THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture, dated as of October 16, 2020 (this Third Supplemental Indenture), is entered into by and between Conagra Brands, Inc., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee).
WHEREAS, pursuant to the Indenture, dated as of October 12, 2017, by and between the Company and the Trustee (the Base Indenture), the Company may from time to time issue and sell notes or other debt instruments in one or more Series;
WHEREAS, Section 2.01, Section 2.02 and Section 9.01(f) of the Base Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture, without the consent of any Holders, to, among other things, establish the form or terms of notes or other debt instruments of any Series as permitted by the Base Indenture;
WHEREAS, the Company desires to establish a Series of Notes entitled 1.375% Senior Notes due 2027, limited initially to $1,000,000,000 in aggregate principal amount (the Notes), and to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered;
WHEREAS, the Notes constitute separate Series of Notes to be issued under the Base Indenture, as supplemented by this Third Supplemental Indenture (as so supplemented and as may be further supplemented or amended with respect to the Notes, the Indenture), and are subject to the terms contained therein and herein; and
WHEREAS, all acts and things necessary to make the Notes, when executed by an Officer of the Company and authenticated and delivered by or on behalf of the Trustee as provided in the Indenture, the valid, binding and legal obligations of the Company, and to make this Third Supplemental Indenture a legal, binding and enforceable agreement, have been done and performed, and the execution of the Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.
NOW, THEREFORE, in order to declare the terms and conditions upon which the Notes are authenticated, issued and delivered, and in consideration of the foregoing premises and the purchase of such Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree, for the benefit of each other and for the equal and ratable benefit of the Holders from time to time of the Notes, as follows:
Section 1. Definitions. Capitalized terms used in this Third Supplemental Indenture and not defined herein shall have the respective meanings given to such terms in the Indenture.
Attributable Debt means, as of any particular time, the present value, discounted at the Composite Rate, of the obligation of a lessee for rental payment during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).