Common use of Execution, Authentication and Denomination; Additional Notes Clause in Contracts

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, the Initial Notes, and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each such Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each a Subsidiary Guarantor (who shall have been duly authorized by all requisite corporate or other applicable entity actions) shall sign the notation of Subsidiary Guarantee for such Subsidiary Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Subsidiary Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Closing Date, Notes for original issue in the aggregate principal amount not to exceed $[ • ] (the “Initial Notes, ”) and (ii) the Additional Notes (as defined below) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), 4.07) in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. The Issuer may, from time to time, without the consent of the Holders of the Notes, issue additional Notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the outstanding Notes, except for the public offering price, the issue date and, if applicable, the initial interest payment date and initial interest accrual date. All Notes issued under this Supplemental Indenture Indenture, including Additional Notes, shall be treated as a single class for all purposes under this Supplemental Indenture; provided that if the Additional Notes are not fungible for U.S. federal income tax with the Initial Notes, the Additional Notes shall be issued under a separate CUSIP or ISIN number. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each the Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Subsidiary Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Subsidiary Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount of $250.0 million (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08)amount, in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (iii) or (iiiii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each the Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each a Subsidiary Guarantor (who shall have been duly authorized by all requisite corporate or other applicable entity actions) shall sign the notation of Subsidiary Guarantee for such Subsidiary Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Subsidiary Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Closing Date, Notes for original issue in the aggregate principal amount not to exceed $700,000,000 (the “Initial Notes, ”) and (ii) the Additional Notes (as defined below) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), 4.07) in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. The Issuer may, from time to time, without the consent of the Holders of the Notes, issue additional Notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the outstanding Notes, except for the public offering price, the issue date and, if applicable, the initial interest payment date and initial interest accrual date. All Notes issued under this Supplemental Indenture Indenture, including Additional Notes, shall be treated as a single class for all purposes under this Supplemental Indenture; provided that if the Additional Notes are not fungible for U.S. federal income tax with the Initial Notes, the Additional Notes shall be issued under a separate CUSIP or ISIN number. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee or Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee or Authenticating Agent shall authenticate (i) on the Issue Date, the Initial Notes, Notes and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee or Authenticating Agent may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the TrusteeTrustee or Authenticating Agent. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Pursuant to Section 8.12, the Trustee may appoint an authenticating agent reasonably acceptable to (acting at the Issuers to authenticate direction of the Issuers) hereby appoints Elavon Financial Services DAC, U.K. Branch as the Authenticating Agent for the Notes, who accepts such appointment. Unless otherwise provided in expressly provided, the appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 £100,000 and integral multiples of $£1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each such Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation Note Guarantee in the form of Guarantee Exhibit C for such Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) the Initial Notes on the Issue Date, Date in the Initial Notes, and (ii) the Additional Notes in an unlimited aggregate principal amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, $150,000,000 upon a written order of the Issuers Issuer in the form of a certificate of an any Officer of each the Issuer (an “Authentication Order”). In addition, the Trustee shall authenticate Exchange Notes and Additional Notes upon a written order of the Issuer in the form of an Authentication Order. Each such Authentication Order shall specify (i) the amount of Notes to be authenticated and (ii) the date on which the Notes are to be authenticatedauthenticated (which, whether in the Notes are to case of Exchange Notes, shall be a like principal amount of Initial Notes or Additional Notes and Notes), (iii) whether the Notes are to be issued as Physical Certificated Notes or Global Notes, (iv) whether the Notes are to be Rule 144A Notes, Regulation S Notes or Exchange Notes, (v) in the case of Exchange Notes, acknowledgment of an effective Registration Statement and (vi) such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee or Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee or Authenticating Agent shall authenticate (i) on the Issue Date, the Initial Notes, Notes and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), ) (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (iii) or (iiiii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Pursuant to Section 8.13, the Trustee may appoint an authenticating agent reasonably acceptable to hereby appoints Deutsche Bank Luxembourg S.A. as the Issuers to authenticate Authenticating Agent for the Notes, who accepts such appointment. Unless otherwise provided in expressly provided, the appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, electronic, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, electronic, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee or Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee or Authenticating Agent shall authenticate (i) on the Issue Date, the Initial Notes, Notes and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee or Authenticating Agent may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the TrusteeTrustee or Authenticating Agent. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Pursuant to Section 8.12, the Trustee may appoint an authenticating agent reasonably acceptable to (acting at the Issuers to authenticate direction of the Issuers) hereby appoints Elavon Financial Services DAC as the Authenticating Agent for the Notes, who accepts such appointment. Unless otherwise provided in expressly provided, the appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 £100,000 and integral multiples of $£1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food Company and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$500,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08including, without limitation, ‎Section 4.