Exhibit 4.2


 


EQUINIX, INC.


 


and


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee,


 


 


3.900% Senior Notes due 2032


 


 


Twentieth Supplemental Indenture


 


Dated as of April 5, 2022


 


to


 


Indenture dated as of December 12, 2017


 








    	 	 	 



     


    

 


TABLE OF CONTENTS 




 


	 	 	 Page
	 	 	 
	 	ARTICLE 1	 
	 	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 
	 	 	 
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Conflicts with Base Indenture	15
	 	ARTICLE 2	 
	 	THE NOTES	 
	 	 	 
	Section 2.01.	Amount; Series; Terms	15
	Section 2.02.	Denominations	15
	Section 2.03.	Form of Notes	16
	 	ARTICLE 3	 
	 	REDEMPTION AND PREPAYMENT	 
	 	 	 
	Section 3.01.	Redemption	16
	Section 3.02.	Optional Redemption of the Notes	16
	Section 3.03.	[Reserved]	16
	Section 3.04.	Repurchase Offer	17
	 	ARTICLE 4	 
	 	COVENANTS	 
	 	 	 
	Section 4.01.	Payment of Notes	18
	Section 4.02.	Reports to Holders	18
	Section 4.03.	Sale and Leaseback Transactions	18
	Section 4.04.	Limitation on Liens	19
	Section 4.05.	Offer to Repurchase Upon Change of Control Triggering Event	19
	 	 	 
	 	ARTICLE 5	 
	 	MERGER, CONSOLIDATION, OR SALE OF ASSETS	 
	 	 	 
	Section 5.01.	Merger, Consolidation, or Sale of Assets	20
	 	ARTICLE 6	 
	 	EVENTS OF DEFAULT	 
	 	 	 
	Section 6.01.	Events of Default	21
	Section 6.02.	Other Amendments	23
	 	ARTICLE 7	 
	 	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 	 
	Section 7.01.	Legal Defeasance and Covenant Defeasance	23


 


	 	ARTICLE 8	 
	 	
    SATISFACTION
    AND DISCHARGE

     
	 
	 	
    ARTICLE 9

    AMENDMENT,
    SUPPLEMENT AND WAIVER

     
	 
	Section 9.01	Amendment, Supplement and Waiver	23



 






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	 	ARTICLE 10	 
	 	MISCELLANEOUS	 
	 	 	 
	Section 10.01.	Sinking Funds	24
	Section 10.02.	Supplemental Indenture	24
	Section 10.03.	No Guarantees	24
	Section 10.04.	Confirmation of Indenture	24
	Section 10.05.	Counterpart; Notices	24
	Section 10.06.	Governing Law	24
	Section 10.07.	Waiver of Jury Trial	24
	Section 10.08.	Trustee Disclaimer	24
	 	 	 
	Exhibit A	Form of Note	A-1


 






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TWENTIETH SUPPLEMENTAL INDENTURE, dated as of April 5,
2022 (this “Supplemental Indenture”), to the Indenture dated as of December 12, 2017 (as amended, modified or
supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base
Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by
and between Equinix, Inc. (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank Trust Company,
National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).


 


Each party agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the Holders of the Notes (as defined herein):


 


WHEREAS, the Company has duly authorized the execution
and delivery of the Base Indenture to provide for the issuance from time to time of senior debt securities to be issued in one or more
series as provided in the Base Indenture;


 


WHEREAS, the Company has duly authorized the execution
and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order
to establish and provide for the issuance by the Company of a series of Notes designated as its 3.900% Senior Notes due 2032 (the “Initial
Notes”) in an aggregate principal amount of $1,200,000,000, on the terms set forth herein;


 


WHEREAS, Article 9 of the Base Indenture provides
that a supplemental indenture may be entered into by the parties for such purpose provided certain conditions are met;


 


WHEREAS, the conditions set forth in the Base Indenture
for the execution and delivery of this Supplemental Indenture have been met; and


 


WHEREAS, all things necessary to make this Supplemental
Indenture a valid agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture
with respect to the Notes have been done;


 


NOW, THEREFORE:


 


ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01.        Definitions.
Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture. The words “herein,”
 “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section hereof.


 


In addition to the definitions set forth in Article 1
of the Base Indenture, this Supplemental Indenture shall include the following definitions, which, in the event of a conflict with the
definition of terms in the Base Indenture, shall control:


 


“Additional Notes” has the meaning
set forth in Section 2.01(b).


 


“Acquired Indebtedness” means
Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or
at the time it merges or consolidates with or into the Company or any of its Subsidiaries or that is assumed in connection with the acquisition
of assets from such Person, in each case whether or not incurred by such Person in connection with, or in anticipation or contemplation
of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.


 


“Applicable Procedures” means,
with respect to any transfer or exchange of or for beneficial interests in any Global Security, the rules and procedures of the Depositary
to the extent applicable to such transfer or exchange.


 


“ASC” means FASB Accounting Standards
Codification.


 






    	 	 	 



     


    

 


“Asset Acquisition” means (1) an
investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a
Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted
Subsidiary of the Company, or (2) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any
Person (other than a Restricted Subsidiary of the Company) that constitute all or substantially all of the assets of such Person or comprises
any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of
business.


 




 


“Attributable Debt” means, in
respect of a Sale and Leaseback Transaction, the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction,
of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.


 


“Base Indenture” has the meaning
specified in the introductory paragraph of this Supplemental Indenture.


 


“Capitalized Lease Obligations”
means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital
lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.


 


“Cash Equivalents” means:


 


(a)            debt
securities denominated in Euro, pounds sterling or U.S. dollars to be issued or directly and fully guaranteed or insured by the government
of a Participating Member State, the U.K. or the U.S., as applicable, where the debt securities have not more than twelve months to final
maturity and are not convertible into any other form of security;


 


(b)            commercial
paper denominated in Euro, pounds sterling or U.S. dollars maturing no more than one year from the date of creation thereof and, at the
time of acquisition, having a rating of at least P1 from Moody’s and A1 from S&P;


 


(c)            certificates
of deposit denominated in Euro, pounds sterling or U.S. dollars having not more than twelve months to maturity issued by a bank or financial
institution incorporated or having a branch in a Participating Member State in the United Kingdom or the United States, provided
that the bank is rated P1 by Moody’s or A1 by S&P;


 


(d)            any
cash deposit denominated in Euro, pounds sterling or U.S. dollars with any commercial bank or other financial institution, in each case
whose long term unsecured, unsubordinated debt rating is at least A3 by Moody’s or A- by S&P;


 


(e)            repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered
into with any bank or financial institution meeting the qualifications specified in clause (d) above; and


 


(f)            investments
in money market funds which invest substantially all their assets in securities of the types described in clauses (a) through (e) above.


 


“Change of Control” means the
occurrence of one or more of the following events:


 


(1)            any
sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets
of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”),
together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture);


 


(2)            the
approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether
or not otherwise in compliance with the provisions of the Indenture); or


 








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(3)            any
Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the
aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company.


 


For the avoidance of doubt, the consummation of
the Company Conversion shall not constitute a “Change of Control.”


 


“Change of Control Offer” has
the meaning set forth in Section 4.05(a).


 


“Change of Control Payment”
has the meaning set forth in Section 4.05(a).


 


“Change of Control Payment Date”
has the meaning set forth in Section 4.05(b).


 


“Change of Control Triggering Event”
means, in each case, the occurrence of both (i) a Change of Control and (ii) a Rating Event.


 


“Company” has the meaning specified
in the introductory paragraph of this Supplemental Indenture, and subject to the provisions of ARTICLE 5, shall include its successors
and assigns.


