designates another person. After any such
payment, Holders entitled to the money must look to the Issuer for payment as general creditors, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. 







  

	13	Legal Defeasance and Covenant Defeasance 

 The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof (“Legal Defeasance”) and may be discharged from its obligations to
comply with certain covenants contained in the Indenture (“Covenant Defeasance”), in each case upon satisfaction of certain conditions specified in the Indenture. 

 

	14	Amendment: Supplement: Waiver 

 Subject to certain exceptions, the Indenture or the Notes may be amended, supplemented or otherwise modified, and any past default or compliance with certain provisions of the Indentures or the Notes may
be waived, in each case with the affirmative vote of a majority in aggregate principal amount of the Notes then outstanding voting (either in person or by proxy) at a duly convened meeting of the Holders. 

Without the consent of any Holder, the Issuer and the Trustee acting jointly may execute a supplemental indenture to take any of the
following actions: 
  

	 	(i)	cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder
in any material respect; 

  

	 	(ii)	provide for the assumption by a successor corporation of the obligations of the Issuer under the Indenture; 


 

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

  

	 	(iv)	add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any of its subsidiaries;


  

	 	(v)	make any change that does not in the opinion of the Trustee adversely affect the rights of any Holder, subject to the provisions of the Indentures;


  

	 	(vi)	provide for the issuance of the Exchange Notes or Additional Notes; or 

  

	 	(vii)	comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA. 


 

	15	Successors 

 When a
successor assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations. 

 

	16	Defaults and Remedies 

 If
an Event of Default occurs (other than as a result of the bankruptcy provisions or the winding up provisions) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal








 
amount of Notes then outstanding by notice to the Issuer may declare principal or and accrued but unpaid interest on all the Notes to be due and payable in the manner, at the time and with the
effect provided in the Indenture. If an Event of Default relating to certain events of the bankruptcy provisions or the winding up provisions, the unpaid principal of and interest on all the Notes shall become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the Notes then outstanding may rescind any such acceleration with respect to the Notes and its
consequences. 
 Subject to the provisions of each Indenture relating to the duties of the Trustee, in case an Event of Default
occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under such Indenture at the request or direction of any of the Holders of the Notes unless the Trustee has been offered an indemnity or
security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Notes or the
Indenture unless: 
  

	 	(i)	such Holder has previously given the Trustee notice that an Event of Default is continuing, 


 

	 	(ii)	Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue the remedy,


  

	 	(iii)	the Trustee has been offered security or indemnity satisfactory to the Trustee against any loss, liability or expense, 


 

	 	(iv)	the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity satisfactory to the Trustee, and


  

	 	(v)	the Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such
60-day period. 

 Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the
then outstanding Notes shall be given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse
to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or the relevant Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that may involve the Trustee
in personal liability. Prior to taking any action under the relevant Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

  

	17	Trustee Dealings with Issuer 

 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the
Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 







  

	18	No Recourse Against Others 


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

	19	Authentication 

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

	20	Governing Law 

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

	21	Abbreviations and Defined Terms 

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

	22	Common Codes and ISIN Numbers 

 The Issuer has caused common codes and ISIN numbers to be printed on the Notes and has directed the Trustee to use common codes and ISIN numbers in notices of redemption as a convenience to the Holders of
the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed hereon. 

 

	23	Indenture 

 Each Holder,
by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time. 
 The Issuer will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Delhaize Group
Investor Relations Department, Square Marie Curie 40 at B-1070 Brussels, Belgium (+32 2 412 21 51, investor@delhaizegroup.com) or Delhaize Group U.S. Investor Relations Department P.O. Box 1330, 2110 Executive Drive Salisbury NC 28145-1330, United
States (+1 704 633 82 50 (ext. 2529), investor@delhaizegroup.com). 







  

	24	[Exchange 

 Beneficial interests in this Note will be exchangeable for beneficial interests in the Regulation S Permanent Global Note in that such beneficial interests in this Note are owned by either non US
persons or US persons who purchased such interests pursuant to an exemption from or transactions not subject to, the registration requirements of the Securities Act]10 
  

	10	In the case of a Regulation S Temporary Global Note. 








 [OPTION OF HOLDER TO ELECT PURCHASE] 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.03 of the Indenture, check the box: 

 ̈ If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.03 of the Indenture, state the amount you elect to have purchased: 
 U.S.$ 

Dated:                      

NOTICE: The signature on this option must correspond with the name as it appears upon the face of this Note in every particular without alteration or
enlargement or any change whatsoever and be guaranteed by the endorser’s bank or broker. 
 Signature Guarantee: 







 [To be attached to Global Notes only.] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 
 The following increases or decreases in this Global Note have been made: 
  

																	
	 Date of exchange
	 	Amount of
decrease 
in
Principal Amount
of this Global
Note	 	 	Amount of
increase 
in
Principal Amount
of this
Global
Note	 	 	Principal Amount
of this
Global
Note following
such decrease
or
increase	 	 	Signature 
of
authorized
signatory of
Trustee 
or note
custodian	 
		 				 				 				 			
		 				 				 				 			
		 				 				 				 			








 EXHIBIT B 
 FORM OF FACE OF EXCHANGE NOTE 
  

			
		 	ISIN:                 
		 	Common Code:         
		