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$600,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food Company and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment manual or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$1,000,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including including, without limitation, Section 5.084.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each on behalf of the Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the such Note, the such Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed $400,000,000 (the “Initial Notes”), and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.084.07, additional Notes in an unlimited principal amount (the “Additional Notes”), in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer (i) shall certify that such issuance is in compliance with Section 4.07 and (ii) shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof1,000.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each the Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $27,600,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08)) (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first each such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel and Officer’s Certificate of the Issuers Issuer, each in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 25 and integral multiples of $1,000 25 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Co-Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each such Co-Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each a Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation Notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation Notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Notations of Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly and validly authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $650.0 million (the “Initial Notes”) and (ii) additional Notes (the “Additional Notes”) having identical terms and conditions to the Initial Notes, except for issue date, issue price and (ii) the Additional Notes first interest payment date, in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including including, without limitation, Sections 4.10 and 4.12) provided that, except to the extent provided in Section 5.0811.18, on each date of issuance of Additional Notes, if any, and as a condition precedent to such issuance, the Co-Issuers shall cause to be secured by the Lien of this Indenture and the Security Documents (subject only to Permitted Liens) (I) one or more Qualified Vessels (together with any Related Assets) that will become Mortgaged Vessels on the date of incurrence of such Additional Notes, (II) cash and/or (III) any combination of clauses (I) and (II), such that on each such date of issuance of Additional Notes the requirements of clause (15) of the definition of “Permitted Liens” shall be satisfied, in each case, case upon a written order of the Co-Issuers in the form of a certificate of an Officer of each Co-Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In additionExcept as contemplated by the provisions set forth in Section 11.18, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All all Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. None of the Initial Notes or any Additional Notes shall have the right to vote or consent as a separate class on any manner (it being understood that the foregoing shall in no way limit the rights of Holders pursuant to Section 9.02(b)). The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Co-Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Co-Issuers and Affiliates of the Co-Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. In case a Co-Issuer, pursuant to and in accordance with Article Five, shall, in one or more related transactions, be consolidated or merged with or into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all the assets of such Co-Issuer and its Restricted Subsidiaries taken as a whole to any Person, and the surviving Person resulting from such consolidation or surviving such merger or into which such Co-issuer shall have been merged, or the surviving Person which shall have participated in the sale, assignment, transfer, conveyance or other disposition as aforesaid, shall have assumed all of the obligations of such Co-Issuer under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee in accordance with Article Five (such Person, the “Surviving Entity”), any of the Global Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition may, from time to time, at the request of the surviving Person, be exchanged for other Global Notes executed in the name of the surviving Person with only such changes in phraseology as may be appropriate to reflect the identity of the surviving Person, but otherwise in substance of like tenor, terms and conditions in all respects as the Global Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the surviving Person, shall authenticate and deliver Global Notes as specified in such request for the purpose of such exchange. If Global Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount of $400,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.084.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first each such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable lawlaw and such other legends as may be required under the terms of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each the Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $[—] (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08)) (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first each such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel and Officer’s Certificate of the Issuers Issuer, each in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 25 and integral multiples of $1,000 25 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food Company and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment manual or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$1,250,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including including, without limitation, Section 5.084.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS Luxembourg (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$900,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii‎(ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each such Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each a Subsidiary Guarantor (who shall have been duly authorized by all requisite corporate or other applicable entity actions) shall sign the notation of Subsidiary Guarantee for such Subsidiary Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Subsidiary Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Closing Date, Notes for original issue in the aggregate principal amount not to exceed $550,000,000 (the “Initial Notes, ”) and (ii) the Additional Notes (as defined below) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), 4.07) in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. The Issuer may, from time to time, without the consent of the Holders of the Notes, issue additional Notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the outstanding Notes, except for the public offering price, the issue date and, if applicable, the initial interest payment date and initial interest accrual date. All Notes issued under this Supplemental Indenture Indenture, including Additional Notes, shall be treated as a single class for all purposes under this Supplemental Indenture; provided that if the Additional Notes are not fungible for U.S. federal income tax with the Initial Notes, the Additional Notes shall be issued under a separate CUSIP or ISIN number. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$900,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS Luxembourg (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$1,600,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii‎(ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each the Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly and validly authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $420.0 million (the “Initial Notes”) and (ii) additional Notes (the “Additional Notes”) having identical terms and conditions to the Initial Notes, other than with respect to the date of issuance, registration rights, issue price and (ii) amount of interest payable on the Additional Notes first Interest Payment Date applicable thereto, in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including including, without limitation, Sections 4.10 and 4.12 hereof (and pursuant to clause (13) of the definition of “Permitted Liens,” the Issuer shall secure the additional Collateral required to satisfy this clause in compliance with Section 5.0811.09 hereof)), in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In additionGlobal Ship Lease, Inc. Indenture Page 51 Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote and consent on all matters as one class with respect the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Sale Offers, Collateral Sale Offers and Event of Loss Offers. None of the Initial Notes or any Additional Notes shall have the right to authentication vote or consent as a separate class on any manner (it being understood that the foregoing shall in no way limit the rights of Holders pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental IndentureSection 9.02(b)). The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 200,000 and integral multiples of $1,000 in excess thereof.. In case the Issuer, pursuant to and in accordance with Article Five, shall, in one or more related transactions, be consolidated or merged with or into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all the assets of such Issuer and its Restricted Subsidiaries taken as a whole to any Person, and the surviving Person resulting from such consolidation or surviving such merger or into which such Issuer shall have been merged, or the surviving Person which shall have participated in the sale, assignment, transfer, conveyance or other disposition as aforesaid, shall have assumed all of the obligations of such Issuer under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee in accordance with Article Five (such Person, the “Surviving Entity”), any of the Global Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition may, from time to time, at the request of the surviving Person, be exchanged for other Global Notes executed in the name of the surviving Person with only such changes in phraseology as may be appropriate to reflect the identity of the surviving Person, but otherwise in substance of like tenor, terms and conditions in all respects as the Global Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the surviving Person, shall authenticate and deliver Global Notes as specified in such request for the purpose of such exchange. If Global Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. Global Ship Lease, Inc. Indenture Page 52

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $[ ] (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), 4.08) (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (iii) or (iiiii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Co-Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each such Co-Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each a Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation Notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation Notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Notations of Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly and validly authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $375.0 million (the “Initial Notes”) and (ii) additional Notes (the “Additional Notes”) having identical terms and conditions to the Initial Notes, except for issue date, issue price and (ii) the Additional Notes first interest payment date, in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including including, without limitation, Section 5.084.10), in each case, case upon a written order of the Co-Issuers in the form of a certificate of an Officer of each Co-Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided, that if any Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, the Additional Notes will have a separate “CUSIP” number; and, provided, further, that with respect to any issuance of Additional Notes, all or any portion of the proceeds of the issuance of such Additional Notes (together with other funds available to the Company, if applicable) may at the Company’s sole election be deposited with the Trustee as Segregated Funds pursuant to customary arrangements (determined in good faith by the Company) and in connection therewith held by the Trustee to secure Additional Notes (without any requirements that any other then outstanding Notes issued under this Indenture are also secured) (“Segregated Funds”) until such time as such Segregated Funds are released (in whole or in part) to the Company and/or applied to redeem or prepay such Additional Notes, in each case, in accordance with the terms of the arrangement governing the issuance of such Additional Notes, pursuant to Section 3.07. None of the Initial Notes or any Additional Notes shall have the right to vote or consent as a separate class on any manner, except that Holders of Additional Notes may separately vote or consent with respect to matters relating solely to the Additional Notes. The Additional Notes shall bear any legend required by applicable law. If the Company makes the election described in the second proviso of the preceding paragraph in connection with the issuance of Additional Notes, it shall deliver an Officer’s Certificate to the Trustee two Business Days before depositing Segregated Funds with the Trustee (unless a shorter time period is agreed to by the Trustee), stating that (1) the Company elects to deposit with the Trustee all or any portion of the proceeds from an issuance of Additional Notes (together with other funds available to the Company, if applicable) as Segregated Funds pursuant to customary arrangements (determined in good faith by the Company) pursuant to this Section 2.02, (2) the Trustee is directed to hold such funds as Segregated Funds under Section 2.02, (3) such election is authorized by the Indenture and (4) all conditions precedent thereto have been satisfied. The Trustee may appoint an authenticating agent reasonably acceptable to the Co-Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Co-Issuers and Affiliates of the Co-Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. In