 


“Company Conversion” means the
actions taken by the Company and its Subsidiaries in connection with Company’s qualification as a REIT, including without limitation,
(y) separating from time to time all or a portion of its United States and international businesses into, as defined by the Code,
taxable REIT subsidiaries (“TRS”) and/or qualified REIT subsidiaries (“QRS”) (it being understood
that any such TRS and/or QRS shall remain Restricted Subsidiaries, as applicable, as prior to the Company Conversion) and (z) amending
its charter to impose ownership limitations on the Company’s Capital Stock directly or indirectly by merging into a Wholly Owned
Restricted Subsidiary of the Company.


 


“Consolidated Depreciation, Amortization
and Accretion Expense” means with respect to any Person for any period, the total amount of depreciation and amortization (including
amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and
accretion expense, including the amortization of deferred financing fees or costs of such Person and its Restricted Subsidiaries for such
period, on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated EBITDA” means,
with respect to any Person for any period, the Consolidated Net Income of such Person for such period:


 


(a)           increased
(without duplication) by the following, in each case to the extent deducted in determining Consolidated Net Income for such period:


 


(1)            provision
for taxes based on income or profits or capital, including, without limitation, federal, state, franchise and similar taxes and foreign
withholding taxes (including any levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed
by a governmental agency, and any related interest, penalty, charge, fee or other amount) of such Person paid or accrued during such period
deducted (and not added back) in computing Consolidated Net Income; plus


 


(2)            Consolidated
Interest Expense of such Person for such period to the extent the same were deducted (and not added back) in calculating such Consolidated
Net Income; plus


 


(3)            Consolidated
Depreciation, Amortization and Accretion Expense of such Person for such period to the extent that the same were deducted (and not added
back) in computing Consolidated Net Income; plus


 


(4)            any
expenses or charges (other than depreciation or amortization expense) related to any Equity Offering or the incurrence of Indebtedness
permitted to be incurred in accordance with the Indenture (including a refinancing thereof) (whether or not successful), in each case,
deducted (and not added back) in computing Consolidated Net Income; plus


 








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(5)            any
other Non-cash Charges, including any provisions, provision increases, write-offs or write-downs reducing Consolidated Net Income for
such period (provided that if any such Non-cash Charges represent an accrual or reserve for potential cash items in any future
period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent), and excluding
amortization of a prepaid cash item that was paid in a prior period; plus


 


(6)            any
costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement or any stock subscription or stockholder agreement, to the extent that such cost
or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest
of the Company (other than Disqualified Capital Stock); plus


 


(7)            cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net
Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant
to clause (b) below for any previous period and not added back; plus


 


(8)            any
net loss from disposed or discontinued operations; plus


 


(9)            any
net unrealized loss (after any offset) resulting in such period from obligations under any Currency Agreements and the application of
ASC 815; provided that to the extent any such Currency Agreement relates to items included in the preparation of the income statement
(as opposed to the balance sheet, as reasonably determined by the Company), the realized loss on a Currency Agreement shall be included
to the extent the amount of such hedge gain or loss was excluded in a prior period; plus


 


(10)         any
net unrealized loss (after any offset) resulting in such period from (A) currency translation or exchange losses including those
(x) related to currency remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and
(B) changes in the fair value of Indebtedness resulting from changes in interest rates; plus


 


(11)         the
amount of any minority interest expense (less the amount of any cash dividends paid in such period to holders of such minority interests);
plus


 


(12)         the
amount of any costs and expenses associated with the Company Conversion, including, without limitation, planning and advisory costs related
to the foregoing; and


 


(b)           decreased
(without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:


 


(1)           non-cash
gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the
reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains
with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period;


 


(2)           any
net gain from disposed or discontinued operations;


 






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(3)           any
net unrealized gain (after any offset) resulting in such period from obligations under any Currency Agreements and the application of
ASC 815; provided that to the extent any such Currency Agreement relates to items included in the preparation of the income statement
(as opposed to the balance sheet, as reasonably determined by the Company), the realized gain on a Currency Agreement shall be included
to the extent the amount of such hedge gain or loss was excluded in a prior period; plus


 


(4)           any
net unrealized gains (after any offset) resulting in such period from (A) currency translation or exchange gains including those
(x) related to currency remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and
(B) changes in the fair value of Indebtedness resulting from changes in interest rates.


 


For purposes of this definition, calculations shall
be done after giving effect on a pro forma basis for the period of such calculation to:


 


(1)            the
incurrence or repayment of any Indebtedness or the designation or elimination (including by de-designation) of any Designated Revolving
Commitments of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need
to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than
the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital
facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior
to the Transaction Date, as if such incurrence or repayment of Indebtedness or designation or elimination (including by de-designation)
of Designated Revolving Commitments, as the case may be (and the application of the proceeds thereof), occurred on the first day of the
Four Quarter Period (and in the case of Designated Revolving Commitments, as if Indebtedness in the full amount of any undrawn Designated
Revolving Commitments had been incurred throughout such period); and


 


(2)            any
asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need
to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted
Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including
any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X promulgated
under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during
the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period
and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption
or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted
Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence
of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed
such guaranteed Indebtedness.


 


“Consolidated Interest Expense”
means, with respect to any Person for any period, the sum of, without duplication:


 


(1)            the
aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP, including without limitation: (a) any amortization of debt discount and the amortization or write-off of deferred
financing costs, including commitment fees; (b) the net costs under Interest Swap Obligations; (c) all capitalized interest;
(d) non-cash interest expense (other than non-cash interest on any convertible or exchangeable debt issued by the Company that exists
by virtue of the bifurcation of the debt and equity components of such convertible or exchangeable notes and the application of ASC 470-20
(or related accounting pronouncement(s))); (e) commissions, discounts and other fees and charges owed with respect to letters of
credit and banker’s acceptance financing; (f) dividends with respect to Disqualified Capital Stock; (g) dividends with
respect to Preferred Stock of Restricted Subsidiaries of such Person; (h) imputed interest with respect to Sale and Leaseback Transactions;
and (i) the interest portion of any deferred payment obligation; plus


 








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(2)            the
interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted
Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; less


 


(3)            interest
income for such period.


 


“Consolidated Net Income” means,
with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such
period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (without duplication):


 


(1)            any
after tax effect of extraordinary, non-recurring or unusual gains or losses (including all fees and expenses relating thereto) or expenses;


 


(2)            any
net after tax gains or losses on disposal of disposed, abandoned or discontinued operations;


 


(3)            any
after tax effect of gains or losses (including all fees and expenses relating thereto) attributable to sale, transfer, license, lease
or other disposition of assets or abandonments or the sale, transfer or other disposition of any Equity Interest of any Person other than
in the normal course of business;


 


(4)            the
net income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity
method of accounting, except to the extent of cash dividends or distributions paid to the Company or to a Restricted Subsidiary of the
Company by such Person;


 


(5)            any
after tax effect of income (loss) from the early extinguishment of (1) Indebtedness, (2) obligations under any Currency Agreement
or (3) other derivative instruments;


 


(6)            any
impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible
assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant
to GAAP, and the amortization of intangibles arising pursuant to GAAP;


 


(7)            any
non-cash compensation charge or expense including any such charge arising from the grants of stock appreciation or similar rights, stock
options, restricted stock or other rights;


 


(8)            any
fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any issuance or repayment
of Indebtedness, issuance of Equity Interests, refinancing transaction, amendment or modification of any debt instrument;


 


(9)            income
or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not
such operations were classified as discontinued);


 


(10)         in
the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any
earnings of the successor entity prior to such consolidation, merger or transfer of assets;


 


(11)         the
net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar
distributions by that Restricted Subsidiary of that income is restricted by contract, operation of law or otherwise; and


 


(12)          acquisition-related
costs resulting from the application of ASC 805.


