Exhibit 4.2


 


Execution
Version


 


GXO LOGISTICS, INC.,

as the Company


 


and




 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 


 



 





1.650% Notes due 2026




 


and




 


2.650% Notes due 2031
 





 



 


First Supplemental Indenture




 


Dated as of July 2, 2021




 


to




 


Indenture dated as of July 2, 2021


 






     


     


    

 


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	 	 	8	 
	 	 	 	 	 	 	 
	Article 2	 
	Form of Notes	 
	 	 	 	 	 	 	 
	Section 2.01.	 	Form of Notes	 	 	8	 
	Section 2.02.	 	Special Transfer Provisions	 	 	10	 
	 	 	 	 	 	 	 
	Article 3
	The Notes	 
	 	 	 	 	 	 	 
	Section 3.01.	 	Amount; Series; Terms	 	 	17	 
	Section 3.02.	 	Denominations	 	 	18	 
	Section 3.03.	 	Book-entry Provisions for Global Securities	 	 	18	 
	Section 3.04.	 	Additional Notes	 	 	18	 
	 	 	 	 	 	 	 
	Article 4
	Redemption or Repurchase of Securities	 
	 	 	 	 	 	 	 
	Section 4.01.	 	Applicability of Base Indenture	 	 	18	 
	Section 4.02.	 	Optional Redemption	 	 	19	 
	Section 4.03.	 	Escrow of Proceeds; Special Mandatory Redemption	 	 	19	 
	Section 4.04.	 	Repurchase of Notes Upon a Change of Control	 	 	20	 
	 	 	 	 	 	 	 
	Article 5	 
	Covenants, Defaults and Remedies	 
	 	 	 	 	 	 	 
	Section 5.01.	 	Covenants	 	 	22	 
	Section 5.02.	 	Defaults and Remedies	 	 	22	 
	 	 	 	 	 	 	 
	Article 6	 
	Escrow Matters	 
	 	 	 	 	 	 	 
	Section 6.01.	 	Escrow Account	 	 	22	 
	Section 6.02.	 	Release of Escrowed Property	 	 	22	 
	Section 6.03.	 	Trustee Direction to Execute Escrow Agreement	 	 	22	 
	 	 	 	 	 	 	 
	Article 7	 
	Miscellaneous	 
	 	 	 	 	 	 	 
	Section 7.01.	 	Confirmation of Indenture	 	 	22	 



 






    	 	i	 



     


    

 


	Section 7.02.	 	Counterparts	 	 	23	 
	Section 7.03.	 	Governing Law	 	 	23	 
	Section 7.04.	 	Waiver of Jury Trial	 	 	23	 
	Section 7.05.	 	Jurisdiction	 	 	23	 
	Section 7.06.	 	Recitals by the Company	 	 	24	 
	 	 	 	 	 	 	 
	Exhibit A-1	 	Form of 2026 Note	 	 	 	 
	Exhibit A-2	 	Form of 2031 Note	 	 	 	 



 






    	 	ii	 



     


    

 


FIRST SUPPLEMENTAL INDENTURE, dated as of July 2,
2021 (“First Supplemental Indenture”), to the Indenture dated as of July 2, 2021 (as amended, modified or supplemented
from time to time in accordance therewith, other than with respect to a particular Series of debt securities that are not the Notes,
the “Base Indenture” and, as amended, modified and supplemented by this First Supplemental Indenture, the “Indenture”),
by and between GXO LOGISTICS, INC. (the “Company”), and WELLS FARGO 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:


 


WHEREAS, the Company has duly authorized the execution
and delivery of the Base Indenture to provide for the issuance from time to time of 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 First Supplemental Indenture
in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 1.650% Notes due 2026
(the “2026 Notes”) and a Series of Securities designated as its 2.650% Notes due 2031 (the “2031 Notes,”
and together with the 2026 Notes, the “Notes”), on the terms set forth herein;


 


WHEREAS, ‎Section 2.01
of the Base Indenture provides that a supplemental indenture may be entered into by the parties for such purpose without the consent of
any Holders; and


 


WHEREAS, all things necessary to make this First
Supplemental Indenture a valid and binding 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 First Supplemental Indenture refer to this
First Supplemental Indenture as a whole and not to any particular section hereof.


 


As used herein, the following terms have the specified
meanings:


 


“2026 Notes” has the meaning
specified in the recitals of this First Supplemental Indenture.


 






    


     


    

 


“2031 Notes” has the meaning
specified in the recitals of this First Supplemental Indenture.


 


“Additional Notes” has the meaning
specified in ‎Section 3.04 of this First Supplemental Indenture.


 


“Applicable Procedures” means,
with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of DTC,
and its direct and indirect participants, including, if applicable those of Euroclear and Clearstream, in each case in effect from time
to time.


 


“Base Indenture” has the meaning
specified in the recitals of this First Supplemental Indenture.


 


“Change of Control” means the
occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets
and the assets of its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) other than the Company or one or more of its Subsidiaries; or (2) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), including any
group defined as a person for the purpose of Section 13(d)(3) of the Exchange Act, other than the Company or its Subsidiaries,
becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s
Voting Stock; provided, however, that a person shall not be deemed the beneficial owner of, or to own beneficially, (A) any
securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person’s Affiliates
until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership
(i) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the
applicable rules and regulations under the Exchange Act, and (ii) is not also then reportable on Schedule 13D (or any successor
schedule) under the Exchange Act. Notwithstanding the foregoing, (1) in no event will (i) the distribution or (ii) provided
the Company is a direct or indirect wholly owned subsidiary of XPO Logistics, Inc. immediately after giving effect thereto, any transaction
undertaken prior to the distribution in connection with the separation and distribution be considered to be a Change of Control and (2) a
transaction will not be considered to be a Change of Control if (A) the Company becomes a direct or indirect wholly owned subsidiary
of another Person and (B) either (i) the shares of the Company’s Voting Stock outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting Stock of such Person immediately after giving effect to such
transaction or (ii) immediately following such transaction, no person (other than a person satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such Person.


 


“Change of Control Offer” has
the meaning set forth in Section 4.04(a).


 






    	 	 2	 



     


    

 


“Change of Control Payment Date”
has the meaning set forth in Section 4.04(a).


 


“Change of Control Repurchase Event”
means the occurrence of both a Change of Control and a Rating Event.


 


“Clearstream” means Clearstream
Banking, S.A., or the successor to its securities clearance and settlement operations.


 


“Company” means the party named
as such in this First Supplemental Indenture until a successor replaces it pursuant to the Indenture and thereafter means the successor.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having an actual maturity most nearly comparable
to the remaining term of the Notes to be redeemed pursuant to ‎Section 4.02
(assuming, for this purpose, that the Notes to be redeemed matured on the applicable Par Call Date).