		 	No.:                 


DELHAIZE GROUP SA/NV 
 5.70% SENIOR NOTE DUE 2040 
 DELHAIZE GROUP SA/NV, a company organized under the laws of
the Kingdom of Belgium (the “Issuer,” which term includes any successor entity), for value received promises to pay to the bearer upon presentation and surrender of this Global Note, the principal sum of [AMOUNT] U.S. Dollars ($[—]), on October 1, 2040. 
 Interest Payment Dates: April 1 and
October 1 in each year 
 Record Dates: March 15 and September 15 

Reference is made to the further provisions of this Global Note contained herein, which shall for all purposes have the same effect as if set forth at
this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof (or an
authentication agent) by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Issuer has caused this Global Note to be signed manually or by facsimile on its behalf. 
 DELHAIZE GROUP SA/NV 
  

									
		 	  
	 		 		 	  

					
	By:	 		 		 	By:	 	
					
	Name:	 		 		 	Name:	 	
					
	Title: 	 		 		 	Title:	 	

 Dated:
                     

CERTIFICATE OF AUTHENTICATION 

This is one of the 5.70% Senior Notes due 2040 referred to in the within-mentioned Indenture. 

 

			
	 THE BANK OF NEW YORK MELLON,
 as Trustee

		
	By:	 	  

	 Authorized Signatory









 [REVERSE OF SECURITY] 

5.70% SENIOR NOTE DUE 2040 
 THIS GLOBAL NOTE IS ACCEPTED FOR CLEARANCE THROUGH THE X/N SYSTEM OPERATED BY THE NBB (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND IS HELD BY THE NBB FOR THE ACCOUNT OF THE PARTICIPANTS OF
THE X/N SYSTEM, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE DOMICILIARY AGENT MAY AMEND THE “SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE” AS MAY BE REQUIRED PURSUANT TO SUCH INDENTURE,
(2) THIS GLOBAL NOTE MAY BE EXCHANGED, IN WHOLE OR IN PART, PURSUANT TO SUCH INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF SUCH INDENTURE AND (4) THE NBB MAY ENTRUST THIS
GLOBAL NOTE TO A SUBDEPOSITARY THAT WILL ACT AS AGENT AND FOR THE ACCOUNT OF THE NBB. THE AGREEMENT BETWEEN THE NBB AND THE SUBDEPOSITARY MAY NOT DEVIATE FROM THE PROVISIONS OF THE CLEARING AGREEMENT (AS DEFINED IN THE INDENTURE GOVERNING THIS
GLOBAL NOTE) IN RESPECT OF THIS GLOBAL NOTE. 
 ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE. 
 This Global Note represents $[0]11[[—
]]12 in aggregate principal amount of notes (the Notes), in minimum denominations of $1,000 principal amount
and any integral multiple of $1,000 in excess thereof issued by Delhaize Group SA/NV (the Issuer). The Notes are subject to the provisions of an indenture agreement (the Indenture) dated October 8, 2010 between the
Issuer and The Bank of New York Mellon (as Trustee). 
 This Global Note bears interest at the rate of 5.70% per annum on
such principal sum payable in arrears on April 1 and October 1 in each year beginning April 1, 2011 in accordance with the provisions of the Indenture. 
 The Notes will be redeemed at their principal amount on October 1, 2040, unless redeemed prior to that date in accordance with the provisions of the Indenture, all as more particularly described in
the Indenture. 
 The Issuer was incorporated in 1867 and transformed into a public limited liability company (société
anonyme/naamloze vennootschap) by a notarial deed received on 22 February 1962 published in the Annexes to the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of 3 March 1962. The Issuer has an unlimited term.

 *** 
  

	11	In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note. 


	12	In the case of a Rule 144A Global Note. 








 Cette Obligation Collective représente des obligations d’un montant
global de $[0]13[[—]]14 (les Obligations), chacune d’une dénomination minimale
de $1.000 et d’un multiple de $1.000 pour ce qui excède $1.000, émises par Delhaize Group SA/NV (l’Emetteur). Les Obligations sont soumises aux conditions exposées dans un « indenture agreement »
(l’Indenture) conclu en date du 8 Octobre 2010 entre l’Emetteur et The Bank of New York Mellon (le
Trustee). 
 Cette Obligation Collective porte intérêt au taux de 5.70% par an sur le montant principal payable semi-annuellement à échéance chaque 1 avril et 1 octobre, et pour la
première fois à compter du 1 avril 2011, conformément aux dispositions de l’Indenture. 
 Le montant en
capital des Obligations sera remboursé le 1 octobre 2040, ou à une date antérieure à laquelle le montant principal mentionné ci-dessous peut être remboursé conformément aux dispositions de
l’Indenture. 
 L’Emetteur a été constitué en 1867 et converti en société anonyme soumise au
droit belge par acte notarié du 22 février 1962, publié aux annexes du Moniteur Belge du 3 mars 1962. L’Emetteur a été constitué pour une durée illimitée. 