 








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In addition, to the extent not already included
in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing,
but without duplication, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and
reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any
sale, conveyance, transfer or other disposition of assets permitted under the Indenture (in each case, whether or not non-recurring).


 


“Currency Agreement” means any
foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted
Subsidiary of the Company against fluctuations in currency values.


 


“Definitive Note” means a certificated
Note registered in the name of the Holder thereof and issued in accordance with Section 2.08 of the Base Indenture, substantially
in the form of Exhibit A hereto, except that such Note shall not bear the Global Security Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.


 


“delivered” with respect to
any notice to be delivered, given or mailed to a Holder pursuant to the Indenture, shall mean (x) given to the Depositary (or its
designee) in accordance with accepted procedures of the Depositary (in the case of a Global Note) or (y) notice mailed to such Holder
by first class mail, postage prepaid, at its address as it appears on the register of Holders. Notice so “delivered” shall
be deemed to include any notice to be “mailed” or “given,” as applicable, under the Indenture.


 


“Designated Revolving Commitments”
means the amount or amounts of any commitments to make loans or extend credit on a revolving basis to the Company or any of its Restricted
Subsidiaries by any Person other than the Company or any of its Restricted Subsidiaries that has or have been designated (but only to
the extent so designated) in an Officers’ Certificate delivered to the Trustee as “Designated Revolving Commitments”
until such time as the Company subsequently delivers an Officers’ Certificate to the Trustee to the effect that the amount or amounts
of such commitments shall no longer constitute “Designated Revolving Commitments.”


 


“Disqualified Capital Stock”
means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which
it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute
a Change of Control), matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, or is redeemable at the
sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control), in each case, on or prior to the
final maturity date of the Notes.


 


“Domestic Restricted Subsidiary”
means a Restricted Subsidiary incorporated or otherwise organized under the laws of the United States, any State thereof or the District
of Columbia.


 


“Electronic Signatures” has
the meaning set forth in Section 10.05.


 


“Equity Interests” means Capital
Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock.


 


“Equity Offering” means any
public or private sale of Common Stock or Preferred Stock of the Company (excluding Disqualified Capital Stock), other than:


 


(a)            public
offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-4
or Form S-8 (or similar forms under non-U.S. law);


 


(b)            issuances
to any Subsidiary of the Company;


 


(c)            issuances
pursuant to the exercise of options or warrants outstanding on the date hereof;


 






    	 	-7-	 



     


    

 


(d)            issuances
upon conversion of securities convertible into Common Stock outstanding on the date hereof;


 


(e)            issuances
in connection with an acquisition of property in a transaction entered into on an arm’s-length basis; and


 


(f)             issuances
pursuant to employee stock plans.


 


“Euro” means the lawful currency
of the member states of the European Union who have agreed to share a common currency in accordance with the provisions of the Maastricht
Treaty dealing with European monetary union.


 


“Event of Default” has the meaning
set forth in Section 6.01.


 


“fair market value” means, with
respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between
a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair
market value shall be determined by the Board of Directors of the Company or any duly appointed officer of the Company or a Restricted
Subsidiary, as applicable, acting reasonably and in good faith and, in respect of any asset or property with a fair market value in excess
of $50.0 million, shall be determined by the Board of Directors of the Company and shall be evidenced by a Board Resolution of the Board
of Directors of the Company delivered to the Trustee.


 


“Fitch” means Fitch Ratings
Inc. or any successor to the rating agency business thereof.


 


“Four Quarter Period” means
the period of four full fiscal quarters for which financial statements are available ending prior to the date of the transaction (the
 “Transaction Date”) giving rise to the need to make such calculation.


 


“GAAP” means generally accepted
accounting principles set forth in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements
by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect
as of July 11, 2011.


 


“Global Notes” means, individually
and collectively, each of the Global Securities deposited with or on behalf of and registered in the name of the Depositary or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Security Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.03 of the Base Indenture and
Section 2.03 hereof.


 


“Holder” means a Person in whose
name a Note is registered.


 


“incur” means, collectively,
create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible
for payment of (collectively, “incur”) any Indebtedness.


 


“Indebtedness” means with respect
to any Person, without duplication:


 


(1)            all
Obligations of such Person for borrowed money;


 


(2)            all
Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)            all
Capitalized Lease Obligations and all Attributable Debt of such Person;


 


(4)            all
Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations
under any title retention agreement (but excluding (i) trade accounts payable and other accrued liabilities arising in the ordinary
course of business that are not overdue by 120 days or more or are being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such
Person in accordance with GAAP);


 








    	 	-8-	 



     


    

 


(5)            all
Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other
than obligations with respect to letters of credit (A) securing Obligations (other than Obligations described in (1)-(4) above)
entered into the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the
extent drawn upon, such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement
following payment on the letter of credit) or (B) that are otherwise cash collateralized;


 


(6)            guarantees
and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;


 


(7)            all
Obligations of any other Person of the type referred to in clauses (1) through (6) that are secured by any Lien on any property
or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset
or the amount of the Obligation so secured;


 


(8)            all
Obligations under Currency Agreements and Interest Swap Obligations of such Person;


 


(9)            all
Disqualified Capital Stock issued by such Person or Preferred Stock issued by such Person’s non-Domestic Restricted Subsidiaries
with the amount of Indebtedness represented by such Disqualified Capital Stock or Preferred Stock being equal to the greater of its voluntary
or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any; and


 


(10)         the
aggregate amount of Designated Revolving Commitments in effect on such date.


 


For purposes hereof, the “maximum fixed repurchase
price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the
terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall
be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock.


 


“Indenture” means the Base Indenture,
as supplemented by this Supplemental Indenture, as amended or supplemented from time to time.


 


“Initial Notes” has the meaning
specified in the recitals of this Supplemental Indenture.


 


“Interest Swap Obligations”
means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated
notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest
on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.


 


“Interest Payment Date” has
the meaning set forth in Section 2.01(d).


 


“Investment Grade Rating” means
a rating equal to or greater than BBB- by S&P and Fitch and Baa3 by Moody’s or the equivalent thereof under any new ratings
system if the ratings system of any such agency shall be modified after the Issue Date, or the equivalent rating of any other Rating Agency
selected by the Company as provided in the definition of “Rating Agency.”


 






    	 	-9-	 



     


    

 


“Issue Date” means April 5,
2022.


 


“Material Subsidiary” means
a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act.


 


“Moody’s” means Moody’s
Investors Service, Inc., or any successor to the rating agency business thereof.


 


“Non-cash Charges” means, with
respect to any Person, (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related
to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments
recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided
that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future
period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding
amortization of a prepaid cash item that was paid in a prior period).


 


“Notes” means, for all purposes
under the Indenture (including, without limitation, the covenants set forth in the Base Indenture) the Initial Notes issued on the date
hereof and any Additional Notes. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under
the Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional
Notes.


 


“Obligations” means all obligations
for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


 


“Offer Amount” has the meaning
set forth in Section 3.04.


 


“Offer Period” has the meaning
set forth in Section 3.04.


 


“Officers’ Certificate”
means a certificate signed by two Officers, at least one of whom shall be the principal executive officer or principal financial officer
of the Company, and delivered to the Trustee.


 


“Par Call Date” means January 15,
2032.


 


“Pari Passu Indebtedness” means
any Indebtedness of the Company that ranks pari passu in right of payment with the Notes.


 


“Participating Member State”
means each state, so described in any European Monetary Union legislation, which was a participating member state on December 31,
2003.