 


“Comparable Treasury Price”
means, with respect to any Redemption Date pursuant to ‎Section 4.02
hereof, (1) the arithmetic average of the applicable Reference Treasury Dealer Quotations for such Redemption Date after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four applicable Reference Treasury
Dealer Quotations, the arithmetic average of all applicable Reference Treasury Dealer Quotations for such Redemption Date.


 


“Corporate Trust Office” means
the designated office of the Trustee at which at any time its corporate trust business relating to this First Supplemental Indenture shall
be administered, which office at the date hereof is located at CTSO Mail Operations, 600 South 4th Street, 7th Floor, Minneapolis, MN
55415, Attention: Theresa M. Jacobson, or such other address as the Trustee may designate from time to time by notice to the Holders and
the Company, or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate
from time to time by notice to the Holders and the Company).


 


“Definitive Note” means a certificated
Note containing, if required, the appropriate Restricted Notes Legend set forth in Section 2.02(e)(ii).


 


“Depositary” means DTC or any
successor designated by the Company pursuant to the Indenture.


 


“distribution” means the pro
rata distribution of all of the Company’s issued and outstanding shares of common stock by XPO Logistics, Inc. to the stockholders
of XPO Logistics, Inc. as of the close of business on the record date of such distribution, as determined by the board of directors
of XPO Logistics, Inc.


 


“Escrow Account” means “Escrow
Accounts,” as defined in the Escrow Agreement.


 






    	 	 3	 



     


    

 


“Escrow Agent” means Wells Fargo
Bank, National Association, in its capacity as Escrow Agent under the Escrow Agreement.


 


“Escrow Agreement” means the
Escrow Agreement entered into by and among the Company, the Escrow Agent and the Trustee concurrently with the closing of the offering
of the Notes on the Issue Date.


 


“Escrow Certificate” has the
meaning assigned to such term in the Escrow Agreement.


 


“Escrowed Property” has the
meaning assigned to such term in the Escrow Agreement.


 


“Euroclear” means Euroclear
S.A./N.V., a company organized under the laws of Belgium, as operator of the Euroclear System, or its successor in such capacity.


 


“Exchange Act” means the U.S.
Securities Exchange Act of 1934.


 


“Exchange Notes” has the meaning
specified in the Registration Rights Agreement.


 


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


 


“Fitch” means Fitch Ratings, Inc.
and its subsidiaries, or any successor thereto.


 


“Global Note” has the meaning
set forth in Section 2.01(b)(ii).


 


“Global Notes Legend” means
the legend set forth in Section 2.02(e)(i).


 


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


 


“Independent Investment Banker”
means Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. or Goldman Sachs & Co. LLC
and any of their respective successors or their respective Affiliates as the Company may appoint from time to time; provided, however,
that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company may substitute another Primary Treasury Dealer.


 


“Initial 2026 Notes” has the
meaning set forth in ‎Section 3.01(b).


 


“Initial 2031 Notes” has the
meaning set forth in ‎Section 3.01(b).


 


“Initial Notes” has the meaning
set forth in ‎Section 3.01(b).


 


“Interest Payment Date,” when
used with respect to any Note, means the Stated Maturity of an installment of interest on such Note.


 






    	 	 4	 



     


    

 


“Investment Grade Rating” means
a rating of BBB- or better by Fitch (or its equivalent under any successor Rating Categories of Fitch); a rating of BBB- or better by
S&P (or its equivalent under any successor Rating Categories of S&P); and the equivalent investment grade credit rating from any
additional Rating Agency or Rating Agencies selected by the Company.


 


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


 


“Notes Custodian” means the
custodian with respect to a Global Note (as appointed by DTC), or any successor Person thereto and will initially be the Trustee.


 


“Par Call Date” means (i) with
respect to the 2026 Notes, June 15, 2026 (the date that is one month prior to the Stated Maturity of the principal of the 2026 Notes)
and (ii) with respect to the 2031 Notes, April 15, 2031 (the date that is three months prior to the Stated Maturity of the principal
of the 2031 Notes).


 


“Primary Treasury Dealer” means
a primary U.S. Government securities dealer in the United States of America.


 


“principal” of a Note means
the principal amount of the Note.


 


“Purchase Agreement” means the
Purchase Agreement, dated as of July 17, 2021, among the Company and the Representatives.


 


“Qualified Institutional Buyer”
or “QIB” has the meaning specified in Rule 144A promulgated under the Securities Act.


 


“Rating Agency” means (1) each
of Fitch and S&P, so long as such entity makes a rating of the Notes publicly available; and (2) if either of Fitch or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution
of the Board of Directors) as a replacement agency for Fitch or S&P, or both, as the case may be.


 


“Rating Category” means (i) with
respect to S&P or Fitch, any of the following categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and (ii) the
equivalent of any such category of Fitch or S&P used by another Rating Agency. In determining whether the rating of the Notes has
decreased by one or more gradations, gradations within rating categories (+ and − for S&P and Fitch; or the equivalent gradations
for another Rating Agency) shall be taken into account (e.g., with respect to S&P and Fitch, a decline in a rating from BB+
to BB, as well as from BB− to B+, will constitute a decrease of one gradation).


 


“Rating Event” means, with respect
to a Series of Notes, the rating on such Series of Notes is lowered by both Rating Agencies and such Notes are rated below an
Investment Grade Rating by both Rating Agencies, in any case on any day during the period (which period will be extended so long as the
rating of such Series of Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies)
commencing upon the first public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of
Control and ending 60 days following the consummation of the Change of Control; provided, however, a Rating Event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control
(and thus shall not be deemed a Rating Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise
apply do not announce or publicly confirm or inform the Company in writing at the Company’s request that the reduction was the result,
in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control shall have occurred at the time of the reduction).


 






    	 	 5	 



     


    

 


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


 


“Reference Treasury Dealer”
means each of Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and a primary U.S. government securities
dealer selected by Credit Agricole Securities (USA) Inc., and any of their respective successors or Affiliates as the Company may appoint
from time to time (provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company may substitute
therefor another Primary Treasury Dealer) and any other Primary Treasury Dealers selected by the Company, and any of their respective
Affiliates or successors as the Company may appoint from time to time.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Company, of
the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 


“Registered Exchange Offer”
means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver
to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities
Act.


 


“Registration Rights Agreement”
means the Registration Rights Agreement, dated as of July 2, 2021, among the Company and the Representatives, as in effect from time
to time.


 


“Regular Record Date,” for the
interest payable on any Interest Payment Date on the Notes of any Series, means the date specified for that purpose herein.


 


“Regulation S” means Regulation
S promulgated under the Securities Act.


 


“Regulation S Global Note” has
the meaning set forth in Section 2.01(b).


 






    	 	 6	 



     


    

 


“Remaining Scheduled Payments”
means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would
be due after the related Redemption Date if such note matured on the applicable Par Call Date but for such redemption; provided,
however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next scheduled
interest payment thereon will be reduced by the amount of interest accrued thereon to, but excluding, such Redemption Date.