case a Co-Issuer, pursuant to and in accordance with Article Five, shall, in one or more related transactions, be consolidated or merged with or into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all the assets of such Co-Issuer and its Restricted Subsidiaries taken as a whole to any Person, and the surviving Person resulting from such consolidation or surviving such merger or into which such Co-Issuer shall have been merged, or the surviving Person which shall have participated in the sale, assignment, transfer, conveyance or other disposition as aforesaid, shall have assumed all of the obligations of such Co-Issuer under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee in accordance with Article Five (such Person, the “Surviving Entity”), any of the Global Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition may, from time to time, at the request of the Surviving Entity, be exchanged for other Global Notes executed in the name of the Surviving Entity with only such changes in phraseology as may be appropriate to reflect the identity of the Surviving Entity, but otherwise in substance of like tenor, terms and conditions in all respects as the Global Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the Surviving Entity, shall authenticate and deliver Global Notes as specified in such request for the purpose of such exchange. If Global Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Co-Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each such Co-Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each a Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation Notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation Notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Notations of Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly and validly authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $610.0 million (the “Initial Notes”) and (ii) additional Notes (the “Additional Notes”) having identical terms and conditions to the Initial Notes, except for issue date, issue price and (ii) the Additional Notes first interest payment date, in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including including, without limitation, Sections 4.10 and 4.12) provided that, except to the extent provided in Section 5.0811.18, on each date of issuance of Additional Notes, if any, and as a condition precedent to such issuance, the Co-Issuers shall cause to be secured by the Lien of this Indenture and the Security Documents (subject only to Permitted Liens) (I) one or more Qualified Vessels (together with any Related Assets) that will become Mortgaged Vessels on the date of incurrence of such Additional Notes, (II) cash and/or (III) any combination of clauses (I) and (II), such that on each such date of issuance of Additional Notes the requirements of clause (15) of the definition of “Permitted Liens” shall be satisfied, in each case, case upon a written order of the Co-Issuers in the form of a certificate of an Officer of each Co-Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In additionExcept as contemplated by the provisions set forth in Section 11.18, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All all Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. None of the Initial Notes or any Additional Notes shall have the right to vote or consent as a separate class on any manner (it being understood that the foregoing shall in no way limit the rights of Holders pursuant to Section 9.02(b)). The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Co-Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Co-Issuers and Affiliates of the Co-Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. In case a Co-Issuer, pursuant to and in accordance with Article Five, shall, in one or more related transactions, be consolidated or merged with or into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all the assets of such Co-Issuer and its Restricted Subsidiaries taken as a whole to any Person, and the surviving Person resulting from such consolidation or surviving such merger or into which such Co-issuer shall have been merged, or the surviving Person which shall have participated in the sale, assignment, transfer, conveyance or other disposition as aforesaid, shall have assumed all of the obligations of such Co-Issuer under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee in accordance with Article Five (such Person, the “Surviving Entity”), any of the Global Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition may, from time to time, at the request of the surviving Person, be exchanged for other Global Notes executed in the name of the surviving Person with only such changes in phraseology as may be appropriate to reflect the identity of the surviving Person, but otherwise in substance of like tenor, terms and conditions in all respects as the Global Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the surviving Person, shall authenticate and deliver Global Notes as specified in such request for the purpose of such exchange. If Global Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each on behalf of the Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the such Note, the such Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed $425,000,000 (the “Initial Notes”), and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.084.07, additional Notes in an unlimited principal amount (the “Additional Notes”), in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or and such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer (i) shall certify that such issuance is in compliance with Section 4.07 and is otherwise permitted by the terms of the Indenture and (ii) shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. All Notes may be issued in one or more series (with all of the Notes of any one series to be substantially identical except as to denomination), and Additional Notes may have an issue date, issue price, aggregate principal amount or first interest payment date different from those of the Initial Notes or any other Additional Notes. Any Additional Notes that are not fungible with the Initial Notes or any other Additional Notes for United States federal income tax purposes shall constitute a separate issue and shall carry a separate “CUSIP” or “ISIN” number. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture, including for purposes of voting with respect to consents, waivers and amendments regarding this Indenture or the Notes and redemptions of and offers to purchase the Notes. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof1,000.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$750,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii‎(ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount of $600,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.084.