 


“Permitted Liens” means the
following types of Liens:


 


(1)            Liens
for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate
proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required
pursuant to GAAP;


 


(2)            statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred
in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made in respect thereof;


 


(3)            Liens
incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and
other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with
past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment
of borrowed money);


 






    	 	-10-	 



     


    

 


(4)            judgment
Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may
have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings
may be initiated shall not have expired;


 


(5)            easements,
rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material
respect with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;


 


(6)            any
interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or
assets which is not leased property subject to such Capitalized Lease Obligation (other than other property that is subject to a separate
lease from such lessor or any of its Affiliates);


 


(7)            Liens
securing Purchase Money Indebtedness incurred in the ordinary course of business; provided that (a) such Purchase Money Indebtedness
shall not exceed the purchase price or other cost of such property or equipment and shall not be secured by any property or equipment
of the Company or any Restricted Subsidiary of the Company other than the property and equipment so acquired or other property that was
acquired from such seller or any of its Affiliates with the proceeds of Purchase Money Indebtedness and (b) the Lien securing such
Purchase Money Indebtedness shall be created within 360 days of such acquisition;


 


(8)            Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’
acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other
goods;


 


(9)            Liens
securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to
such letters of credit and products and proceeds thereof;


 


(10)         Liens
securing Interest Swap Obligations;


 


(11)         Liens
securing Indebtedness under Currency Agreements;


 


(12)         Liens
securing Acquired Indebtedness; provided that


 


(a)            such
Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company or a
Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness
by the Company or a Restricted Subsidiary of the Company; and


 


(b)            such
Liens do not extend to or cover any property or assets of the Company or of any of its Restricted Subsidiaries other than the property
or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a
Restricted Subsidiary of the Company and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior
to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company;


 


(13)         Liens
on assets of a Restricted Subsidiary of the Company;


 


(14)         leases,
subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of the Company
and its Restricted Subsidiaries;


 


(15)         banker’s
Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary
course of business;


 






    	 	-11-	 



     


    

 


(16)          Liens
arising from filing Uniform Commercial Code financing statements regarding leases;


 


(17)          Liens
in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation
of goods;


 


(18)          Liens
(a) on inventory held by and granted to a local distribution company in the ordinary course of business and (b) in accounts
purchased and collected by and granted to a local distribution company that has agreed to make payments to the Company or any of its Restricted
Subsidiaries for such amounts in the ordinary course of business;


 


(19)          [Reserved];


 


(20)          Liens
securing Indebtedness in respect of Sale and Leaseback Transactions;


 


(21)          [Reserved];


 


(22)          Liens
securing Indebtedness in respect of mortgage financings; and


 


(23)          Liens
with respect to obligations (including Indebtedness) of the Company or any of its Restricted Subsidiaries otherwise permitted under the
Indenture that do not exceed an amount equal to (x) 3.5 times (y) the Consolidated EBITDA of the Company for the Four
Quarter Period to and including the most recent fiscal quarter for which financial statements are internally available immediately preceding
such date.


 


“Prospectus” means the prospectus
dated October 30, 2020, as supplemented by the prospectus supplement dated March 31, 2022, prepared by the Company in connection
with the offering of the Initial Notes.


 


“Purchase Date” has the meaning
set forth in Section 3.04.


 


“Purchase Money Indebtedness”
means Indebtedness of the Company and its Restricted Subsidiaries incurred in the normal course of business for the purpose of financing
all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment.


 


“Rating Agency” means (1) each
of Fitch, Moody’s and S&P and (2) if Fitch, Moody’s or S&P ceases to rate the Notes for reasons outside of the
Company’s control, a “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62)
of the Exchange Act selected by the Company as a replacement agency for Fitch, Moody’s or S&P, as the case may be.


 


“Rating Event” means that the
Notes are downgraded by at least one rating category from the applicable rating of such Notes on the first day of the Trigger Period by
two of the Rating Agencies and/or cease to be rated by two of the Rating Agencies, in each case, on any date during the Trigger Period;
provided that a Rating Event will not be deemed to have occurred unless the rating category of the Notes is below an Investment
Grade Rating by two of the Rating Agencies; provided, further, that a Rating Event will not be deemed to have occurred in
respect of a particular Change of Control if each applicable downgrading Rating Agency does not publicly announce or confirm or inform
the Trustee in writing at the Company’s request that the reduction was the result of the Change of Control (whether or not the applicable
Change of Control has occurred at the time of the Change of Control Triggering Event). Notwithstanding the foregoing, no Rating Event
will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually
been consummated; provided that in the event that a Rating Agency does not provide a rating of Notes on the first day of the Trigger
Period, such absence of rating shall be treated as both a downgrade in the rating of such Notes below an Investment Grade Rating by such
Rating Agency and a downgrade that results in such Notes no longer being rated at the rating category in effect on the first day of the
Trigger Period by such Rating Agency, in each case, and shall not be subject to the second proviso in the immediately preceding sentence.
The Trustee shall have no obligation to determine whether a Rating Event has occurred.


 






    	 	-12-	 



     


    

 


“Redemption Date” has the meaning
set forth in Section 3.02(a).


 


“REIT” means a “real estate
investment trust” as defined and taxed under Sections 856-860 of the Code.


 


“Repurchase Offer” has the meaning
set forth in Section 3.04.


 


“Restricted Subsidiary” of any
Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.


 


“S&P” means Standard &
Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.


 


“Sale and Leaseback Transaction”
means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company
or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired,
which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from
whom funds have been or are to be advanced by such Person on the security of such property.


 


“Secured Indebtedness” means
any Indebtedness secured by a Lien on any assets of the Company or any of its Restricted Subsidiaries.


 


“Subordinated Indebtedness”
means Indebtedness of the Company that is subordinated or junior in right of payment to the Notes.


 


“Supplemental Indenture” has
the meaning specified in the introductory paragraph of this Supplemental Indenture.


 


“TIA” means the Trust Indenture
Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb), as amended.


 


“Transaction Date” has the meaning
assigned thereto in the definition of “Four Quarter Period.”


 


“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.


 


The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as applicable:


 


		(1)	the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the
 “Remaining Life”); or



 


		(2)	if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or



 


		(3)	if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.



 








    	 	-13-	 



     


    

 


If on the third business day preceding the redemption
date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding
such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as
applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with
a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding
the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States
Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States
Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices
for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the
terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average
of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.


 


“Trigger Period” means the 60-day
period commencing on the earlier of (i) the occurrence of a Change of Control or (ii) the first public announcement of the occurrence
of a Change of Control or the Company’s intention to effect a Change of Control (which Trigger Period will be extended so long as
the ratings of the Notes are under publicly announced consideration for possible downgrade by any two of the three Rating Agencies); provided
that the Trigger Period will terminate with respect to each Rating Agency when such Rating Agency takes action (including affirming its
existing ratings) with respect to such Change of Control.


 


“Trustee” has the meaning specified
in the introductory paragraph of this Supplemental Indenture.


 


“Unrestricted Subsidiary” of
any Person means:


 


(1)            any
Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board
of Directors of such Person in the manner provided below; and


 


(2)            any
Subsidiary of an Unrestricted Subsidiary.


 


The Board of Directors of the Company may designate
any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns
any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated; provided that each Subsidiary to be so designated and each of its Subsidiaries has not at
the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable
with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted
Subsidiaries.


 


The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if, immediately before and immediately after giving effect to such designation, no Default
or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee
by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing provisions.


 


“Wholly Owned Restricted Subsidiary”
means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company
or another Wholly Owned Restricted Subsidiary.