 


“Representatives” means Barclays
Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. and Goldman Sachs & Co. LLC, as representatives
of the initial purchasers named in Schedule A to the Purchase Agreement.


 


“Restricted Notes Legend” means
the legend set forth in Section 2.02(e)(ii).


 


“Restricted Period” means with
respect to any Notes the period that is 40 days after the later of (i) the original Issue Date of the Notes and (ii) the date
when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation
S) in reliance on Regulation S.


 


“Rule 144” means Rule 144
promulgated under the Securities Act.


 


“Rule 144A” means Rule 144A
promulgated under the Securities Act.


 


“Rule 144A Global Note”
has the meaning set forth in Section 2.01(b).


 


“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw- Hill Companies, Inc., or any successor thereto.


 


“separation” means the separation
of XPO Logistics, Inc.’s Logistics reporting segment from XPO Logistics, Inc.’s other businesses and the creation,
as a result of the distribution, of the Company as an independent, publicly traded company holding the assets and liabilities associated
with such Logistics business.


 


“Special Mandatory Redemption”
has the meaning set forth in Section 4.03(a).


 


“Special Mandatory Redemption Date”
has the meaning set forth in Section 4.03(b).


 


“Special Mandatory Redemption Event”
has the meaning set forth in Section 4.03(a).


 


“Special Mandatory Redemption Notice Date”
has the meaning set forth in Section 4.03(b).


 


“Special Mandatory Redemption Price”
has the meaning set forth in Section 4.03(a).


 






    	 	 7	 



     


    

 


“Stated Maturity” means, when
used with respect to any Note or any installment of principal thereof or interest thereon, the date specified in such Note as the fixed
date on which the principal of such Note or such installment of principal or interest is due and payable.


 


“Transfer Restricted Note” means
any Note that contains or is required to contain a Restricted Notes Legend.


 


“Treasury Rate” means, with
respect to any Redemption Date pursuant to ‎Section 4.02 hereof,
the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding
that Redemption Date) of the applicable Comparable Treasury Issue. In determining this rate, the Company will assume a price for the applicable
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such
Redemption Date.


 


All references to “interest” on the
Notes will be deemed to include any additional interest thereof pursuant to the Registration Rights Agreement.


 


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


 


Article 2

Form of Notes


 


Section 2.01.     Form of
Notes.


 


(a)            The
2026 Notes shall be substantially in the form of Exhibit A-1 and the 2031 Notes shall be substantially in the form of Exhibit A-2
hereto, which are hereby incorporated in and expressly made a part of the Indenture (other than, with respect to (x) any Additional
Notes of any Series of the Notes, changes contemplated by Section 3.04 and (y) any Exchange Notes of any Series of
the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for notes registered pursuant
to the Securities Act). The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company
is subject. Each Note shall be dated the date of its authentication.


 


(b)


 


(i)            The
Initial Notes shall be offered and sold by the Company pursuant to the Purchase Agreement. The Notes shall be resold initially only (A) to
persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act or (B) outside the United States, to
persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in reliance on Regulation S. Notes
may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and
otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially
issued in the form of one or more permanent global securities in fully registered form (collectively, the “Rule 144A Global
Note”) and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more permanent global
securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons
and with the Global Notes Legend and the applicable Restricted Notes Legend set forth in Section 2.02(e) hereof. Such global
securities shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in
the name of DTC or a nominee of DTC, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.


 






    	 	 8	 



     


    

 


(ii)            The
Rule 144A Global Note and the Regulation S Global Note are collectively referred to herein as “Global Notes.”
The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records
of the Trustee and DTC or its nominee as hereinafter provided.


 


(c)            This
Section 2.01(c) shall apply only to a Global Note deposited with or on behalf of DTC.


 


(i)            The
Company shall execute and the Trustee shall, in accordance with this Section 2.01(c), authenticate and deliver initially one or more
Global Notes that (A) shall be registered in the name of DTC or its nominee and (B) shall be delivered by the Trustee to DTC
or pursuant to DTC’s instructions or held by the Trustee as Notes Custodian for DTC.


 


(ii)            Members
of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global
Note held on their behalf by DTC (or by the Trustee as the Notes Custodian for DTC) or under such Global Note, and the Company, the Trustee
and any agent of the Company or the Trustee shall be entitled to treat DTC as the absolute owner of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent
Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any
Global Note.


 


(d)            Except
as provided in Section 2.15 of the Base Indenture, owners of beneficial interests in Global Notes shall not be entitled to receive
physical delivery of Definitive Notes.


 


(e)            The
Notes may be presented for registration of transfer and exchange at the offices of the Registrar.


 






    	 	 9	 



     


    

 


Section 2.02.     Special
Transfer Provisions.


 


(a)            Transfer
and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:


 


(i)            to
register the transfer of such Definitive Notes; or


 


(ii)            to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the Registrar shall register the transfer or make the exchange as requested
if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or
exchange:


 


(A)            shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or its attorney duly authorized in writing; and


 


(B)            are
accompanied by the following additional information and documents, as applicable: (x) if such Definitive Notes are being delivered
to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect;
or (y) if such Definitive Notes are being transferred to the Company, a certification to that effect (in each case in the form set
forth on the reverse side of the Initial Note); or


 


(C)            if
such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities
Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect
(in the form set forth on the reverse side of the Initial Note) and (ii) if the Company or Registrar so requests, an opinion of counsel
or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.02(e)(ii).


 


(b)            Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive
Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
together with:


 


(i)            certification
(in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A) to
a person reasonably believed to be QIB in accordance with Rule 144A or (B) to a non-U.S. Person outside the United States in
an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities
Act; and


 






    	 	 10	 



     


    

 


(ii)            written
instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect
to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the DTC account to be credited with such increase,


 


then the Trustee shall cancel such Definitive Note and cause, or direct
the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between DTC and the Notes Custodian,
the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive
Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Global Note equal to the principal amount of the Definitive Note so canceled.  If no Global Notes are then outstanding
and the Global Note has not been previously exchanged for Definitive Notes pursuant to this Indenture, the Company shall issue and the
Trustee shall authenticate, upon receipt of an order from the Company, a new Global Note in the appropriate principal amount.


 


(c)            Transfer
and Exchange of Global Notes.


 


(i)            The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through DTC, in accordance with this First Supplemental
Indenture (including applicable restrictions on transfer set forth herein, if any) and the Applicable Procedures therefor.  A transferor
of a beneficial interest in a Global Note shall deliver a written or electronic order given in accordance with the Applicable Procedures
containing information regarding the participant account of DTC to be credited with a beneficial interest in such Global Note or another
Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note
and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being
transferred.


 


(ii)            Transfers
by an owner of a beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation
S Global Note of the same Series, whether before or after the expiration of the Restricted Period, shall be made in accordance with the
Applicable Procedures and only upon receipt by the Trustee of a written certification (in the form set forth on the reverse side of the
Initial Note) from the transferor to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of
Regulation S or (if available) Rule 144 under the Securities Act and, if such transfer is being made prior to the expiration of the
Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear, Clearstream or their respective participants.