*** 
 Dit
Totaalcertificaat vertegenwoordigt door een totale hoofdsom van $[0]15[[—
]]16 in obligaties (de Obligaties), in minimum coupures van $1.000 en integrale veelvouden van $1.000 voor het overschot uitgegeven door Delhaize Group SA/NV (de
Uitgever). De Obligaties zijn ondergeschikt aan de voorwaarden van een “indenture agreement” (de
Indenture) van 8 oktober 2010 tussen de Uitgever en The Bank of New York Mellon (als Trustee). 
 Dit Totaalcertificaat heeft een rentevoet van 5.70% per jaar op de hoofdsom betaalbaar op 1 april en 1 oktober van elk jaar beginnende op 1 april 2011 volgens de voorwaarden van de
Indenture. 
 De Obligaties zullen teruggekocht worden voor hun hoofdsom op 1 oktober 2040, tenzij ze teruggekocht zijn
vóór deze datum volgens de voorwaarden van de Indenture, zoals verder gedetailleerd in de Indenture. 
 De Uitgever werd
opgericht in 1867 en omgezet in een naamloze vennootschap door een notariële akte van 22 februari 1962 gepubliceerd in de Bijlagen van het Belgisch Staatsblad van 3 maart 1962. De Uitgever is opgericht voor een onbepaalde duur. 

 

	1	Interest 

 DELHAIZE GROUP
SA/NV, a company organized under the laws of the Kingdom of Belgium (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on this Note will accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from October 8, 2010. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2011. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. 
  

	13	In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note. 


	14	In the case of a Rule 144A Global Note. 


	15	In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note. 


	16	In the case of a Rule 144A Global Note. 








 The Issuer shall pay interest on overdue principal and on overdue installments of interest
from time to time on demand at the rate borne by the Notes (without regard to any applicable grace periods) to the extent lawful. 
  

	2	Method of Payment 

 The
Issuer shall pay interest on Notes (except defaulted interest) to the Persons who are Holders at the close of business on the March 15 or September 15 immediately preceding the Interest Payment Date even if Notes are canceled after the
record date and on or before the Interest Payment Date. The Issuer shall pay principal, premium, if any, and interest in U.S. dollars. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest)
shall be made by wire transfer of immediately available funds to the accounts specified by the NBB or any successor operator of the X/N System. The Issuer will make all payments in respect of a Global Note deposited with the X/N System (including
principal, premium, if any, and interest), in accordance with the terms of the Clearing Agreement. If an Interest Payment Date is a date other than a Business Day at a place of payment, payment shall be at that place on the next succeeding day that
is a Business Day (with any interest or other payment in respect of such delay). 
  

	3	Paying Agent 

 The Issuer
may appoint and change any paying agent without notice. 
  

	4	Indenture 

 The Issuer
issued the Notes under an Indenture, dated as of October 8, 2010 (the “Indenture”), between the Issuer and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is
one of a duly authorized issue of Initial Notes of the Issuer designated as its 5.70% Senior Notes due 2040 (the “Initial Notes”). The Notes include the Initial Notes and the Exchange Notes issued in exchange for the Initial Notes
in accordance with the Indenture. The terms of the Notes include those terms and provisions stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”), as in effect on
the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of the
Notes conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may
be amended or supplemented from time to time. 
  

	5	Optional Redemption 

 All
or a portion of the Notes may be redeemed at the Issuer’s option, at any time at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the Notes being redeemed (exclusive of interest accrued and unpaid to the redemption dates) discounted to the redemption date, on a semi-annual








 
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points as determined by the Reference Treasury Dealer, plus accrued and unpaid interest and
liquidated damages, if any, on the Notes being redeemed at the redemption date. 
 For purposes of this Section 5:

 “Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using 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. The Treasury Rate will be calculated on the third Business Day preceding the redemption date. 

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment
Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of dollar
denominated corporate debt securities of a comparable maturity to the remaining term of such Notes; 
 “Comparable
Treasury Price” means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or
(b) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations; 

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation
with the Issuer; 
 “Reference Treasury Dealer” means at any time (1) each of Banc of America Securities
LLC and J.P. Morgan Securities LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefore another Primary Treasury Dealer and (2) any other two Primary Treasury Dealers selected by the Issuer; 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Issuer, 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 Issuer by such Reference Treasury Dealer at 3:30 p.m. New
York time on the third Business Day preceding such redemption date. 







  

	6	Redemption for Taxation Reasons 

 The Issuer may, at its option, redeem the Notes in whole but not in part, at any time, upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be
irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will
become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer
determines that (1) on the occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it
(including making payment through a paying agent located in another jurisdiction), as a result of: 
  

	 	(i)	any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing
Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date, 

  

	 	(ii)	any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or
order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or 

  

	 	(iii)	the issuance of Definitive Registered Notes due to: 

  

	 	(a)	the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer within 15 days of the notification, 


 

	 	(b)	the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes
and a successor is not able to be appointed by the Issuer within 15 days of such notification, 

  

	 	(c)	DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary or ceases to be a clearing agency registered under the Exchange Act and, in
either case, a successor depositary is not appointed by the book-entry depositary at the Issuer’s request within 15 days of such notification, or 

  

	 	(d)	if the book-entry depositary is at any time unwilling or unable to continue as book-entry depositary and a successor book-entry depositary is not appointed by the
Issuer within 120 days of such notification. 