 






    	 	-14-	 



     


    

 


Whenever this Supplemental Indenture refers to
a provision of the TIA, the provision is incorporated by reference in and made a part of this Supplemental Indenture.


 


All terms used in this Supplemental Indenture that
are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings
so assigned to them.


 


Section 1.02.      Conflicts
with Base Indenture. In the event that any provision of this Supplemental Indenture limits, qualifies or conflicts with a provision
of the Base Indenture, such provision of this Supplemental Indenture shall control.


 


ARTICLE 2

THE NOTES


 


Section 2.01.      Amount;
Series; Terms.


 


(a)            There
is hereby created and designated one series of Notes under the Base Indenture: the title of the Notes shall be “3.900% Senior Notes
Due 2032.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable
only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Notes that may be issued under the
Base Indenture unless a supplemental indenture with respect to such other series of Notes specifically incorporates such changes, modifications
and supplements.


 


(b)            The
initial aggregate principal amount of Notes is $1,200,000,000. The Company shall be entitled to issue additional notes under this Supplemental
Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the
date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that
such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series
with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes
are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP
numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’
Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount
of such Additional Notes to be authenticated and delivered pursuant to this Supplemental Indenture; and (ii) the issue price, the
issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first
interest payment date applicable thereto and the date from which interest shall accrue.


 


(c)            The
Stated Maturity of the Notes shall be April 15, 2032. The Notes shall be payable and may be
presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company
maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.


 


(d)            The
Notes shall bear interest at the rate of 3.900% per annum from April 5, 2022, or from the most recent date to which interest has
been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A. Interest shall
be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each,
an “Interest Payment Date”) shall be April 15 and October 15 of each year, beginning on October 15,
2022, and the record date for any interest payable on each such Interest Payment Date shall be the immediately preceding April 1
or October 1, respectively.


 


(e)            The
Notes will be issued in the form of one or more Global Notes, deposited with the Trustee as custodian for the Depositary or its nominee,
duly executed by the Company and authenticated by the Trustee as provided in Sections 2.03 and 2.04 of the Base Indenture.


 


Section 2.02.      Denominations.
The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 and any multiple of $1,000
in excess thereof.


 






    	 	-15-	 



     


    

 


Section 2.03.      Form of
Notes. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto.
However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling.


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


Section 3.01.      Redemption.
Pursuant to Section 3.01 of the Base Indenture, the following additional redemption provisions in this Article 3 shall apply
to the Notes.


 


Section 3.02.      Optional
Redemption of the Notes.


 


(a)           Prior
to the Par Call Date, the Company may redeem at its election, at any time or from time to time, some or all of the Notes at a redemption
price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points less (b) interest accrued to the date of redemption (the “Redemption Date”), and (2) 100%
of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date
(the “Make-Whole Premium”).


 


(b)            On
or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.


 


(c)            Neither
the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium.


 


(d)           The
provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following
provisions shall apply in lieu thereof:


 


(i)            In
the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee
in its sole discretion deems appropriate and fair.


 


(ii)           No
Notes of a principal amount of $2,000 or less shall be redeemed in part.


 


(iii)          Notice
of redemption will be delivered at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed,
the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes
or satisfaction and discharge of the Indenture governing the Note in accordance with the Indenture, the notice of redemption may be delivered
more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that
relates to such Note must state the portion of the principal amount of such Note to be redeemed. A new Note in a principal amount equal
to the unredeemed portion of such Note will be issued in the name of the Holder of such Note upon cancellation of the original Note. Unless
the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or
portions thereof called for redemption.


 


(e)            Any
redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.


 


(f)            For
so long as the Notes are held by the Depositary (or another depositary), any redemption of the Notes shall be done in accordance with
the Applicable Procedures.


 


Section 3.03.      [Reserved].


 






    	 	-16-	 



     


    

 



 


 


Section 3.04.      Repurchase
Offer. In the event that, pursuant to Section 4.05 hereof, the Company or a Restricted Subsidiary is required to commence an
offer to all Holders to purchase Notes (a “Repurchase Offer”), it shall follow the procedures specified below.


 


The Repurchase Offer shall remain open for a period
of at least 20 Business Days following its commencement, except to the extent that a shorter or longer period is permitted or required,
as the case may be, by applicable law (the “Offer Period”). No later than five Business Days after the termination
of the Offer Period (the “Purchase Date”), the Company will purchase at the purchase price (as determined in accordance
with Section 4.05 hereof, as the case may be) the principal amount of Notes required to be purchased pursuant to Section 4.05
hereof, as the case may be (the “Offer Amount”) and, if required, Pari Passu Indebtedness (on a pro rata basis, if
applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Repurchase
Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.


 


If the Purchase Date is on or after an interest
record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, to, but not including, the Payment
Date will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest
will be payable to Holders who tender Notes pursuant to the Repurchase Offer.


 


Upon the commencement of a Repurchase Offer, the
Company will deliver or cause to be delivered a notice to each of the Holders, with a copy to the Trustee. The notice will contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The notice, which will govern
the terms of the Repurchase Offer, will state:


 


(a)            that
the Repurchase Offer is being made pursuant to this Section 3.04, and Section 4.05 hereof, and the length of time the Repurchase
Offer will remain open;


 


(b)            the
Offer Amount, the purchase price and the Purchase Date;


 


(c)            that
any Note not tendered or accepted for payment will continue to accrue interest;


 


(d)            that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Repurchase Offer will cease to accrue
interest after the Purchase Date;


 


(e)            that
Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in minimum denominations of
$2,000, or integral multiples of $1,000 in excess thereof;


 


(f)            that
Holders electing to have a Note purchased pursuant to any Repurchase Offer will be required to surrender the Note, with the form entitled
 “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Company, a
Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase
Date;


 


(g)            that
Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives,
not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have
such Note purchased;


 


(h)            that,
if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Trustee
will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes and such Pari Passu Indebtedness surrendered
(with such adjustments as may be deemed appropriate by the Trustee so that no Notes in denominations of $2,000 or less will be purchased
in part); and


 






    	 	-17-	 



     


    

 


(i)            that
Holders whose Notes were purchased only in part will be issued new Notes of the applicable series equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry transfer).


 


On or before the Purchase Date, the Company will,
to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly
tendered pursuant to the Repurchase Offer or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or
cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes
or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.04. The Company, the
Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) deliver
to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase,
and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and deliver
(or cause to be transferred by book entry) such new Note to such Holder in a principal amount equal to any unpurchased portion of the
Note surrendered. Notwithstanding any other provision in the Indenture to the contrary, neither an Opinion of Counsel nor an Officers’
Certificate is required for the Trustee to authenticate such new Note. Any Note not so accepted shall be promptly returned by the Company
to the Holder thereof. The Company will publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase
Date.


 


Other than as specifically provided in this Section 3.04
or Section 4.05 of this Supplemental Indenture, as applicable, any purchase pursuant to this Section 3.04 shall be made pursuant
to the applicable provisions of Section 3.01 through Section 3.06 of the Base Indenture.


 


ARTICLE 4


COVENANTS


 


In addition to the covenants set forth in Article 4
of the Base Indenture, the Notes shall be subject to the following additional covenants. Such additional covenants set forth in Sections
4.03 through Section 4.05 below shall be subject to covenant defeasance pursuant to Section 8.03 of the Base Indenture.


 


Section 4.01.          Payment
of Notes. The following paragraph shall be added following the first paragraph of Section 4.01 of the Base Indenture: “The
Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium,
if any, at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period),
at such rate to the extent lawful. Interest will be computed daily on the Notes on the basis of a 360-day year comprised of twelve 30-day
months (US 30/360)”.