 






    	 	 11	 



     


    

 





(iii)           Beneficial
interests in a Regulation S Global Note may be exchanged for interests in a Rule 144A Global Note of the same Series in accordance
with the Applicable Procedures and if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A
and (2) the transferor of the beneficial interest in the Regulation S Global Note first delivers to the Trustee a written certificate
(in the form set forth on the reverse side of the Initial Note) to the effect that the beneficial interest in the Regulation S Global
Note, is being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account
or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


(iv)          If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar
shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books
and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.


 


(v)           Notwithstanding
any other provisions of this First Supplemental Indenture (other than the provisions set forth in Section 2.15 of the Base Indenture),
a Global Note may not be transferred as a whole except by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC or by DTC or any such nominee to a successor to DTC or a nominee of such successor to DTC.


 


(vi)          In
the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.15 of the Base Indenture prior to the consummation
of the Registered Exchange Offer or the effectiveness of a Shelf Registration Statement (as defined in the Registration Rights Agreement)
with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with
the provisions of this Section 2.02 (including the certification requirements set forth on the reverse of the Initial Notes intended
to ensure that such transfers comply with Rule 144, Rule 144A, Regulation S or such other applicable exemption from registration
under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.


 






    	 	 12	 



     


    

 


(d)           Restrictions
on Transfer of Regulation S Global Notes.


 


(i)             Prior
to the expiration of the Restricted Period, interests in a Regulation S Global Note may be held through Euroclear, Clearstream or through
organizations that are participants in Euroclear or Clearsteam.  During the Restricted Period, beneficial ownership interests in
a Regulation S Global Note may only be sold, pledged or transferred through Euroclear, Clearstream or their respective participants in
accordance with the Applicable Procedures and only (a) to the Company or any Subsidiary thereof, (b) pursuant to a registration
statement that has been declared effective under the Securities Act, (c) for so long as such security is eligible for resale pursuant
to Rule 144A, to a Person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account
of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales to non-U.S. Persons that occur outside the United States (within the meaning of Regulation S under the Securities Act),
or (e) pursuant to another available exemption from the registration requirements of the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United States, subject to the Company’s and the Trustee’s right prior
to any such offer, sale or transfer pursuant to clause ‎(d) or
‎(e) to require the delivery of an opinion of
counsel, certification and/or other information satisfactory to each of them.  Prior to the expiration of the Restricted Period,
transfers by an owner of a beneficial interest in a Regulation S Global Note to a transferee who takes delivery of such interest through
a Rule 144A Global Note shall be made only in accordance with the Applicable Procedures, pursuant to Rule 144 or 144A of the
Securities Act and upon receipt by the Trustee of a written certification (in the form on the reverse side of the Initial Note).


 


(ii)            Upon
the expiration of the Restricted Period, beneficial ownership interests in a Regulation S Global Note shall be transferable in accordance
with applicable law and the other terms of the Indenture.


 


(e)            Legend.


 


(i)     Each
Note certificate evidencing the Global Notes (and all Notes that are Global Notes issued in exchange therefor or in substitution thereof)
will contain a legend substantially to the following effect (each defined term in the legend being defined as such for purposes of the
legend only):


 


“THIS GLOBAL SECURITY IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL
INTERESTS HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES, EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.06 OF THE BASE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED AS A WHOLE, BUT NOT IN PART, TO
THE DEPOSITARY, ITS SUCCESSORS OR THEIR RESPECTIVE NOMINEES.


 






    	 	 13	 



     


    

 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(ii)            Except
as permitted by the following paragraphs (iii), ‎(iv),
‎(v) or ‎(vi),
each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution
thereof) will contain a legend substantially to the following effect (each defined term in the legend being defined as such for purposes
of the legend only):


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER REPRESENTS THAT


 


(1) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING
IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


 


(2) IT IS NOT A “U.S. PERSON”
AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT).


 


NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE THAT IS (A) IN THE CASE OF RULE 144A GLOBAL NOTES, ONE YEAR, OR (B) IN THE CASE OF REGULATION
S GLOBAL NOTES, 40 DAYS, IN EACH CASE AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.”


 






    	 	 14	 



     


    

 


Each Note evidencing a Global Note offered and
sold to a QIB pursuant to Rule 144A will contain a legend substantially to the following effect:


 


“EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.”


 


(iii)           Upon
any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange
such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange was
made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note).


 


(iv)          After
a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement (as defined in the Registration
Rights Agreement) with respect to such Initial Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend
on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to
apply.


 


(v)           Upon
the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are
offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued
in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend will be deposited with
the Notes Custodian and the Initial Notes cancelled.


 


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


 






    	 	 15	 



     


    

 


(f)            Cancellation
or Adjustment of Global Note.  At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by DTC to the Trustee for cancellation or retained
and canceled by the Trustee.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount
of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if
it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect
such reduction.


 


(g)           Prior
to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent and the Registrar may deem
and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the
Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


(h)           All
Notes issued upon any transfer or exchange pursuant to the terms of this First Supplemental Indenture shall evidence the same debt and
shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.


 


(i)            Any
Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by ‎Section 2.02(e) hereof,
contain the applicable Restricted Notes Legend set forth in ‎Section 2.02(e)(ii) hereof.


 


(j)             By
its acceptance of any Note containing any legend in ‎Section 2.02(e),
each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in such legend in ‎Section 2.02(e) and
agrees that it shall transfer such Note only as provided in this Indenture.


 






    	 	 16	 



     


    

 


Article 3

The Notes


 


Section 3.01.          Amount;
Series; Terms.


 


(a)            There
is hereby created and designated two Series of Securities under the Base Indenture: the title of the 2026 Notes shall be “1.650%
Notes due 2026” and the title of the 2031 Notes shall be “2.650% Notes due 2031.” The changes, modifications and supplements
to the Base Indenture effected by this First 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 Securities that may be issued under the Base Indenture unless a supplemental
indenture or Authorizing Resolution with respect to such other Series of Securities or Officer’s Certificate establishing
such Series of Securities specifically incorporates such changes, modifications and supplements.


 


(b)           The
aggregate principal amount of 2026 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the
 “Initial 2026 Notes”) shall be limited to $400,000,000, and the aggregate principal amount of 2031 Notes that initially
may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 Notes,” and together
with the Initial 2026 Notes, the “Initial Notes”) shall be limited to $400,000,000, subject, in each case, to increase
as set forth in ‎Section 3.04.


 


(c)            The
Stated Maturity of the 2026 Notes, on which principal thereof is due and payable, shall be July 15, 2026 and the Stated Maturity
of the 2031 Notes, on which principal thereof is due and payable, shall be July 15, 2031. The Notes shall be payable and may be
presented for payment, purchase, redemption, registration of transfer and exchange at the office of the Company maintained for such purpose,
which shall initially be the Corporate Trust Office of the Trustee.


