Exhibit 4.3
Execution Version
FIRST
SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE dated as of August 17, 2023 (this First Supplemental
Indenture), is by and among CAMPBELL SOUP COMPANY, a New Jersey corporation (the Company) having its principal office at Campbell Place, Camden, New Jersey 08101-0391, COMPUTERSHARE TRUST COMPANY, N.A., successor in
interest to WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking corporation (the Retiring Trustee), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association (the Successor
Trustee).
RECITALS OF THE COMPANY
WHEREAS, pursuant to the indenture dated as of March 19, 2015 between the Company and the Retiring Trustee (the Original
Indenture), the Company may from time to time issue and sell Securities in one or more series;
WHEREAS, the Company desires to
appoint U.S. Bank Trust Company, National Association to serve as the Successor Trustee under the Original Indenture solely with respect to the debt securities of any series first issued and authenticated under the terms of the First Supplemental
Indenture on or after the Effective Date (the New Debt Securities);
WHEREAS, Section 9.01 of the Original
Indenture permits the Company when authorized, and the Trustee, at any time and from time to time, to enter into a supplemental indenture for the purpose of evidencing and providing for the acceptance of appointment under the Original Indenture by a
successor Trustee and adding or changing any of the provisions of the Original Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee, pursuant to the requirements of
Section 6.11(b) of the Original Indenture;
WHEREAS, the Company desires to appoint the Successor Trustee as successor Trustee, to
succeed the Retiring Trustee as Trustee for the New Debt Securities;
WHEREAS, the Company desires the Retiring Trustee to continue to
serve as the Trustee under the Original Indenture (as amended and supplemented from time to time) in connection with the securities listed in Annex A hereto (the Old Debt Securities);
WHEREAS, pursuant to Section 6.10 of the Original Indenture, the replacement of the Retiring Trustee and appointment of the Successor
Trustee is effective upon acceptance of the appointment by the Successor Trustee; and
WHEREAS, the Successor Trustee is willing to and by
its execution of this First Supplemental Indenture does hereby accept the appointment as Trustee for all New Debt Securities.
NOW, THEREFORE, THIS FIRST
SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the foregoing and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree, for the benefit of all holders of all the New Debt Securities, as follows:
1. Terms used in this First Supplemental Indenture and not defined herein shall have the respective meanings given such
terms in the Original Indenture. As used in this First Supplemental Indenture, the following terms shall have the meanings indicated below:
Effective Date means the date first above written.
Supplemented Indenture means the Original Indenture, as modified and supplemented by this First Supplemental Indenture.
2. The Retiring Trustee hereby acknowledges its replacement as Trustee with respect to all New Debt Securities.
3. Notwithstanding the foregoing, all the rights, powers, trusts and duties of the Trustee solely with respect to the
Old Debt Securities shall continue to be vested in the Retiring Trustee. For the avoidance of doubt, the Retiring Trustee and the Company each hereby agree and acknowledge that on and after the Effective Date the Retiring Trustee shall remain as the
Trustee under the Supplemented Indenture solely with respect to the Old Debt Securities.