Supplemental Indenture No. 1, dated as of March 8, 2011


 Exhibit 4.2 

 
  

 
 DIGITAL REALTY TRUST, L.P.,

 DIGITAL REALTY TRUST, INC., AS GUARANTOR, 

AND 
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 AS
TRUSTEE 
  
  

SUPPLEMENTAL INDENTURE NO. 1 

DATED AS OF MARCH 8, 2011 

TO INDENTURE DATED MARCH 8, 2011 

 
  

$400,000,000 
 OF 
 5.250% NOTES DUE 2021

  
  

 






 TABLE OF CONTENTS 

 

							
	 	  	 	  	PAGE	 
	 ARTICLE I RELATION TO BASE INDENTURE; DEFINITIONS
	  	 	1	  
	 Section 1.1
	  	Relation to Base Indenture	  	 	1	  
	 Section 1.2
	  	Definitions	  	 	2	  
		
	 ARTICLE II TERMS OF THE SECURITIES
	  	 	7	  
	 Section 2.1
	  	Title of the Securities	  	 	7	  
	 Section 2.2
	  	Price	  	 	7	  
	 Section 2.3
	  	Limitation on Initial Aggregate Principal Amount; Further Issuances	  	 	7	  
	 Section 2.4
	  	Interest and Interest Rates; Stated Maturity of Notes	  	 	7	  
	 Section 2.5
	  	Method of Payment	  	 	8	  
	 Section 2.6
	  	Currency	  	 	9	  
	 Section 2.7
	  	Additional Notes	  	 	9	  
	 Section 2.8
	  	Redemption	  	 	9	  
	 Section 2.9
	  	No Sinking Fund	  	 	9	  
	 Section 2.10
	  	Registrar and Paying Agent	  	 	9	  
		
	 ARTICLE III FORM OF THE SECURITIES
	  	 	10	  
	 Section 3.1
	  	Global Form	  	 	10	  
	 Section 3.2
	  	Transfer and Exchange	  	 	10	  
	 Section 3.3
	  	General Provisions Relating to Transfers and Exchanges	  	 	14	  
		
	 ARTICLE IV REDEMPTION OF NOTES
	  	 	15	  
	 Section 4.1
	  	Optional Redemption of Notes	  	 	15	  
	 Section 4.2
	  	Notice of Optional Redemption, Selection of Notes	  	 	15	  
	 Section 4.3
	  	Payment of Notes Called for Redemption by the Company	  	 	17	  
		
	 ARTICLE V GUARANTEE
	  	 	17	  
	 Section 5.1
	  	Note Guarantee	  	 	17	  
	 Section 5.2
	  	Execution and Delivery of Note Guarantee	  	 	19	  
	 Section 5.3
	  	Limitation of Guarantor’s Liability; Certain Bankruptcy Events	  	 	19	  
	 Section 5.4
	  	Application of Certain Terms and Provisions to the Guarantor	  	 	19	  
		
	 ARTICLE VI ADDITIONAL COVENANTS
	  	 	20	  
	 Section 6.1
	  	Maintenance of Office or Agency	  	 	20	  
	 Section 6.2
	  	Appointments to Fill Vacancies in Trustee’s Office	  	 	20	  
	 Section 6.3
	  	Reports	  	 	21	  
	 Section 6.4
	  	Limitations on Incurrence of Debt	  	 	21	  
	 Section 6.5
	  	Maintenance of Properties	  	 	23	  
	 Section 6.6
	  	Insurance	  	 	23	  
		
	 ARTICLE VII DEFAULTS AND REMEDIES
	  	 	23	  
	 Section 7.1
	  	Events of Default	  	 	23	  








							
	 Section 7.2
	  	Acceleration of Maturity; Rescission and Annulment	  	 	25	  
		
	 ARTICLE VIII AMENDMENTS AND WAIVERS
	  	 	26	  
	 Section 8.1
	  	Without Consent of Holders	  	 	26	  
	 Section 8.2
	  	With Consent of Holders	  	 	27	  
		
	 ARTICLE IX MEETINGS OF HOLDERS OF NOTES
	  	 	28	  
	 Section 9.1
	  	Purposes for Which Meetings May Be Called	  	 	28	  
	 Section 9.2
	  	Call, Notice and Place of Meetings	  	 	28	  
	 Section 9.3
	  	Persons Entitled to Vote at Meetings	  	 	28	  
	 Section 9.4
	  	Quorum; Action	  	 	29	  
	 Section 9.5
	  	Determination of Voting Rights; Conduct and Adjournment of Meetings	  	 	29	  
	 Section 9.6
	  	Counting Votes and Recording Action of Meetings	  	 	30	  
		