 The notice of redemption may not be given earlier than 120 days
prior to the earliest date on which the Issuer would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes
pursuant to the foregoing, the Issuer will deliver to the Trustee an Officers’ Certificate and an opinion of an independent legal counsel of internationally recognized standing to the effect that the circumstances referred to above exist. The
Trustee shall accept, and shall be entitled to rely upon, the Officers’ Certificate and opinion as sufficient evidence of the satisfaction 







 
of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders of the Notes. 

 

	7	Additional Amounts 

 All
payments made under or with respect to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related
penalties, interest and other liabilities) (“Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or
any other jurisdiction in which the Issuer is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to
withhold or deduct Taxes by law or by the interpretation or administration thereof. 
 If the Issuer is so required to withhold
or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be
necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have
received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: 
 (1) any Taxes which would not have been imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder
of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor,
beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (b) the
presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs
later; 
 (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other
governmental charge; 
 (3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of)
principal of, or any interest on, the Notes; 
 (4) any Taxes that are imposed or withheld by reason of the failure to comply by
the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or
(B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of








 
the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax; 
 (5) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income, as amended, or
any law implementing or complying with, or introduced in order to conform to, such Directive; 
 (6) any Taxes that are required
to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section
means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or 

(7) any combination of items (1), (2), (3), (4), (5) and (6) above. 

The Issuer also will not be required to pay Additional Amounts: 
 (a) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such
Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holders or beneficial owners of the Notes would have been entitled to Additional Amounts had the Note been
presented on the last day of the 30-day period); 
 (b) with respect to any payment of principal of (or premium, if any, on) or
interest on such Note to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or
the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or 

(c) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or
deduction by presenting the relevant Note to another paying agent in a Member State. 
 If the Issuer will be obligated to pay
Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day
prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’ Certificate must
also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Notes on the relevant payment date. 
 Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are
paid. 
 Whenever in this Global Note there is mentioned, in any context, the payment of principal; purchase prices in connection
with a purchase of Notes; interest; or any other amount payable on 







 
or with respect to any of the Notes, that reference shall be deemed to include payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof. 
 The Issuer will pay any present or future stamp, court or documentary taxes
or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other related document or instrument, or the receipt of any
payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located,
and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. 
 The
preceding provisions shall apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein. 

 

	8	Notice of Redemption 


Notice of redemption will be made in accordance with the Indenture. If money sufficient to pay the redemption price of and accrued and
unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee on or before the redemption date, on and after such date interest ceases to accrue on such Notes (or portions thereof) called for
redemption. 
  

	9	Change of Control 


Section 4.03 of the Indenture provides that, upon a Change of Control, each Holder will have the right, subject to certain conditions
set forth in the Indenture, to require the Issuer to repurchase all or any part of such Holder’s Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, to the date of
repurchase. 
  

	10	Denominations: Transfer; Exchange 

 This Global Note is in bearer form, without coupons, in minimum denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof with the minimum transferable principal amount being
U.S.$1,000. 
  

	11	Persons Deemed Owners 


The Person deemed to be the owner of this Global Note shall be determined in accordance with the Indenture. 

 

	12	Unclaimed Money 

 If money
for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuer at its written request unless an abandoned 







 
property law designates another person. After any such payment, Holders entitled to the money must look to the Issuer for payment as general creditors, and all liability of the Trustee and such
Paying Agent with respect to such money shall cease. 
  

	13	Legal Defeasance and Covenant Defeasance 

 The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof (“Legal Defeasance”) and may be discharged from its obligations to
comply with certain covenants contained in the Indenture (“Covenant Defeasance”), in each case upon satisfaction of certain conditions specified in the Indenture. 

 

	14	Amendment: Supplement: Waiver 

 Subject to certain exceptions, the Indenture or the Notes may be amended, supplemented or otherwise modified, and any past default or compliance with certain provisions of the Indentures or the Notes may
be waived, in each case with the affirmative vote of a majority in aggregate principal amount of the Notes then outstanding voting (either in person or by proxy) at a duly convened meeting of the Holders. 

Without the consent of any Holder, the Issuer and the Trustee acting jointly may execute a supplemental indenture to take any of the
following actions: 
  

	 	(i)	cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder
in any material respect; 

  

	 	(ii)	provide for the assumption by a successor corporation of the obligations of the Issuer under the Indenture; 


 

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

  

	 	(iv)	add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any of its subsidiaries;


  

	 	(v)	make any change that does not in the opinion of the Trustee adversely affect the rights of any Holder, subject to the provisions of the Indentures;


  

	 	(vi)	provide for the issuance of the Exchange Notes or Additional Notes; or 

  

	 	(vii)	comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA. 


 

	15	Successors 

 When a
successor assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations. 







  

	16	Defaults and Remedies 

 If
an Event of Default occurs (other than as a result of the bankruptcy provisions or the winding up provisions) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding by notice to the
Issuer may declare principal or and accrued but unpaid interest on all the Notes to be due and payable in the manner, at the time and with the effect provided in the Indenture. If an Event of Default relating to certain events of the bankruptcy
provisions or the winding up provisions, the unpaid principal of and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in principal amount of the Notes then outstanding may rescind any such acceleration with respect to the Notes and its consequences. 
 Subject to the provisions of each Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the
rights or powers under such Indenture at the request or direction of any of the Holders of the Notes unless the Trustee has been offered an indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce
the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Notes or the Indenture unless: 
  

	 	(i)	such Holder has previously given the Trustee notice that an Event of Default is continuing, 


 

	 	(ii)	Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue the remedy,


  

	 	(iii)	the Trustee has been offered security or indemnity satisfactory to the Trustee against any loss, liability or expense, 


 

	 	(iv)	the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity satisfactory to the Trustee, and


  

	 	(v)	the Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such
60-day period. 

 Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the
then outstanding Notes shall be given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse
to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or the relevant Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that may involve the Trustee
in personal liability. Prior to taking any action under the relevant Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.








  

	17	Trustee Dealings with Issuer 

 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the
Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 
  

	18	No Recourse Against Others 


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

	19	Authentication 

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

	20	Governing Law 

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

	21	Abbreviations and Defined Terms 

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

	22	Common Codes and ISIN Numbers 

 The Issuer has caused common codes and ISIN numbers to be printed on the Notes and has directed the Trustee to use common codes and ISIN numbers in notices of redemption as a convenience to the Holders of
the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed hereon. 

 

	23	Indenture 

 Each Holder,
by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time. 







 The Issuer will furnish to any Holder of a Note upon written request and without charge a
copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Delhaize Group Investor Relations Department, Square Marie Curie 40 at B-1070 Brussels, Belgium (+32 2 412 21 51, investor@delhaizegroup.com) or Delhaize
Group U.S. Investor Relations Department P.O. Box 1330, 2110 Executive Drive Salisbury NC 28145-1330, United States (+1 704 633 82 50 (ext. 2529), investor@delhaizegroup.com). 







 [OPTION OF HOLDER TO ELECT PURCHASE] 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.03 of the Indenture, check the box: 

 ̈If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.03 of the Indenture, state the amount you elect to have purchased: 
 U.S.$ 

Dated:
                         
 NOTICE: The signature on this option must correspond with the name as it appears upon the face of this Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed
by the endorser’s bank or broker. 
 Signature Guarantee: 







 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The following increases or decreases in this Global Note have been made: 

 

																	
	 Date of exchange
	 	Amount of
decrease in
Principal Amount
of this 
Global
Note	 	 	Amount of
increase in
Principal Amount
of this 
Global
Note	 	 	Principal Amount
of this Global
Note following
such decrease 
or
increase	 	 	Signature of
authorized
signatory of
Trustee or 
note
custodian	 
		 				 				 				 			
		 				 				 				 			
		 				 				 				 			








 EXHIBIT C 
 FORM OF FACE OF DEFINITIVE REGISTERED CERTIFICATE 
 ISIN:
                     

Common Code:         
 No.:                         

DELHAIZE GROUP SA/NV 
 5.70% SENIOR NOTE DUE 2040 
 DELHAIZE GROUP SA/NV, a company organized under the laws of
the Kingdom of Belgium (the “Issuer,” which term includes any successor entity), for value received promises to pay to the registered holder of this Global Note, the principal sum of [AMOUNT] U.S. Dollars ($[—]), on October 1, 2040. 
 Interest Payment Dates: April 1 and
October 1 in each year 
 Record Dates: March 15 and September 15 

Reference is made to the further provisions of this Global Note contained herein, which shall for all purposes have the same effect as if set forth at
this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof (or an
authentication agent) by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile on its behalf. 
 DELHAIZE GROUP SA/NV 
  

													
		 	  
	 		 		 	  

	By:	 		 		 	By:	 	
	Name:	 		 		 		 	Name:	 		 	
	Title:	 		 		 		 	Title:	 		 	
							
	Dated:	 	  
	 		 		 		 		 	

 CERTIFICATE OF AUTHENTICATION 
 This is one of the 5.70% Senior Notes due 2040 referred to in the within-mentioned Indenture. 

THE BANK OF NEW YORK MELLON, 
 as Trustee

  

													
	By:	 	  
	 		 		 	
	 Authorized Signatory
	 		 		 		 	








 [REVERSE OF SECURITY] 

5.70% SENIOR NOTE DUE 2040 
 [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE With RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS NOTE.]17 
 [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.]18 
 IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

 This Global Note represents $[0]19[[—]]20 in aggregate principal amount of notes (the Notes), in minimum denominations of $1,000 principal amount
and any integral multiple of $1,000 in excess thereof issued by Delhaize Group SA/NV (the Issuer). The Notes are subject to the provisions of an indenture agreement (the Indenture) dated October 8, 2010 between the
Issuer and The Bank of New York Mellon (as Trustee). 
 This Global Note bears interest at the rate of 5.70% per annum on
such principal sum payable in arrears on April 1 and October 1 in each year beginning April 1, 2011 in accordance with the provisions of the Indenture. 