 


(d)           The
2026 Notes shall accrue interest at the rate of 1.650% per year and the 2031 Notes shall accrue interest at the rate of 2.650% per year,
in each case beginning on July 2, 2021 or from the most recent date to which interest has been paid or duly provided for, as further
provided in the forms of Notes annexed hereto as Exhibit A-1 or Exhibit A-2. Interest on the Notes shall be computed on the
basis of a 360-day year comprised of twelve 30-day months. The Interest Payment Dates for the Notes shall be January 15 and July 15
of each year, beginning on January 15, 2022, and the Regular Record Date for any interest payable on each such Interest Payment
Date shall be the immediately preceding December 31 and June 30, respectively; provided that upon the Stated Maturity
of the principal of the Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been
paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date, Stated Maturity
or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest
will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that
payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date
of that payment on the next succeeding Business Day.


 






    	 	 17	 



     


    

 


(e)            The
Notes of each Series will be initially issued in the form of one or more Global Notes, deposited with the Trustee, as Notes Custodian,
or its nominee, duly executed by the Company and authenticated by the Trustee as provided in the Base Indenture.


 


(f)            Payment
of principal of and premium, if any, and interest on a Global Note registered in the name of or held by the Depositary or its nominee
will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Note.
If the Notes are no longer represented by a Global Note, payment of interest on certificated Notes in definitive form may, at the Company’s
option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of
any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the
payee.


 


Section 3.02.          Denominations.
The Notes of each Series shall be issuable only in registered form in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.


 


Section 3.03.          Book-entry
Provisions for Global Securities. Except for the circumstances described in Article 2 of the Base Indenture, no Global Note
may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Note or a nominee thereof.


 


Section 3.04.          Additional
Notes. The Company may, without notice to or the consent of the Holders of the Notes, create and issue pursuant to the Indenture
additional Notes of a Series (“Additional Notes”) having the same terms as, and ranking equally and ratably with,
the applicable Series of Notes in all respects, except for the issue date, the public offering price and, if applicable, the payment
of interest accruing prior to the issue date of such Additional Notes and the first payment of interest following the issue date of such
Additional Notes; provided that if such Additional Notes are not fungible with the applicable Series of Notes for U.S. federal
income tax purposes, such Additional Notes will have a separate CUSIP number. Such Additional Notes may be consolidated and form a single
Series with, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise as, the applicable Series of
Notes (including any Exchange Notes issued with respect to such Series in accordance with the Registration Rights Agreement), and
will vote together as one class on all matters with respect to such Series of Notes.


 


Article 4

Redemption or Repurchase of Securities


 


Section 4.01.          Applicability
of Base Indenture. Subject to Section 1.02 hereof, the provisions of Article 3 of the Base Indenture, as supplemented by
the provisions of this First Supplemental Indenture, shall apply to redemptions of the Notes pursuant to ‎Section 4.02
hereof.


 






    	 	 18	 



     


    

 


Section 4.02.          Optional
Redemption.


 


(a)            The
Company may redeem the 2026 Notes and the 2031 Notes at its option, either in whole or in part, at any time or from time to time prior
to the applicable Par Call Date, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and
unpaid interest thereon to, but excluding, the Redemption Date:


 


(i)            100%
of the aggregate principal amount of the Notes to be redeemed; or


 


(ii)            the
sum of the present values of the Remaining Scheduled Payments, discounted by the Company to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 15 basis points for
the 2026 Notes and 20 basis points for the 2031 Notes.


 


(b)           The
Company may redeem the 2026 Notes and the 2031 Notes at its option, either in whole or in part, at any time or from time to time on or
after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus, in
each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.


 


(c)           Unless
the Company defaults in the 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.


 


Section 4.03.          Escrow
of Proceeds; Special Mandatory Redemption.


 


(a)            In
the event that (x) the Company has not delivered an Escrow Certificate to the Escrow Agent and the Trustee prior to 11:59 p.m. (New
York City time) on or prior to April 2, 2022 (the date that is nine months after the Issue Date), (y) the Escrowed Property
is released to the Company or to such other person as the Company directs but the distribution is not consummated at or prior to 11:59
p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the
Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the distribution (the earliest such event
described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”), the Company will be required
to redeem the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal
to 101% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Special
Mandatory Redemption Date (the “Special Mandatory Redemption Price”).


 






    	 	 19	 



     


    

 


(b)            In
the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly,
and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Escrow Agent and the Trustee
notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special
Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,”
which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a
notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by
the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if
such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures,
such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such
notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the
Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without
the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release
the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit with
the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property,
to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed
Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults
in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue
on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining
after the Notes are redeemed.


 


(c)           Notwithstanding
the foregoing, installments of interest on any Series of Notes that are due and payable on Interest Payment Dates falling on or
prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close
of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture.


 


(d)           The
Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the Special
Mandatory Redemption pursuant to Section 4.03 hereof, if applicable.


 


Section 4.04.           Repurchase
of Notes Upon a Change of Control.


 


(a)            If
a Change of Control Repurchase Event occurs with respect to a Series of Notes, unless the Company has exercised its right to redeem
such Notes as described in ‎Section 4.02 of this First
Supplemental Indenture, the Company is required to make an offer (the “Change of Control Offer”) to each Holder of
the Notes of such Series to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s
Notes of such Series, at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any
accrued and unpaid interest on the Notes repurchased to, but excluding, the date of repurchase. Within 30 days following any Change of
Control Repurchase Event with respect to the Notes or, at the option of the Company, prior to any Change of Control, but after the public
announcement of the transaction that constitutes or may constitute a Change of Control, the Company will electronically deliver or mail
a notice to each Holder of the applicable Series of Notes, with a copy to the Trustee, describing the transaction or transactions
that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified
in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered
or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to
the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase
Event occurring on or prior to the Change of Control Payment Date.


 






    	 	 20	 



     


    

 


(b)           On
the Change of Control Payment Date, the Company will, to the extent lawful:


 


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


 


(ii)           deposit
with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered;
and


 


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


 


(c)            The
Paying Agent will promptly deliver to each Holder of Notes properly tendered 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 any Notes surrendered.


 


(d)           The
Company is not required to make an offer to repurchase Notes in connection with a Change of Control Repurchase Event if a third party
makes such an offer in the manner and at the times and otherwise in compliance with the requirements hereunder for such an offer made
by the Company, and such third party purchases all Notes validly tendered and not withdrawn under its offer.


 


(e)            If
Holders of not less than 90% in aggregate principal amount of the applicable outstanding Series of Notes validly tender and do not
withdraw such Notes in an offer to repurchase the Notes in connection with a Change of Control Repurchase Event and the Company purchases
all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less
than 10 nor more than 60 days’ prior written notice to the Holders of Notes of such Series and the Trustee, given not more
than 30 days following the Change of Control Payment Date, to redeem all Notes of such Series that remain outstanding following
such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding,
the Redemption Date.