	 ARTICLE X MISCELLANEOUS PROVISIONS
	  	 	31	  
	 Section 10.1
	  	Evidence of Compliance with Conditions Precedent, Certificates to Trustee	  	 	31	  
	 Section 10.2
	  	No Recourse Against Others	  	 	31	  
	 Section 10.3
	  	Trust Indenture Act Controls	  	 	31	  
	 Section 10.4
	  	Governing Law	  	 	32	  
	 Section 10.5
	  	Counterparts	  	 	32	  
	 Section 10.6
	  	Successors	  	 	32	  
	 Section 10.7
	  	Severability	  	 	32	  
	 Section 10.8
	  	Table of Contents, Headings, Etc.	  	 	32	  
	 Section 10.9
	  	Ratifications	  	 	32	  
	 Section 10.10
	  	Effectiveness	  	 	32	  
	 Section 10.11
	  	The Trustee	  	 	33	  


  
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 THIS SUPPLEMENTAL INDENTURE NO. 1 is entered into as of March 8, 2011 (the “First
Supplemental Indenture”), among Digital Realty Trust, L.P., a Maryland limited partnership (the “Company”), Digital Realty Trust, Inc., a Maryland corporation (the “Guarantor”), and Deutsche Bank Trust Company Americas, as
trustee (the “Trustee”). 
 WITNESSETH: 

WHEREAS, the Company has delivered to the Trustee an Indenture, dated as of March 8, 2011 (the “Base Indenture”),
providing for the issuance by the Company from time to time of Securities in one or more Series; 
 WHEREAS, Section 2.2 of
the Base Indenture provides for various matters with respect to any Series of Securities issued under the Base Indenture to be established in an indenture supplemental to the Base Indenture; 

WHEREAS, each of the Company and the Guarantor desires to execute this First Supplemental Indenture to establish the form and to provide
for the issuance of a Series of its senior notes designated as its 5.250% Notes due 2021 (the “Notes”), in an initial aggregate principal amount of $400,000,000; 
 WHEREAS, the Board of Directors of the Guarantor, the general partner of the Company, has duly adopted resolutions authorizing the Company and the Guarantor to execute and deliver this First Supplemental
Indenture; and 
 WHEREAS, all of the other conditions and requirements necessary to make this First Supplemental Indenture,
when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled. 
 NOW, THEREFORE, for and in consideration of the premises and the purchase of the Series of Securities provided for herein by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of Securities of such Series, as follows: 
 ARTICLE I 

RELATION TO BASE INDENTURE; DEFINITIONS 
 Section 1.1 Relation to Base Indenture. 
 This First Supplemental
Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of this First Supplemental Indenture, all provisions of this First Supplemental Indenture are expressly and solely for the benefit of the Holders of
the Notes and any such provisions shall not be deemed to apply to any other Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Notes.







 Section 1.2 Definitions. 

For all purposes of this First Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise
requires: 
 (1) Capitalized terms used but not defined herein shall have the respective meanings assigned to
them in the Base Indenture; and 
 (2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this First Supplemental Indenture as they amend or supplement the Base Indenture, and not the Base Indenture or any other document. 

“Acquired Indebtedness” means Indebtedness of a person (a) existing at the time such person becomes a Subsidiary or
(b) assumed in connection with the acquisition of assets from such person, in each case, other than Indebtedness Incurred in connection with, or in contemplation of, such person becoming a Subsidiary or such acquisition. Acquired Indebtedness
shall be deemed to be Incurred on the date of the related acquisition of assets from any person or the date the acquired person becomes a Subsidiary. 
 “Additional Notes” means additional Notes (other than the Initial Notes) issued under the Indenture in accordance with Sections 2.3, 2.7 and 6.4 hereof, as part of the same series as the Initial
Notes. 
 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in
any Global Note, the rules and procedures of the Depository, Euroclear and Clearstream that apply to such transfer or exchange. 

“Authentication Order” means a written order of the Company to the Trustee to authenticate and deliver the Notes, signed by two
Officers or by an Officer and either an Assistant Treasurer of the Guarantor or any Assistant Secretary of the Guarantor. 

“Benefited Party” shall have the meaning ascribed thereto in Section 5.1. 

“Capitalization Rate” means 9.0%. 
 “Consolidated EBITDA” means, for any period of time, without duplication, consolidated net income (loss) of Digital Realty Trust, L.P. and its Consolidated Subsidiaries plus amounts which have
been deducted and minus amounts which have been added for, without duplication, (a) Interest Expense, (b) depreciation and amortization and other non-cash items deducted in arriving at net income (loss), (c) provision for taxes based
on income or profits, (d) non-recurring or other unusual items, as determined by the Company in good faith (including, without limitation, all prepayment penalties and all costs or fees incurred in connection with any debt financing or
amendment thereto, acquisition, disposition, recapitalization or similar transaction (regardless of whether such transaction is completed)), (e) extraordinary items, (f) noncontrolling interests, (g) the income or expense attributable
to transactions involving derivative instruments that do not qualify for hedge accounting in accordance with GAAP, and (h) gains or losses on dispositions of depreciable real estate investments, property valuation losses and impairment charges;
provided, however, that in no event will Consolidated EBITDA include (x) net income (loss) (whether pursuant to the equity method of accounting or otherwise) 