 


Section 4.02.          Reports
to Holders. The following sentence shall be added to the end of the second paragraph of Section 4.03 of the Base Indenture: “If
the Company had any Unrestricted Subsidiaries during the relevant period, the Company will also provide to the Trustee and, upon request,
to any Holder of the Notes, information sufficient to ascertain the financial condition and results of operations of the Company and its
Restricted Subsidiaries, excluding in all respects the Unrestricted Subsidiaries.”


 


Section 4.03.          Sale
and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction with respect to any property or assets unless:


 


(1)            the
Sale and Leaseback Transaction is solely with the Company or a Restricted Subsidiary;


 


(2)            the
lease is for a period not in excess of 36 months (or which may be terminated by the Company or any of its Subsidiaries within a period
of not more than 36 months);


 






    	 	-18-	 



     


    

 


(3)            the
Company would be able to incur Indebtedness secured by a Lien with respect to such Sale and Leaseback Transaction without equally and
ratably securing the notes pursuant to Section 4.04(b) (other than in reliance on clause (20) of the definition of “Permitted
Liens”); or


 


(4)            the
Company or such Restricted Subsidiary within 365 days after the sale of such property in connection with such Sale and Leaseback Transaction
is completed, applies an amount equal to the net proceeds of the sale of such property to (i) the redemption of Notes, other Indebtedness
of the Company ranking on a parity with the Notes in right of payment or Indebtedness of the Company or a Restricted Subsidiary or (ii) the
purchase of other property; provided that, in lieu of applying such amount to the retirement of Pari Passu Indebtedness, the Company may
deliver Notes to the Trustee for cancellation; such Notes to be credited at the cost thereof to the Company.


 


Section 4.04.          Limitation
on Liens. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create,
incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Company or any of its Restricted
Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey
any right to receive income or profits therefrom unless:


 


(a)            in
the case of Liens securing Subordinated Indebtedness, the Notes are secured by a Lien on such property, assets or proceeds that is senior
in priority to such Liens; and


 


(b)            in
all other cases, the Notes are equally and ratably secured,


 


except for:


 


(1)            Liens
existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;


 


(2)            Liens
securing the Company’s and its Restricted Subsidiaries’ Obligations under any hedge facility permitted under the Indenture
to be entered into by the Company and its Restricted Subsidiaries;


 


(3)            Liens
securing the Notes;


 


(4)            Liens
in favor of the Company or a Wholly Owned Restricted Subsidiary of the Company on assets of any Restricted Subsidiary of the Company;
and


 


(5)            Permitted
Liens.


 


(c)            With
respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness,
such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any
Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, whether payable in
cash or in kind, accretion or amortization of original issue discount, imputed interest, the payment of interest in the form of additional
Indebtedness with the same terms or the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same
class, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or
increases in the value of property securing Indebtedness.


 


Section 4.05.          Offer
to Repurchase Upon Change of Control Triggering Event.


 


(a)            Upon
the occurrence of a Change of Control Triggering Event, unless the Company or a third party has previously or concurrently delivered a
redemption notice with respect to all outstanding Notes as described under Section 3.02, the Company will be required to make an
offer to purchase each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”),
at a purchase price (the “Change of Control Payment”) equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase.


 






    	 	-19-	 



     


    

 


(b)            Within
30 days following the date upon which the Change of Control Triggering Event occurred, the Company must send (in the case of Notes represented
by Global Notes, in accordance with the Applicable Procedures), or cause the Trustee to send, a notice to each Holder, with a copy to
the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase
date, which must be no earlier than 15 days nor later than 60 days after the date such notice is delivered, other than as may be required
by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control
Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of
the Note completed and specifying the portion (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s
Notes that it agrees to sell to the Company pursuant to the Change of Control Offer, to the Paying Agent at the address specified in the
notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.


 


(c)            The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.05,
the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
the provisions of this Section 4.05 by virtue of such conflict.


 


(d)            On
the date of such Change of Control Payment, the Company will, to the extent lawful:


 


(1)            accept
for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(2)            deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;
and


 


(3)            deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased by the Company.


 


(e)            The
Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee
will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount
of $2,000 or an integral multiple of $1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon
as practicable after the date of such Change of Control Payment.


 


(f)            The
Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to
a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control
Offer. The Company (or a third party) may make a Change of Control Offer in advance of, and conditioned upon, any Change of Control Triggering
Event.


 


ARTICLE 5


MERGER, CONSOLIDATION, OR SALE OF ASSETS


 


The Notes shall not be subject to Section 5.01
of the Base Indenture. In lieu thereof, the Notes shall be subject to the following provisions of Section 5.01 of this Supplemental
Indenture:


 


Section 5.01.          Merger,
Consolidation, or Sale of Assets.


 


(a)            The
Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer,
lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for
the Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:


 






    	 	-20-	 



     


    

 


(1)            either:


 


(A)        the
Company shall be the surviving or continuing corporation; or


 


(B)         the
Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale,
assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted
Subsidiaries substantially as an entirety (the “Surviving Entity”):


 


(i)            shall
be an entity organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; provided
that in the case where the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation; and


 


(ii)            shall
expressly assume, by supplemental indenture (in form satisfactory to the Trustee), executed and delivered to the Trustee, the due and
punctual payment of the principal of, and premium, if any, interest on all of the Notes and the performance of every covenant of the Notes
and the Indenture on the part of the Company to be performed or observed;


 


(2)            immediately
before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a),
no Default or Event of Default shall have occurred or be continuing; and


 


(3)            the
Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture complies with the applicable provisions of the Indenture and
that all conditions precedent in the Indenture relating to such transaction have been satisfied.


 


(b)            For
purposes of the provisions of Section 5.01(a) hereof, the transfer (by lease, assignment, sale or otherwise, in a single transaction
or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company,
in a single or a series of related transactions, which properties and assets, if held by the Company instead of such Restricted Subsidiaries,
would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the Company.


 


(c)            Notwithstanding
clauses (1) and (2) of Section 5.01(a) hereof, but subject to the proviso in clause (1)(B)(i) of Section 5.01(a),
the Company may merge with (x) any of its Wholly Owned Restricted Subsidiaries or (y) an Affiliate that is a Person that has
no material assets or liabilities and which was organized solely for the purpose of reorganizing the Company in another jurisdiction.
For the avoidance of doubt, nothing in this Section 5.01 shall prevent the Company or a Restricted Subsidiary from consummating the
Company Conversion.


 


ARTICLE 6


 


EVENTS OF DEFAULT


 


The Notes shall not be subject to Section 6.01
of the Base Indenture. In lieu thereof, the Notes shall be subject to the following provisions of Section 6.01 of this Supplemental
Indenture:


 


Section 6.01.          Events
of Default. Any of the following events shall constitute an event of default (an “Event of Default”):


 


(a)            the
failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days;


 






    	 	-21-	 



     


    

 


(b)            the
failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including
the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer) on the date specified for such payment
in the applicable offer to purchase;


 


(c)            a
default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period
of 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee
or the Holders of at least 25% of the outstanding principal amount of the Notes (except (i) in the case of a default with respect
to Section 5.01, which will constitute an Event of Default with such notice requirement but without such passage of time requirement
and (ii) as otherwise provided in the penultimate paragraph of Section 4.03 of the Base Indenture);


 


(d)            the
failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount
of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any
such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted
Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount
of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each
case with respect to which the 30-day period described above has passed), equals $500.0 million or more at any time;


 


(e)            the
Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that,
taken together, would constitute a Material Subsidiary pursuant to or within the meaning of Bankruptcy Law:


 


		(1)	commences a voluntary case,



 


		(2)	consents to the entry of an order for relief against it in an
involuntary case,



 


		(3)	consents to the appointment of a custodian for it or for all or substantially all of its property,



 


		(4)	makes a general assignment for the benefit of its creditors,
or



 


		(5)	an admission by the Company in writing of its inability to pay its debts as they become due;



 


(f)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(1)          is
for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case;


 


(2)          appoints
a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company
or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Material Subsidiary; or


 






    	 	-22-	 



     


    

 


(3)            orders
the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Material Subsidiary; and the order or decree remains unstayed and in effect for
60 consecutive days.