 

	17	 In the case of
144A Notes. 



	18	 In the case of
Regulation S Notes. 



	19	 In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note. 



	20	 In the case of a Rule 144A Global Note. 









 The Notes will be redeemed at their principal amount on October 1, 2040, unless redeemed prior to that
date in accordance with the provisions of the Indenture, all as more particularly described in the Indenture. 
 The Issuer was incorporated in
1867 and transformed into a public limited liability company (société anonyme/naamloze vennootschap) by a notarial deed received on 22 February 1962 published in the Annexes to the Belgian Official Gazette (Moniteur
belge/Belgisch Staatsblad) of 3 March 1962. The Issuer has an unlimited term. 
 *** 

Cette Obligation Collective représente des obligations d’un montant global de $[0]21[[—]]22 (les Obligations), chacune d’une dénomination minimale de $1.000 et d’un multiple de $1.000 pour ce qui excède
$1.000, émises par Delhaize Group SA/NV (l’Emetteur). Les Obligations sont soumises aux conditions
exposées dans un « indenture agreement » (l’Indenture) conclu en date du 8
Octobre 2010 entre l’Emetteur et The Bank of New York Mellon (le Trustee).

 Cette Obligation Collective porte intérêt au taux de 5.70% par an sur le montant principal payable
semi-annuellement à échéance chaque 1 avril et 1 octobre, et pour la première fois à compter du 1 avril 2011, conformément aux dispositions de l’Indenture. 

Le montant en capital des Obligations sera remboursé le 1 octobre 2040, ou à une date antérieure à laquelle le montant
principal mentionné ci-dessous peut être remboursé conformément aux dispositions de l’Indenture. 

L’Emetteur a été constitué en 1867 et converti en société anonyme soumise au droit belge par acte
notarié du 22 février 1962, publié aux annexes du Moniteur Belge du 3 mars 1962. L’Emetteur a été constitué pour une durée illimitée. 

*** 
 Dit
Totaalcertificaat vertegenwoordigt door een totale hoofdsom van $[0]23[[—]]24 in obligaties (de Obligaties), in minimum coupures van $1.000 en
integrale veelvouden van $1.000 voor het overschot uitgegeven door Delhaize Group SA/NV (de Uitgever). De
Obligaties zijn ondergeschikt aan de voorwaarden van een “indenture agreement” (de Indenture) van 8
oktober 2010 tussen de Uitgever en The Bank of New York Mellon (als Trustee). 

Dit Totaalcertificaat heeft een rentevoet van 5.70% per jaar op de hoofdsom betaalbaar op 1 april en 1 oktober van elk jaar beginnende
op 1 april 2011 volgens de voorwaarden van de Indenture. 
 De Obligaties zullen teruggekocht worden voor hun hoofdsom op 1 oktober 2040,
tenzij ze teruggekocht zijn vóór deze datum volgens de voorwaarden van de Indenture, zoals verder gedetailleerd in de Indenture. 
 De Uitgever werd opgericht in 1867 en omgezet in een naamloze vennootschap door een notariële akte van 22 februari 1962 gepubliceerd in de Bijlagen van het Belgisch Staatsblad van 3 maart 1962. De
Uitgever is opgericht voor een onbepaalde duur. 
  

	21	 In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note. 



	22	 In the case of a
Rule 144A Global Note. 



	23	 In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note. 



	24	 In the case of a Rule 144A Global Note. 









  

	24	Interest 

 DELHAIZE GROUP
SA/NV, a company organized under the laws of the Kingdom of Belgium (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on this Note will accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from October 8, 2010. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2011. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. 
 The Issuer shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the Notes (without regard to any applicable grace periods) to the extent lawful. 
  

	25	Method of Payment 

 The
Issuer shall pay interest on Notes (except defaulted interest) to the Persons who are Holders at the close of business on the March 15 or September 15 immediately preceding the Interest Payment Date even if Notes are canceled after the
record date and on or before the Interest Payment Date. The Issuer shall pay principal, premium, if any, and interest in U.S. dollars. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest)
shall be made by wire transfer of immediately available funds to the accounts specified by the NBB or any successor operator of the X/N System. The Issuer will make all payments in respect of a Global Note deposited with the X/N System (including
principal, premium, if any, and interest), in accordance with the terms of the Clearing Agreement. If an Interest Payment Date is a date other than a Business Day at a place of payment, payment shall be at that place on the next succeeding day that
is a Business Day (with any interest or other payment in respect of such delay). 
  

	26	Paying Agent 

 The Issuer
may appoint and change any paying agent without notice. 
  

	27	Indenture 

 The Issuer
issued the Notes under an Indenture, dated as of October 8, 2010 (the “Indenture”), between the Issuer and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is
one of a duly authorized issue of Initial Notes of the Issuer designated as its 5.70% Senior Notes due 2040 (the “Initial Notes”). The Notes include the Initial Notes and the Exchange Notes issued in exchange for the Initial Notes
in accordance with the Indenture. The terms of the Notes include those terms and provisions stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”), as in effect on
the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of the
Notes conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may
be amended or supplemented from time to time. 







  

	28	Optional Redemption 

 All
or a portion of the Notes may be redeemed at the Issuer’s option, at any time at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the Notes being redeemed (exclusive of interest accrued and unpaid to the redemption dates) discounted to the redemption date, on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points as determined by the Reference Treasury Dealer, plus accrued and unpaid interest and liquidated damages, if any, on the Notes being redeemed
at the redemption date. 
 For purposes of this Section 5: 

“Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System
and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the
semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using 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. The Treasury Rate will be calculated on the third Business Day preceding the redemption date. 
 “Comparable
Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of dollar denominated corporate debt securities of a comparable maturity to the remaining term of such Notes; 

“Comparable Treasury Price” means, with respect to any redemption date, (a) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations; 
 “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Issuer; 
 “Reference Treasury Dealer” means at any time (1) each of
Banc of America Securities LLC and J.P. Morgan Securities LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease
to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefore another Primary Treasury Dealer and (2) any other two Primary Treasury Dealers selected by the
Issuer; 







 “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, 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
Issuer by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date. 
  