 


(f)            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
Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase
Event provisions of the Indenture or the Notes, the Company will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this ‎Section 4.04
or the Notes by virtue of compliance with such securities laws and regulations.


 






    	 	 21	 



     


    

 


(g)           Notwithstanding
anything to the contrary in the Indenture or otherwise, for the avoidance of doubt, the Company’s obligation to repurchase Notes
upon a Change of Control Repurchase Event may be waived by the Holders of not less than a majority in aggregate principal amount of the
outstanding Notes of the applicable Series affected by such waiver.


 


Article 5

Covenants, Defaults and Remedies


 


Section 5.01.          Covenants.
Article 4 and Article 5 of the Base Indenture shall apply to the Notes.


 


Section 5.02.          Defaults
and Remedies. Article 6 of the Base Indenture shall apply to the Notes.


 


Article 6

Escrow Matters


 


Section 6.01.          Escrow
Account. The Company shall, pursuant to the terms of the Escrow Agreement, deposit (or cause to be deposited) into the Escrow Account
the net proceeds of the offering of the Initial Notes.


 


Section 6.02.          Release
of Escrowed Property. The Escrow Agreement provides that subject to the terms and conditions set forth therein, the Escrow Agent
will liquidate all Escrowed Property then held by it and cause the release of the proceeds of such liquidated Escrowed Property to the
Company or to such other Person as the Company directs in accordance with the terms of the Escrow Agreement.


 


Section 6.03.          Trustee
Direction to Execute Escrow Agreement. The Trustee is hereby authorized and directed to execute and deliver the Escrow Agreement.


 


Article 7

Miscellaneous


 


Section 7.01.          Confirmation
of Indenture. The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and
confirmed, and the Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument.


 






    	 	 22	 



     


    

 


Section 7.02.          Counterparts.
The parties hereto may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or other electronic transmission
shall be deemed to be their original signatures for all purposes. This First Supplemental Indenture shall be valid, binding, and enforceable
against a party (subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium
and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and to general principles of equity
(including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity)
only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted
by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act,
and/or any other relevant electronic signatures law, including relevant provisions of the NYUCC (collectively, “Signature Law”);
(ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or
faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence
as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect
to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate,
confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for
execution or indorsement of writings when required under the NYUCC or other Signature Law due to the character or intended character
of the writings.


 


Section 7.03.          Governing
Law. This First Supplemental Indenture and the Notes of each Series shall be governed by and construed in accordance with the
laws of the State of New York.


 


Section 7.04.          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 FIRST SUPPLEMENTAL INDENTURE, THE NOTES
OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 7.05.          Jurisdiction.
The Company and the Trustee, and each Holder of a Note by its acceptance thereof, hereby (i) irrevocably submit to the non-exclusive
jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York, over any suit, action or proceeding
arising out of or relating to the First Supplemental Indenture and (ii) to the fullest extent permitted by applicable law, irrevocably
waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any
such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.


 






    	 	 23	 



     


    

 


Section 7.06.          Recitals
by the Company. The recitals in this First Supplemental Indenture are made by the Company only and not by the Trustee, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First
Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or
the proceeds thereof. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers
and duties of the Trustee shall be applicable in respect of the Notes and of this First Supplemental Indenture as fully and with like
effect as if set forth herein in full.


 


[the remainder of this page intentionally
left blank]


 






    	 	 24	 



     


    

 


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


 


	 	GXO LOGISTICS, INC., as Company
	 	 
	 	By:	 /s/ Baris Oran
	 	  	Name: Baris Oran
	 	  	Title: Chief Financial Officer


 


[Signature Page -
GXO Logistics First Supplement Indenture]


 






    


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

 as Trustee
	 	 
	 	By:  	/s/ Joel Odenbrett
	 	  	Name: Joel Odenbrett
	 	  	Title: AVP


 


[Signature Page -
GXO Logistics First Supplement Indenture]


 






     

     


    









 


EXHIBIT A-1


 


[FORM OF 2026 NOTE]


 


[Global Notes Legend]


 


THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS
HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES, EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
TO SECTION 2.06 OF THE BASE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED AS A WHOLE, BUT NOT IN PART, TO THE DEPOSITARY, ITS SUCCESSORS
OR THEIR RESPECTIVE NOMINEES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


[Restricted Notes Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER REPRESENTS THAT


 


(1) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING
IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


 


(2) IT IS NOT A “U.S. PERSON”
AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT).


 






    A-1 




     


    

 


NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE THAT IS (A) IN THE CASE OF RULE 144A GLOBAL NOTES, ONE YEAR, OR (B) IN THE CASE OF REGULATION
S GLOBAL NOTES, 40 DAYS, IN EACH CASE AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.


 


[For 144A Global Notes]


 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.]


 






    A-2 




     


    

 


[FORM OF NOTE]


 


GXO LOGISTICS, INC.


 





	No. [  ]	144A CUSIP No. 36262G AA9






144A ISIN No. US36262GAA94


REG S CUSIP No. U4038P AA7


REG S ISIN
No. USU4038PAA76


 


$[     ]


 


1.650% Note due 2026


 


GXO LOGISTICS, INC., a Delaware corporation,
promises to pay to Cede & Co., or registered assigns, the principal sum of [__] DOLLARS (or such other amount set forth on the
Schedule of Increases or Decreases in Global Note attached hereto) on July 15, 2026.


 


Interest Payment Dates: January 15 and July 15,
commencing January 15, 2022.


 


Record Dates: December 31 and June 30.


 


Additional provisions of this Note are set forth
on the other side of this Note.


 






    A-3 




     


    

 


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 


	 	GXO LOGISTICS, INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 






    A-4 




     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


	WELLS FARGO BANK, NATIONAL 

ASSOCIATION

as Trustee, certifies that this is one of the 

Notes referred to in the Indenture.	 
	 	 
	 	 
	By:	 	 
	 	Authorized Signatory	
	 	 	 
	Dated:	 	 


 






    A-5 




     


    

 


[FORM OF REVERSE SIDE OF NOTE]


 


1.650% Note Due 2026


 


GXO Logistics, Inc., a Delaware corporation
(together with its successors and assigns, the “Company”), issued this Note under the Indenture dated as of July 2,
2021 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture”), as supplemented
by the First Supplemental Indenture dated as of July 2, 2021 (the “Supplemental Indenture” and together with the
Base Indenture, the “Indenture”), by and between the Company and Wells Fargo Bank, National Association, as trustee
(in such capacity, the “Trustee”), to which reference is hereby made for a statement of the respective rights, obligations,
duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which this Note is authorized and delivered.
All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them therein. If any terms of this Note
conflicts with the terms of the Indenture, the terms of the Indenture shall govern and control.