 


Section 6.02.          Other
Amendments. The Notes shall be subject to Section 6.02 through Section 6.11 of the Base Indenture, except that the references
to “clause (d) or (e) of Section 6.01 hereof” in Section 6.02 of the Base Indenture shall be deemed references
to “clause (e) or (f) of Section 6.01 with respect to the Company” of this Supplemental Indenture.


 


ARTICLE 7


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 7.01.          Legal
Defeasance and Covenant Defeasance. The Notes shall be subject to Article 8 of the Base Indenture, except that:


 


(a)            Section 8.03
of the Base Indenture is amended by replacing the final sentence thereof with the following: “In addition, upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Section 6.01(c) and Section 6.01(f) hereof will not constitute Events of Default
with respect to the Notes”.


 


(b)            Section 8.04(a) of
the Base Indenture is amended by replacing such Section 8.04(a) with the following: “The Company must irrevocably deposit
with the Trustee (or with a custodian or account bank appointed on behalf of the Trustee), for the benefit of the Holders, cash in U.S.
Dollars, non-callable U.S. government obligations, rated AAA or better by S&P and Aaa by Moody’s, or a combination thereof,
in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal
of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case
may be.”


 


(c)            Section 8.04(e) of
the Base Indenture is amended by including “or any of its Restricted Subsidiaries” immediately following each of the last
two instances of “the Company” in such Section 8.04(e).


 


ARTICLE 8


SATISFACTION AND DISCHARGE


 


The Notes shall be subject to Article 10 of
the Base Indenture, except that:


 


(a) Paragraph (2) of clause (a) of
Section 10.01 of the Base Indenture is amended by replacing such paragraph (2) with the following: “all Notes not theretofore
delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year,
or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be
deposited with the Trustee (or with a custodian or account bank appointed on behalf of the Trustee) funds in an amount in cash in U.S.
dollars, non-callable U.S. government obligations rated AAA or better by S&P and Aaa by Moody’s, or a combination thereof, sufficient
to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions
from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be.”


 


ARTICLE 9


AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01.     Amendment,
Supplement and Waiver. The Notes shall be subject to Article 9 of the Base Indenture, except that:


 


(a)            Section 9.02(6) is
amended by replacing “; or” at the end of such clause (6) with“;”;


 






    	 	-23-	 



     


    

 


(b)            Section 9.02(7) is
amended by replacing the period at the end of such clause (7) with “;”; and


 


(c)            immediately
following Section 9.02(7), as amended above, the following clause shall be added: “(8) after the Company’s obligation
to purchase Notes arises under the Indenture or the Notes, amend, change or modify in any material respect the obligation of the Company
to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event or, after such Change of Control
Triggering Event has occurred, modify any of the provisions or definitions of the Indenture or the Notes with respect thereto.”


 


ARTICLE 10


MISCELLANEOUS


 


Section 10.01.          Sinking
Funds. The Notes shall not have the benefit of a sinking fund.


 


Section 10.02.         Supplemental
Indenture. The terms of this Supplemental Indenture may be modified as set forth in Article 9 of the Base Indenture as provided
in such Article 9 after giving effect to Article 9 of this Supplemental Indenture.


 


Section 10.03.         No
Guarantees. The Notes will not be guaranteed by any Subsidiary of the Company or entitled to any guarantee.


 


Section 10.04.         Confirmation
of Indenture. The Base Indenture, as supplemented and amended by this Supplemental Indenture and all other indentures supplemental
thereto, is in all respects ratified and confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental
thereto shall be read, taken and construed as one and the same instrument.


 


Section 10.05.         Counterpart;
Notices. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement. Counterparts may be delivered via facsimile and electronic mail (including any Electronic Signature)
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
This Supplemental Indenture shall be subject to Section 11.02 of the Base Indenture, except that, for purpose of this Supplemental
Indenture, all references in such Section 11.02 to electronic or e-mail transmission or delivery shall be deemed to include Electronic
Signatures. For purposes hereof, “Electronic Signatures” shall mean any digital signature provided by DocuSign (or
such other digital signature provider as specified in writing to the Trustee by an Officer of the Company). The Company agrees to assume
all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


Section 10.06.         Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Section 10.07.         Waiver
of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.


 


Section 10.08.         Trustee
Disclaimer. The Trustee shall have no responsibility for the validity or sufficiency of this Supplemental Indenture.


 


[the remainder of this page is intentionally
left blank]


 






    	 	-24-	 



     


    

 


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


 


	 	EQUINIX, INC.,
	 	as Issuer
	 	 
	 	By:	/s/Keith D. Taylor
	 	 	Name:	Keith D. Taylor
	 	 	Title:	Chief Financial Officer



 





[Equinix Twentieth Supplemental Indenture]





 






    	 	 	 



     


    

 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Lauren Costales
	 	 	Name:	Lauren Costales
	 	 	Title:	Assistant Vice President




 


[Equinix Twentieth Supplemental Indenture]


 






    	 	 	 



     


    

 


EXHIBIT A


 


FORM OF NOTE


 


3.900% Senior Notes due 2032


 


[Insert the Global Security Legend, if applicable,
pursuant to the provisions of the Indenture]


 



    	 	A-1	 



     


    




 


[Face of Note]


 


CUSIP 29444UBU9


 


3.900% Senior Notes due 2032


 


	No. ________	$__________


 


Equinix, Inc.


 


promises to pay to Cede & Co. or registered assigns,


 


the principal sum of ________________________ DOLLARS on April 15,
2032.


 


Interest Payment Dates: April 15 and October 15, commencing
October 15, 2022


 


Record Dates: April 1 and October 1


 


Dated: ______, 20__


 


	 	Equinix, Inc.
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


	U.S. Bank Trust Company, National Association, Trustee, certifies that this is one of the Notes referred to in the Supplemental Indenture.	 




 


	By:	               	 
	Authorized Signatory	 


 






    	 	A-2	 



     


    

 


[Back of Note]


 







3.900% Senior Notes due 2032


 


Capitalized terms used herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


(1) INTEREST. Equinix, Inc., a
Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 3.900% per annum
from April 5, 2022, until maturity. The Company will pay interest semi-annually in arrears on April 15 and October 15 of
each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).
Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between
a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided further that the first Interest Payment Date shall be October 15, 2022. The Company will pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from
time to time on demand at a rate that is equal to the interest rate then in effect to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable
grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed daily on the basis of a 360-day
year of twelve 30-day months.


 


(2) METHOD OF PAYMENT. The
Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of
business on the April 1 or October 1 next preceding the Interest Payment Date,
even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14
of the Base Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at
the office or agency of the Company maintained for such purpose within or without the United States, or, at the option of the Company,
payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium on, all
Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent.
Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts.


 


(3) PAYING AGENT AND REGISTRAR. Initially,
U.S. Bank Trust Company, National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in the capacity of Paying Agent or Registrar.