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (iii) or (iiiii) of the first sentence of this paragraph, the first each such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable lawlaw and such other legends as may be required under the terms of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each the Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each a Subsidiary Guarantor (who shall have been duly authorized by all requisite corporate or other applicable entity actions) shall sign the notation of Subsidiary Guarantee for such Subsidiary Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Subsidiary Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Closing Date, Notes for original issue in the aggregate principal amount not to exceed $500,000,000 (the “Initial Notes, ”) and (ii) the Additional Notes (as defined below) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), 4.07) in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. The Issuer may, from time to time, without the consent of the Holders of the Notes, issue additional Notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the outstanding Notes, except for the public offering price, the issue date and, if applicable, the initial interest payment date and initial interest accrual date. All Notes issued under this Supplemental Indenture Indenture, including Additional Notes, shall be treated as a single class for all purposes under this Supplemental Indenture; provided that if the Additional Notes are not fungible for U.S. federal income tax with the Initial Notes, the Additional Notes shall be issued under a separate CUSIP or ISIN number. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, the Initial Notes, Notes and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), ) in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each the Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Subsidiary Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Subsidiary Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount of $450.0 million (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08)amount, in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (iii) or (iiiii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee shall have the right to decline to authenticate and deliver any Securities: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents or a committee of Responsible Officers shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Securities; or (c) if the Trustee in good faith shall determine that the terms of the Securities as set forth in the Board Resolution or Officer’s Certificate would adversely affect it.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer such Company by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each Guarantor a Guarantor, if any, (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee Guarantee, if any, for such Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees Guarantees, if any, in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $48,069,000 (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes in an unlimited amount Notes”) (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08Sections 4.09 and 4.12), and (iii) PIK Notes issued in payment of PIK Interest pursuant to a PIK Election, in each case, case upon a written order of the Issuers Company in the form of a certificate of an Officer of each Issuer the Company (an “Authentication Order”). Any such written order relating to the issuance of Additional Notes shall state that such Officers have reviewed this Indenture and the outstanding Security Documents and that any limitations on Indebtedness and/or Liens provided in this Indenture and such Security Documents shall not be exceeded by the issuance of such Additional Notes and otherwise are permitted by Section 4.09 and 4.12. Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, PIK Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i), (ii) or (iiiii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Company shall be accompanied by an Opinion of Counsel of the Issuers Company in a form reasonably satisfactory to the Trustee. All Notes Notes, including PIK Notes, issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes and the PIK Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Company and Affiliates of the IssuersCompany. The Trustee shall not accept any request for registration of transfer or exchange after a Holder has exercised its Conversion Right. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1.00 and integral multiples of $1,000 1.00 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, the Initial Notes, and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), ) in each case, upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee Guaranty for such Guarantor by manual, facsimile, .pdf pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of GuaranteeGuaranty, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees each Guaranty in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount of $1,000,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.084.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first each such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable lawlaw and such other legends as may be required under the terms of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One At least one Officer of each of the Issuers Company (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Company by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf PDF attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed $500,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including including, without limitation, Section 5.084.08), in each case, case upon a written order of the Issuers Company in the form of a certificate of an Officer of each Issuer the Company (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Company shall be accompanied by an Opinion of Counsel of the Issuers Company in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Company and Affiliates of the IssuersCompany. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee or Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee or Authenticating Agent shall authenticate (i) on the Issue Date, the Initial Notes, Notes and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Pursuant to Section 8.12, the Trustee may appoint an authenticating agent reasonably acceptable to hereby appoints Deutsche Bank Trust Company Americas as the Issuers to authenticate Authenticating Agent for the Notes, who accepts such appointment. Unless otherwise provided in expressly provided, the appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment facsimile or other electronically transmitted signaturesignature (including “.pdf” or “.tif” files). One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment facsimile or other electronically transmitted signaturesignature (including “.pdf” or “.tif” files). If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee or Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee or Authenticating Agent shall authenticate (i) on the Issue Date, the Initial Notes, Notes and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee or Authenticating Agent may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the TrusteeTrustee or Authenticating Agent. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Pursuant to Section 8.12, the Trustee may appoint an authenticating agent reasonably acceptable to (acting at the Issuers to authenticate direction of the Issuers) hereby appoints Elavon Financial Services DAC as the Authenticating Agent for the Notes, who accepts such appointment. Unless otherwise provided in expressly provided, the appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company and one Officer of the Co-Issuer (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each a Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or a notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed $700,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including including, without limitation, Section 5.084.08), in each case, case upon a written order of the Issuers Company in the form of a certificate of an Officer of each Issuer the Company (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Company shall be accompanied by an Opinion of Counsel of the Issuers Company in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture, except Section 2.17; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall trade separately from such previously issued Notes under a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under the Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$500,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii‎(ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Co-Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each such Co-Issuer by manual, facsimile, .pdf attachment facsimile or other electronically transmitted electronic signature. One Officer of each a Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation Notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment facsimile or other electronically transmitted electronic signature. If an Officer whose signature is on a Note or notation Notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Notations of Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly and validly authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $500.0 million (the “Initial Notes”) and (ii) additional Notes (the “Additional Notes”) having identical terms and conditions to the Initial Notes, except for issue date, issue price and (ii) the Additional Notes first Interest Payment Date, in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08including, without limitation, Sections 4.10 and 4.12), in each case, case upon a written order of the Co-Issuers in the form of a certificate of an Officer of each Co-Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided, that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate “CUSIP” or “ISIN” number; and, provided, further, that with respect to any issuance of Additional Notes, all or any portion of the proceeds of the issuance of such Additional Notes (together with other funds available to the Company, if applicable) may at the Company’s sole election be deposited with the Trustee or its designee as Segregated Funds pursuant to customary arrangements (determined in good faith by the Company) and in connection therewith held by the Trustee (or its designee) to secure such Additional Notes (without any requirement that any other then outstanding Notes are also secured) (“Segregated Funds”) until such time as such Segregated Funds are released (in whole or in part) to the Company and/or applied to redeem or prepay such Additional Notes, in each case, in accordance with the terms of the arrangements governing the issuance of such Additional Notes, pursuant to Section 3.07. None of the Initial Notes or any Additional Notes shall have the right to vote or consent as a separate class on any manner, except that Holders of Additional Notes may separately vote or consent with respect to matters relating solely to the Additional Notes. The Additional Notes shall bear any legend required by applicable law. If the Company makes the election described in the second proviso of the preceding paragraph in connection with the issuance of Additional Notes, it shall deliver an Officer’s Certificate to the Trustee two Business Days before depositing Segregated Funds with the Trustee (unless a shorter time period is agreed to by the Trustee), stating that (1) the Company elects to deposit with the Trustee all or any portion of the proceeds from an issuance of Additional Notes (together with other funds available to the Company, if applicable) as Segregated Funds pursuant to customary arrangements (determined in good faith by the Company) pursuant to this Section 2.02, (2) the Trustee is directed to hold such funds as Segregated Funds under this Section 2.02, (3) such election is authorized by this Indenture and (4) all conditions precedent thereto have been satisfied. The Trustee may appoint an authenticating agent reasonably acceptable to the Co-Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Co-Issuers and Affiliates of the Co-Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. In case a Co-Issuer, pursuant to and in accordance with Article Five, shall, in one or more related transactions, be consolidated or merged with or into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all the assets of such Co-Issuer and its Restricted Subsidiaries taken as a whole to any Person, and the surviving Person resulting from such consolidation or surviving such merger or into which such Co-Issuer shall have been merged, or the surviving Person which shall have participated in the sale, assignment, transfer, conveyance or other disposition as aforesaid, shall have assumed all of the obligations of such Co-Issuer under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee in accordance with Article Five (such Person, the “Surviving Entity”), any of the Global Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition may, from time to time, at the request of the Surviving Entity, be exchanged for other Global Notes executed in the name of the Surviving Entity with only such changes in phraseology as may be appropriate to reflect the identity of the Surviving Entity, but otherwise in substance of like tenor, terms and conditions in all respects as the Global Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the Surviving Entity, shall authenticate and deliver Global Notes as specified in such request for the purpose of such exchange. If Global Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers ESH REIT (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer ESH REIT by manual, facsimile, .pdf pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount of $750,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.084.08), in each case, case upon a written order of the Issuers ESH REIT in the form of a certificate of an Officer of each Issuer ESH REIT (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first each such Authentication Order from the Issuers ESH REIT shall be accompanied by an Opinion of Counsel of the Issuers ESH REIT in a form reasonably satisfactory to the Trustee; provided that no such Opinion of Counsel of ESH REIT will be required for the authentication of Initial Notes. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable lawlaw and such other legends as may be required under the terms of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers ESH REIT to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers ESH REIT and Affiliates of the IssuersESH REIT. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$1,250,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii‎(ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each such Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. One Officer of each a Subsidiary Guarantor (who shall have been duly authorized by all requisite corporate or other applicable entity actions) shall sign the notation of Subsidiary Guarantee for such Subsidiary Guarantor by manual, facsimile, .pdf attachment manual or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Subsidiary Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Closing Date, Notes for original issue in the aggregate principal amount not to exceed $700,000,000 (the “Initial Notes, ”) and (ii) the Additional Notes (as defined below) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), 4.07) in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. The Issuer may, from time to time, without the consent of the Holders of the Notes, issue additional Notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the outstanding Notes, except for the public offering price, the issue date and, if applicable, the initial interest payment date and initial interest accrual date. All Notes issued under this Supplemental Indenture Indenture, including Additional Notes, shall be treated as a single class for all purposes under this Supplemental Indenture; provided that if the Additional Notes are not fungible for U.S. federal income tax with the Initial Notes, the Additional Notes shall be issued under a separate CUSIP or ISIN number. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each the Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Subsidiary Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Subsidiary Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount of $500.0 million (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08)amount, in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (iii) or (iiiii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee shall have the right to decline to authenticate and deliver any Securities: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents or a committee of Responsible Officers shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Securities.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each on behalf of the Issuer by manual, facsimile, .pdf attachment manual or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the such Note, the such Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed $150,000,000 (the “Initial Notes”), and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.084.07, additional Notes in an unlimited principal amount (the “Additional Notes”), in each case, case upon a written order of the Issuers Issuer in the form of a certificate of an Officer of each the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Issuer (i) shall certify that such issuance is in compliance with Section 4.07 and (ii) shall be accompanied by an Opinion of Counsel of the Issuers Issuer in a form reasonably satisfactory to the Trustee. All Notes may be issued in one or more series (with all of the Notes of any one series to be substantially identical except as to denomination), and Additional Notes may have an issue date, issue price, aggregate principal amount or first interest payment date different from those of the Initial Notes or any other Additional Notes. Any Additional Notes that are not fungible with the Initial Notes or any other Additional Notes for United States federal income tax purposes (including by reason of being issued without original issue discount or with original issue discount different from that of the Initial Notes or the other Additional Notes, if any) shall constitute a separate issue and shall carry a separate “CUSIP” or “ISIN” number. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture, including for purposes of voting with respect to consents, waivers and amendments regarding this Indenture or the Notes and redemptions of and offers to purchase the Notes. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Issuer and Affiliates of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof1,000.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, electronic, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, electronic, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, the Initial Notes, and (ii) the Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i1) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$918,577,000 (the “Initial Notes, ”) and (ii2) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii‎(ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued after the final settlement date of the Exchange Offers and Consent Solicitations are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in the aggregate principal amount not to exceed $200,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), 4.08) (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (iii) or (iiiii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One At least one Officer of each of the Issuers Company (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Company by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf PDF attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed $600,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including including, without limitation, Section 5.084.08), in each case, case upon a written order of the Issuers Company in the form of a certificate of an Officer of each Issuer the Company (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers Company shall be accompanied by an Opinion of Counsel of the Issuers Company in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers Company and Affiliates of the IssuersCompany. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food Company and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$1,000,000,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.

Execution, Authentication and Denomination; Additional Notes. One Officer of the Company, one Officer of JBS USA Food and one Officer of JBS USA Finance (each of the Issuers (who whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for each Issuer the Issuers by manual, facsimile, .pdf attachment electronic or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the notation of Guarantee for such Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted facsimile signature. If an Officer whose signature is on a Note or notation of Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note (and the Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed US$909,140,000 (the “Initial Notes, ”) and (ii) additional Notes (the “Additional Notes Notes”) in an unlimited amount (so long as not otherwise prohibited by the terms of this Supplemental Indenture, including Section 5.08), in each case, case upon a written order of the Issuers in the form of a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (i) or (ii‎(ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably satisfactory to the Trustee. All Notes issued under this Supplemental Indenture shall be treated as a single class for all purposes under this Supplemental Indenture; provided that, if any Additional Notes subsequently issued after the final settlement date of the Exchange Offers and Consent Solicitations are not fungible for U.S. federal income tax purposes with any Notes previously issued, such Additional Notes shall have a separate CUSIP number but shall otherwise be treated as a single class with all other Notes issued under this Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. The Notes shall be issuable only in registered form without coupons in minimum denominations of $US$2,000 and integral multiples of $US$1,000 in excess thereof.