	29	Redemption for Taxation Reasons 

 The Issuer may, at its option, redeem the Notes in whole but not in part, at any time, upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be
irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will
become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer
determines that (1) on the occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it
(including making payment through a paying agent located in another jurisdiction), as a result of: 
  

	 	(i)	any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing
Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date, 

  

	 	(ii)	any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or
order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or 

  

	 	(iii)	the issuance of Definitive Registered Notes due to: 

  

	 	(a)	the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer within 15 days of the notification, 


 

	 	(b)	the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes
and a successor is not able to be appointed by the Issuer within 15 days of such notification, 

  

	 	(c)	DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary or ceases to be a clearing agency registered under the Exchange Act and, in
either case, a successor depositary is not appointed by the book-entry depositary at the Issuer’s request within 15 days of such notification, or 

  

	 	(d)	if the book-entry depositary is at any time unwilling or unable to continue as book-entry depositary and a successor book-entry depositary is not appointed by the
Issuer within 120 days of such notification. 








 The notice of redemption may not be given earlier than 120 days prior to the earliest date
on which the Issuer would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the
Issuer will deliver to the Trustee an Officers’ Certificate and an opinion of an independent legal counsel of internationally recognized standing to the effect that the circumstances referred to above exist. The Trustee shall accept, and shall
be entitled to rely upon, the Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders of the Notes. 

 

	30	Additional Amounts 

 All
payments made under or with respect to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related
penalties, interest and other liabilities) (“Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or
any other jurisdiction in which the Issuer is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to
withhold or deduct Taxes by law or by the interpretation or administration thereof. 
 If the Issuer is so required to withhold
or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be
necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have
received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: 
 (1) any Taxes which would not have been imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder
of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor,
beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (b) the
presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs
later; 
 (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other
governmental charge; 
 (3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of)
principal of, or any interest on, the Notes; 







 (4) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder
or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to
make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing
Jurisdiction as a precondition to exemption from all or part of such Tax; 
 (5) any Taxes that are required to be withheld or
deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income, as amended, or any law implementing or complying with, or introduced in order to conform to, such Directive;

 (6) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such
payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994
on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or 
 (7) any
combination of items (1), (2), (3), (4), (5) and (6) above. 
 The Issuer also will not be required to pay Additional
Amounts: 
 (a) if the payment could have been made without deduction or withholding if the beneficiary of the payment had
presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holders or beneficial
owners of the Notes would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period); 
 (b) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such
payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member
or beneficial owner been the actual Holder of such Note; or 
 (c) if the Note is presented for payments by or on behalf of a
Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. 
 If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date of that
payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional
Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Notes on the relevant payment date.








 Upon request, the Issuer will provide the Trustee with official receipts or other
documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. 

Whenever in this Global Note there is mentioned, in any context, the payment of principal; purchase prices in connection with a purchase
of Notes; interest; or any other amount payable on or with respect to any of the Notes, that reference shall be deemed to include payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof. 
 The Issuer will pay any present or future stamp, court or documentary taxes or
any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other related document or instrument, or the receipt of any
payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located,
and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. 
 The
preceding provisions shall apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein. 

 

	31	Notice of Redemption 


Notice of redemption will be made in accordance with the Indenture. If money sufficient to pay the redemption price of and accrued and
unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee on or before the redemption date, on and after such date interest ceases to accrue on such Notes (or portions thereof) called for
redemption. 
  

	32	Change of Control 


Section 4.03 of the Indenture provides that, upon a Change of Control, each Holder will have the right, subject to certain conditions
set forth in the Indenture, to require the Issuer to repurchase all or any part of such Holder’s Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, to the date of
repurchase. 
  

	33	Denominations: Transfer; Exchange 

 This Global Note is in registered form, without coupons, in minimum denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof with the minimum transferable principal amount being
U.S.$1,000. 







  

	34	Persons Deemed Owners 


The Person deemed to be the owner of this Global Note shall be determined in accordance with the Indenture. 

 

	35	Unclaimed Money 

 If money
for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuer at its written request unless an abandoned property law designates another person. After any such
payment, Holders entitled to the money must look to the Issuer for payment as general creditors, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. 

 

	36	Legal Defeasance and Covenant Defeasance 

 The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof (“Legal Defeasance”) and may be discharged from its obligations to
comply with certain covenants contained in the Indenture (“Covenant Defeasance”), in each case upon satisfaction of certain conditions specified in the Indenture. 

 

	37	Amendment: Supplement: Waiver 

 Subject to certain exceptions, the Indenture or the Notes may be amended, supplemented or otherwise modified, and any past default or compliance with certain provisions of the Indentures or the Notes may
be waived, in each case with the affirmative vote of a majority in aggregate principal amount of the Notes then outstanding voting (either in person or by proxy) at a duly convened meeting of the Holders. 