 


(4) INDENTURE. The Company issued the
Notes under an Indenture, dated as of December 12, 2017 (the “Base Indenture” and, as supplemented by the Supplemental
Indenture (as defined below), the “Indenture”), by and between the Company and the Trustee, as supplemented by that
certain Twentieth Supplemental Indenture, dated as of April 5, 2022, by and between the Company and the Trustee (the “Supplemental
Indenture”). The terms of this Note include those stated in the Indenture and those made part of the Indenture by reference
to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.
To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are unsecured obligations of the Company.


 


(5) OPTIONAL REDEMPTION.


 


(a) Prior to January 15, 2032 (the “Par
Call Date”), the Company may redeem at its election, at any time or from time to time, some or all of the Notes at a redemption
price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points less (b) interest accrued to the date of redemption (the “Redemption Date”), and (2) 100%
of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date.


 






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(b)            On
or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.


 


(c)            Any
redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Article 3 of the Supplemental Indenture.


 


(d)            Any
redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.


 


(6) NOTICE OF REDEMPTION. Notice of
redemption will be delivered at least 10 days but not more than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address and the Trustee, except that redemption notices with respect to any redemption pursuant to Section 3.02
of the Supplemental Indenture may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with
a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed
in part in connection with any redemption pursuant to Section 3.02, but only in whole multiples of $1,000 unless all of the Notes
held by a Holder are to be redeemed and provided that any unredeemed portion of a Note is equal to $2,000 or a multiple of $1,000
in excess thereof. Unless the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease
to accrue on the Notes or portions thereof called for redemption.


 


(7) REPURCHASE AT THE OPTION OF HOLDER.


 


(a) In the event that the Company or a Restricted
Subsidiary is required to commence an offer to all Holders to purchase Notes pursuant to Section 4.05 of the Supplemental Indenture,
it will comply with the terms set forth in the Supplemental Indenture, including Section 3.04 thereof.


 


(b) If a Change of Control Triggering Event
occurs, unless the Company or a third party has previously or concurrently delivered a redemption notice with respect to all outstanding
notes, as described under Section 3.02 of the Supplemental Indenture, the Company will be required to make an offer (a “Change
of Control Offer”) to each Holder to repurchase all or any part of such Holder’s Notes at a purchase price in cash equal
to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date
of repurchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.
Within 30 days following any Change of Control Triggering Event, the Company will deliver a notice to each Holder, with a copy to the
Trustee, setting forth the procedures governing the Change of Control Offer as required by the Indenture.


 


(8) DENOMINATIONS, TRANSFER, EXCHANGE.
The Notes are in registered form without coupons in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and
the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange
or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part that is equal to $2,000 or a multiple of $1,000 in excess thereof. Also, the Company need not issue, register the transfer
of or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date
and the next succeeding Interest Payment Date.


 


(9) PERSONS DEEMED OWNERS. The registered
Holder of a Note may be treated as its owner for all purposes.


 






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(10) AMENDMENT, SUPPLEMENT AND WAIVER.
Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least
a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any, issued under the Supplemental
Indenture) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer
for purchase of, the Notes), and any existing Default or Event or Default, other than a Default or Event of Default in the payment of
the principal of, premium, if any, or interest on the Notes (except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of the Indenture and the Notes may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes (including Additional Notes, if any, issued under the Supplemental Indenture) voting as
a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for purchase of,
the Notes). Without the consent of any Holder of Notes, the Indenture or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency; provide for the assumption by a Surviving Entity of the obligations of the Company under the Indenture; provide
for uncertificated Notes in addition to or in place of certificated Notes; secure the Notes, add to the covenants of the Company for the
benefit of the holders of the Notes or surrender any right or power conferred upon the Company; make any change that does not adversely
affect the rights of any holder of the Notes; comply with any requirement of the Commission in connection with the qualification of the
Indenture under the TIA; provide for the issuance of Additional Notes in accordance with the Supplemental Indenture; evidence and provide
for the acceptance of appointment by a successor Trustee; conform the text of the Indenture or the Notes to any provision of the “Description
of Notes” of the Prospectus to the extent that such provision in the “Description of Notes” of the Prospectus was intended
to be a recitation of a provision of the Indenture or the Notes; or make any amendment to the provisions of the Indenture relating to
the transfer and legending of the Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration
of the Notes; provided that (i) compliance with the Indenture as so amended would not result in the Notes being transferred
in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect
the rights of Holders to transfer the Notes.


 


(11) DEFAULTS AND REMEDIES. Events of Default
with respect to the Notes include: (i) failure by the Company to pay interest on any Notes when such interest becomes due and payable
and the default continues for a period of 30 days; (ii) failure by the Company to pay the principal on any Notes when such principal
becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered
pursuant to a Change of Control Offer); (iii) failure by the Company for 60 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the
other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental
Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as
otherwise provided in the penultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity
(giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company
or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration
is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any
such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness
in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which
the 30-day period described above has passed), equals $500.0 million or more at any time; (v) the Company or any of its Restricted
Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute
a Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order
for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all or substantially all of its
property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay
its debts as they become due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is
for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company
or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted
Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute
a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or
any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and the order or decree
remains unstayed and in effect for 60 consecutive days.


 






    	 	A-5	 



     


    

 


If any Event of Default with respect to outstanding
Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes
may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Company
and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be
immediately due and payable.


 


Notwithstanding the foregoing, in the case of an
Event of Default arising from the events of bankruptcy or insolvency specified in clauses (v) or (vi) in the second preceding
paragraph above occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding
Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except
as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any)
if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may, on behalf of the Holders, rescind an acceleration or waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any,
on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.


 


(12) TRUSTEE DEALINGS WITH THE COMPANY.
The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company
or any Affiliate of the Company with the same rights it would have if it were not Trustee.


 


(13) NO RECOURSE AGAINST OTHERS. No past,
present or future director, officer, employee, incorporator, agent, stockholder or Affiliate of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or under the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liabilities. The waiver and release
are part of the consideration for the issuance of the Notes.


 


(14) AUTHENTICATION. This Note will not
be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


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


 


(16) CUSIP NUMBERS.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may
be placed only on the other identification numbers placed thereon.


 


(17) GOVERNING LAW. THE INTERNAL LAW OF
THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 






    	 	A-6	 



     


    

 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may be made to:


 


	 	Equinix, Inc.
 One Lagoon Drive
 Redwood City, CA 94065
 United States of America
 Attention: Chief Financial Officer




 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)


 


 


(Insert assignee’s soc. sec. or tax I.D.
no.)


 


 


(Print or type assignee’s name, address and
zip code)


 


	and irrevocably appoint	 


 


to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


 


	Date:	 	 


 


	 	Your Signature:   	 
	 	 	(Sign exactly as your name appears
	 	 	on the face of this Note)


 


	Signature Guarantee*:	 	 


 


* PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTEE
MEDALLION PROGRAM

(OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE).


 






    	 	A-7	 



     


    

 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.05 (Change of Control Offer) of the Supplemental Indenture, check the box below:


 


 ̈
Section 4.05


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.05 of the Supplemental Indenture, state the amount you elect to have purchased:


 


$____________


 


	Date:	 	 


 


	 	Your Signature:	 
	 	 	(Sign exactly as your name appears
	 	 	on the face of this Note)


 


	 	Tax Identification No.:	 


 


	Signature Guarantee*:	 	 


 


* PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTEE
MEDALLION PROGRAM

(OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE).


 






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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note
for an interest in this Global Note, have been made:


 


	Date of Exchange	 	Amount of 

decrease

in Principal

Amount of this

Global Note	 	Amount of 

increase

in Principal

Amount of this

Global Note	 	Principal 

Amount of

this Global Note

following such

decrease

(or increase)	 	Signature of

authorized officer

of

Trustee or 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


		*	This schedule should be included only if the Note is issued
in global form.


 






    	 	A-9