 


1.            Interest.
The Company promises to pay interest on the principal amount of this Note at the rate of 1.650% per year. The Company will pay interest
semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning
on January 15, 2022, until the principal is paid or made available for payment. Interest on this Note will accrue from the most recent
date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance to, but excluding,
the applicable Interest Payment Date or Stated Maturity of the principal of the Note, as the case may be. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, Stated Maturity or other payment date with
respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding
Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after
that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding
Business Day.


 


2.            Method
of Payment. The Company will pay interest on this Note (except defaulted interest, if any, which will be paid on a special payment
date to Holders of record on such special record date as may be fixed by the Company in accordance with Section 2.11 of the Base
Indenture) to the persons in whose name this Note is registered at the close of business on the Regular Record Date immediately preceding
the relevant Interest Payment Date. The Company will pay principal and interest in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts, at the office or agency of the Company maintained for that purpose
in accordance with the Indenture.


 


3.            Paying
Agent. Initially, the Trustee will act as Paying Agent and Registrar. The Company may have one or more co-Registrars and one or more
additional paying agents. The Company may at any time rescind the designation of any Registrar or Paying Agent or approve a change through
which the Registrar or Paying Agent acts.


 






    A-6 




     


    

 


4.            Optional
Redemption. This Note shall be redeemable at the option of the Company in accordance with ‎Section 4.02
of the Supplemental Indenture.


 


5.            Special
Mandatory Redemption. The Company will be required to redeem this Note as and to the extent set forth in (and only in the circumstances
described in) ‎Section 4.03 of the Supplemental Indenture.


 


6.            Offer
to Repurchase Upon Change of Control Repurchase Event. The Company will be required to make a Change of Control Offer as and to the
extent set forth in (and only in the circumstances described in) ‎Section 4.04
of the Supplemental Indenture.


 


7.            Persons
Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.


 


8.            Unclaimed
Money. All amounts of principal of and premium, if any, and interest on this Note paid by the Company to the Trustee or Paying Agent
that remain unclaimed for two years will be repaid to the Company, and the Holder of this Note will thereafter look solely to the Company
for payment unless applicable abandoned property law designates another Person.


 


9.            Amendment,
Supplement, Waiver. The Indenture or this Note may be amended or supplemented in accordance with the terms of the Indenture.


 


10.            Successor
Person. When a successor Person assumes all the obligations of its predecessor under the Note and the Indenture, the predecessor Person
will be released from those obligations, in accordance with and except as set forth in the Indenture.


 


11.            No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Note or the Indenture or for any claim based on, in respect of or by reason of, such obligations
or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Note.


 


12.            Discharge
of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes
have the same effect as if set forth herein.


 


13.            Authentication.
This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other
side of this Note.


 






    A-7 




     


    

 


14.            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 Gift to Minors Act).


 


15.            Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.


 


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


 


17.            Copies.
The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and a copy of the Supplemental
Indenture. Requests may be made to: GXO Logistics, Inc., Two American Lane, Greenwich, CT 06831, Attention: Baris Oran.


 






    A-8 




     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to:


 


____________________________________________________ 


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


 


____________________________________________________ 


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


 


and irrevocably appoint
            agent 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 other side of this
Note.


 


Signature Guarantee:


 


	Date:  	
	 	

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


 






    A-9 




     


    

 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED NOTE


 


Wells Fargo Bank, National Association 


Attn: DAPS Reorg 


MAC N9300-070 


600 South 4th Street, 7th Floor 


Minneapolis, MN 55415 


Telephone No.: (877) 872-4605 


Fax No.: (866) 969-1290 


Email: DAPSReorg@wellsfargo.com


 


This certificate relates to $ ____________ principal amount of Notes
held in (check applicable space) __________ book-entry or ____________ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository
a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest
in such Global Note (or the portion thereof indicated above);



 


		 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.



 


In connection with any transfer of any of the Notes evidenced by this
certificate occurring while this Note is still a Transfer Restricted Definitive Note or a Transfer Restricted Global Note, the undersigned
confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	(1)	 ̈	to the Company; or
	(2)	 ̈	to the Registrar for registration in the name of the holder, without transfer; or
	(3)	 ̈	pursuant to an effective registration statement under the Securities Act; or
	(4)	 ̈	to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or
	(5)	 ̈	to a non-U.S. person outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 903 or 904 under the Securities Act and such Note shall be held immediately after the transfer through Euroclear, Clearstream or their respective participants until the expiration of the Restricted Period (as defined in the Indenture); or



 






    A-10 




     


    

 


	(6)	 ̈	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act.


 






    A-11 




     


    

 


Unless one of the boxes is checked, the Trustee
will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof;
provided, however, that if box (5) or (6) is checked, the Company or the Trustee may require, prior to registering
any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee have reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	Date:
	 	 	Your Signature:	 


 


______________________________________________________


Sign exactly as your name appears on the other side of this
Note.


 


Signature Guarantee:


 


	Date:  	
	 	

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


 






    A-12 




     


    

 


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


 


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


 


	Date:	 	 	 
	 	 	 	NOTICE: To be executed by an executive officer


 






    A-13 




     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The initial principal
amount of this Global Note is $           . The following increases
or decreases in this Global Note have been made:


 


	Date of Exchange	Amount of 

decrease in 

Principal Amount 

of this Global Note	Amount of increase 

in Principal 

Amount of this 

Global Note	Principal amount 

of this Global 

Note following 

such decrease or increase	Signature of 

authorized 

signatory of 

Trustee or Notes 

Custodian
	 	 	 	 	 


 






    A-14 




     


    

 



 


EXHIBIT A-2


 


[FORM OF 2031 NOTE]


 


[Global Notes Legend]


 


THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS
HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES, EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
TO SECTION 2.06 OF THE BASE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED AS A WHOLE, BUT NOT IN PART, TO THE DEPOSITARY, ITS SUCCESSORS
OR THEIR RESPECTIVE NOMINEES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


[Restricted Notes Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER REPRESENTS THAT


 


(1) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING
IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


 


(2) IT IS NOT A “U.S. PERSON”
AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT).


 






    A-15


     


    

 


NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE THAT IS (A) IN THE CASE OF RULE 144A GLOBAL NOTES, ONE YEAR, OR (B) IN THE CASE OF REGULATION
S GLOBAL NOTES, 40 DAYS, IN EACH CASE AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.


 


[For 144A Global Notes]


 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.]


 






    A-16


     


    

 


[FORM OF NOTE]


 


GXO LOGISTICS, INC.


 




	No. [ ]	144A
CUSIP No. 36262G AC5



144A ISIN No. US36262GAC50


REG S CUSIP No. U4038P AB5


REG S ISIN No. USU4038PAB59


 


$[     ]


 


2.650% Note due 2031


 


GXO LOGISTICS, INC., a Delaware corporation,
promises to pay to Cede & Co., or registered assigns, the principal sum of [__] DOLLARS (or such other amount set forth on the
Schedule of Increases or Decreases in Global Note attached hereto) on July 15, 2031.