Without the consent of any Holder, the Issuer and the Trustee acting jointly may execute a supplemental indenture to take any of the
following actions: 
  

	 	(i)	cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder
in any material respect; 

  

	 	(ii)	provide for the assumption by a successor corporation of the obligations of the Issuer under the Indenture; 


 

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

  

	 	(iv)	add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any of its subsidiaries;


  

	 	(v)	make any change that does not in the opinion of the Trustee adversely affect the rights of any Holder, subject to the provisions of the Indentures;


  

	 	(vi)	provide for the issuance of the Exchange Notes or Additional Notes; or 








  

	 	(vii)	comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA. 


 

	38	Successors 

 When a
successor assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations. 

 

	39	Defaults and Remedies 

 If
an Event of Default occurs (other than as a result of the bankruptcy provisions or the winding up provisions) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding by notice to the
Issuer may declare principal or and accrued but unpaid interest on all the Notes to be due and payable in the manner, at the time and with the effect provided in the Indenture. If an Event of Default relating to certain events of the bankruptcy
provisions or the winding up provisions, the unpaid principal of and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in principal amount of the Notes then outstanding may rescind any such acceleration with respect to the Notes and its consequences. 
 Subject to the provisions of each Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the
rights or powers under such Indenture at the request or direction of any of the Holders of the Notes unless the Trustee has been offered an indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce
the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Notes or the Indenture unless: 
  

	 	(i)	such Holder has previously given the Trustee notice that an Event of Default is continuing, 


 

	 	(ii)	Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue the remedy,


  

	 	(iii)	the Trustee has been offered security or indemnity satisfactory to the Trustee against any loss, liability or expense, 


 

	 	(iv)	the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity satisfactory to the Trustee, and


  

	 	(v)	the Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such
60-day period. 

 Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the
then outstanding Notes shall be given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse
to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or the relevant Indenture or that the Trustee 







 
determines is unduly prejudicial to the rights of any other Holder or that may involve the Trustee in personal liability. Prior to taking any action under the relevant Indenture, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
  

	40	Trustee Dealings with Issuer 

 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the
Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 
  

	41	No Recourse Against Others 


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

	42	Authentication 

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

	43	Governing Law 

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

	44	Abbreviations and Defined Terms 

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

	45	Common Codes and ISIN Numbers 

 The Issuer has caused common codes and ISIN numbers to be printed on the Notes and has directed the Trustee to use common codes and ISIN numbers in notices of redemption as a convenience to the Holders of
the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed hereon. 







  

	46	Indenture 

 Each Holder,
by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time. 
 The Issuer will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Delhaize Group
Investor Relations Department, Square Marie Curie 40 at B-1070 Brussels, Belgium (+32 2 412 21 51, investor@delhaizegroup.com) or Delhaize Group U.S. Investor Relations Department P.O. Box 1330, 2110 Executive Drive Salisbury NC 28145-1330, United
States (+1 704 633 82 50 (ext. 2529), investor@delhaizegroup.com). 







 [OPTION OF HOLDER TO ELECT PURCHASE] 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.03 of the Indenture, check the box: 

 ̈ If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.03 of the Indenture, state the amount you elect to have purchased: 
 U.S.$ 

Dated:
                         
 NOTICE: The signature on this option must correspond with the name as it appears upon the face of this Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed
by the endorser’s bank or broker. 
 Signature Guarantee: 







 EXHIBIT D 
 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF 
 TRANSFER
RESTRICTED NOTES 
 This certificate relates to €[—] principal amount at maturity of
Notes held in (check applicable space)  ̈ book-entry or  ̈ definitive registered form by the undersigned. 

The undersigned (check one box below): 
  

	 ̈	has requested the exchange of its beneficial interest in the Global Note held by the NBB for one or more Definitive Registered Notes of authorized denominations and an
aggregate principal amount at maturity equal to its Book-Entry Interest in such Global Note; 

  

	 ̈	has requested the exchange or registration of the transfer of one or more Definitive Registered Notes; 


 

	 ̈	has requested that Book-Entry Interests in a Global Note representing the Notes to which this certificate relates be transferred to a transferee who will take delivery
in the form of Book-Entry Interests in another Global Note. 

 In connection with any transfer of any of the Notes evidenced by
this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act or, with respect to a transfer of an interest in a Regulation S Note during the Restricted Period, the undersigned confirms that
such Notes are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 

 

					
	1	  	 ̈	  	to the Issuer; or
			
	2	  	 ̈	  	to the Registrar for registration in the name of the Holder, without transfer; or
			
	3	  	 ̈	  	pursuant to an effective registration statement under the U.S. Securities Act of 1933; or
			
	4	  	 ̈	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act of 1933) that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the U.S. Securities Act of 1933; or
			
	5	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the U.S. Securities Act of 1933
and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	6	  	 ̈	  	pursuant to another available exemption from registration provided by Rule 144 under the U.S. Securities Act of 1933.


Unless one of the boxes is checked, transfer and exchange of the relevant Notes will not be permitted; provided, however, that if box (5) or
(6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably 







 
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933.

  

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

 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this [Book-Entry Interest][Note] for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon
the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

							
	 Dated:
	 	
                    
     
	 		 	  

		 		 		 	NOTICE: To be executed by an executive officer