 


Interest Payment Dates: January 15 and July 15,
commencing January 15, 2022.


 


Record Dates: December 31 and June 30.


 


Additional provisions of this Note are set forth
on the other side of this Note.


 






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IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 


	 	GXO LOGISTICS, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 



 






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	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 
	 	 	 
	WELLS FARGO BANK, NATIONAL	 
	ASSOCIATION	 
	as Trustee, certifies that this is one of the	 
	Notes referred to in the Indenture.	 
	 	 	 
	 	 	 
	By:	 	 
	 	Authorized Signatory	 
	 	 	 
	Dated:	 



 






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[FORM OF REVERSE SIDE OF NOTE]


 


2.650% Note Due 2031


 


GXO Logistics, Inc., a Delaware corporation
(together with its successors and assigns, the “Company”), issued this Note under the Indenture dated as of July 2,
2021 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture”), as supplemented
by the First Supplemental Indenture dated as of July 2, 2021 (the “Supplemental Indenture” and together with the
Base Indenture, the “Indenture”), by and between the Company and Wells Fargo Bank, National Association, as trustee
(in such capacity, the “Trustee”), to which reference is hereby made for a statement of the respective rights, obligations,
duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which this Note is authorized and delivered.
All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them therein. If any terms of this Note
conflicts with the terms of the Indenture, the terms of the Indenture shall govern and control.


 


1.            Interest.
The Company promises to pay interest on the principal amount of this Note at the rate of 2.650% per year. The Company will pay interest
semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning
on January 15, 2022, until the principal is paid or made available for payment. Interest on this Note will accrue from the most recent
date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance to, but excluding,
the applicable Interest Payment Date or Stated Maturity of the principal of the Note, as the case may be. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, Stated Maturity or other payment date with
respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding
Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after
that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding
Business Day.


 


2.            Method
of Payment. The Company will pay interest on this Note (except defaulted interest, if any, which will be paid on a special payment
date to Holders of record on such special record date as may be fixed by the Company in accordance with Section 2.11 of the Base
Indenture) to the persons in whose name this Note is registered at the close of business on the Regular Record Date immediately preceding
the relevant Interest Payment Date. The Company will pay principal and interest in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts, at the office or agency of the Company maintained for that purpose
in accordance with the Indenture.


 


3.            Paying
Agent. Initially, the Trustee will act as Paying Agent and Registrar. The Company may have one or more co-Registrars and one or more
additional paying agents. The Company may at any time rescind the designation of any Registrar or Paying Agent or approve a change through
which the Registrar or Paying Agent acts.


 






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4.            Optional
Redemption. This Note shall be redeemable at the option of the Company in accordance with ‎Section 4.02
of the Supplemental Indenture.


 


5.            Special
Mandatory Redemption. The Company will be required to redeem this Note as and to the extent set forth in (and only in the circumstances
described in) ‎Section 4.03 of the Supplemental Indenture.


 


6.            Offer
to Repurchase Upon Change of Control Repurchase Event. The Company will be required to make a Change of Control Offer as and to the
extent set forth in (and only in the circumstances described in) ‎Section 4.04
of the Supplemental Indenture.


 


7.            Persons
Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.


 


8.            Unclaimed
Money. All amounts of principal of and premium, if any, and interest on this Note paid by the Company to the Trustee or Paying Agent
that remain unclaimed for two years will be repaid to the Company, and the Holder of this Note will thereafter look solely to the Company
for payment unless applicable abandoned property law designates another Person.


 


9.            Amendment,
Supplement, Waiver. The Indenture or this Note may be amended or supplemented in accordance with the terms of the Indenture.


 


10.            Successor
Person. When a successor Person assumes all the obligations of its predecessor under the Note and the Indenture, the predecessor Person
will be released from those obligations, in accordance with and except as set forth in the Indenture.


 


11.            No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Note or the Indenture or for any claim based on, in respect of or by reason of, such obligations
or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Note.


 


12.            Discharge
of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes
have the same effect as if set forth herein.


 


13.            Authentication.
This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other
side of this Note.


 






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14.            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 Gift to Minors Act).


 


15.            Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.


 


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


 


17.            Copies.
The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and a copy of the Supplemental
Indenture. Requests may be made to: GXO Logistics, Inc., Two American Lane, Greenwich, CT 06831, Attention: Baris Oran.


 






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ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to:


 


____________________________________________________


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


 


____________________________________________________


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


 


and irrevocably appoint
             agent 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 other side of this Note.


 


Signature Guarantee:


 


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



 






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CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED NOTE


 


Wells Fargo Bank, National Association


Attn: DAPS Reorg


MAC N9300-070


600 South 4th Street, 7th Floor


Minneapolis, MN 55415


Telephone No.: (877) 872-4605


Fax No.: (866) 969-1290


Email: DAPSReorg@wellsfargo.com


 


This certificate relates to $ ____________ principal amount of Notes
held in (check applicable space) __________ book-entry or ____________ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository
a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest
in such Global Note (or the portion thereof indicated above);



 


		 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.



 


In connection with any transfer of any of the Notes evidenced by this
certificate occurring while this Note is still a Transfer Restricted Definitive Note or a Transfer Restricted Global Note, the undersigned
confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	(1)	 ̈	to the Company; or
	(2)	 ̈	to the Registrar for registration in the name of the holder, without transfer; or
	(3)	 ̈	pursuant to an effective registration statement under the Securities Act; or
	(4)	 ̈	to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or
	(5)	 ̈	to a non-U.S. person outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 903 or 904 under the Securities Act and such Note shall be held immediately after the transfer through Euroclear, Clearstream or their respective participants until the expiration of the Restricted Period (as defined in the Indenture); or
	(6)	 ̈	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act.


 






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Unless one of the boxes is checked, the Trustee
will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof;
provided, however, that if box (5) or (6) is checked, the Company or the Trustee may require, prior to registering
any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee have reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	Date:	 	 	Your Signature:	 


 


______________________________________________________


Sign exactly as your name appears on the other side of this Note.


 


Signature Guarantee:


 


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



 






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


 


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


 


	Date:	 	 	 
	 	 	NOTICE: To be executed by an executive officer



 






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[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The initial principal
amount of this Global Note is $          . The following increases
or decreases in this Global Note have been made:


 


	Date of Exchange	Amount of

                                                                                decrease in

                                                                                Principal Amount

                                                                                of this Global Note
	Amount of increase

                                                                                in Principal

                                                                                Amount of this

                                                                                Global Note
	Principal amount

                                                                                of this Global

                                                                                Note following

                                                                                such decrease or

                                                                                increase
	Signature of

                                                                                authorized

                                                                                signatory of

                                                                                Trustee or Notes

                                                                                Custodian

	 	 	 	 	 


 






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