  
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on account of any of the Company’s or its Consolidated Subsidiaries’ unconsolidated subsidiaries and other partially owned entities or (y) net income (loss) generated from the
Company’s or its Consolidated Subsidiaries’ real property under construction or Redevelopment Properties; provided, further, that all amounts for such period shall be reasonably determined by the Company in accordance with GAAP to
the extent GAAP is applicable. Consolidated EBITDA will be adjusted, without duplication, to give pro forma effect: (i) in the case of any assets having been placed in service or removed from service from the beginning of the period to the date
of determination, to include or exclude, as the case may be, any Consolidated EBITDA earned or eliminated as a result of the placement of the assets in service or removal of the assets from service as if the placement of the assets in service or
removal of the assets from service occurred at the beginning of the period; and (ii) in the case of any acquisition or disposition of any asset or group of assets from the beginning of the period to the date of determination, including, without
limitation, by merger, or stock or asset purchase or sale, to include or exclude, as the case may be, any Consolidated EBITDA earned or eliminated as a result of the acquisition or disposition of those assets as if the acquisition or disposition
occurred at the beginning of the period. 
 “Consolidated Financial Statements” means, with respect to any person,
collectively, the consolidated financial statements and notes to those financial statements, of that person and its Consolidated Subsidiaries prepared in accordance with GAAP. 
 “Consolidated Subsidiary” means each Subsidiary of Digital Realty Trust, L.P. that is consolidated in the Consolidated Financial Statements of Digital Realty Trust, L.P. 

“Defaulted Interest” shall have the meaning ascribed thereto in Section 2.5. 

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 3.2 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

 “Depository” means, with respect to the Notes, the Depository Trust Company and any successor thereto. 

“Event of Default” shall have the meaning ascribed thereto in Section 7.1. 

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

 “Global Note” means, individually and collectively, each of the Notes in the form of a Global Security issued to
the Depository or its nominee, substantially in the form of Exhibit A. 
 “Guarantee Obligations” shall have
the meaning ascribed thereto in Section 5.1. 
 “Holders” shall have the meaning ascribed thereto in
Section 2.4. 
 “Incur” means, with respect to any Indebtedness or other obligation of any person, to create,
assume, guarantee or otherwise become liable in respect of the Indebtedness or other 

  
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obligation, and “Incurrence” and “Incurred” have meanings correlative to the foregoing. Indebtedness or other obligation of the Company or any Subsidiary of the Company will
be deemed to be Incurred by the Company or such Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Indebtedness or other obligation of a Subsidiary of the Company
existing prior to the time it became a Subsidiary of the Company will be deemed to be Incurred upon such Subsidiary becoming a Subsidiary of the Company; and Indebtedness or other obligation of a person existing prior to a merger or consolidation of
such person with the Company or any Subsidiary of the Company in which such person is the successor to the Company or such Subsidiary will be deemed to be Incurred upon the consummation of such merger or consolidation. Any issuance or transfer of
capital stock that results in Indebtedness constituting Intercompany Indebtedness being held by a person other than the Company, the Guarantor or any Consolidated Subsidiary or any sale or other transfer of any Indebtedness constituting Intercompany
Indebtedness to a person that is not the Company, the Guarantor or any Consolidated Subsidiary, will be deemed, in each case, to be an Incurrence of Indebtedness that is not Intercompany Indebtedness at the time of such issuance, transfer or sale,
as the case may be. 
 “Indebtedness” of the Company, the Guarantor or any Consolidated Subsidiary means, without
duplication, any of the Company’s indebtedness or that of any Consolidated Subsidiary, whether or not contingent, in respect of: (a) borrowed money evidenced by bonds, notes, debentures or similar instruments whether or not such
indebtedness is secured by any lien existing on property owned by the Company or any Consolidated Subsidiary; (b) indebtedness for borrowed money of a person other than the Company, the Guarantor or a Consolidated Subsidiary which is secured by
any lien on property owned by the Company, the Guarantor or any Consolidated Subsidiary, to the extent of the lesser of (i) the amount of indebtedness so secured, and (ii) the fair market value of the property subject to such lien;
(c) the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such
balance that constitutes an accrued expense or trade payable; or (d) any lease of property by the Company, the Guarantor or any Consolidated Subsidiary as lessee which is reflected on the Company’s consolidated balance sheet as a
capitalized lease in accordance with GAAP. Indebtedness also includes, to the extent not otherwise included, any obligation by the Company, the Guarantor or any Consolidated Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business), indebtedness of another person (other than the Company or any Consolidated Subsidiary) of the type described in clauses (a)-(d) of this definition. 

“Indenture” means the Base Indenture, as supplemented by the First Supplemental Indenture, and as further supplemented, amended
or restated. 
 “Initial Notes” means the first $400,000,000 aggregate principal amount of Notes issued under this
First Supplemental Indenture on the date hereof. 
 “Intercompany Indebtedness” means Indebtedness to which the only
parties are any of the Company, the Guarantor and any Consolidated Subsidiary; provided, however, that with respect to any such Indebtedness of which the Company or the Guarantor is the borrower, such Indebtedness is subordinate in right of
payment to the Notes. 

  
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 “Interest Expense” means, for any period of time, consolidated interest expense
for such period of time, whether paid, accrued or capitalized, without deduction of consolidated interest income, of the Company and the Consolidated Subsidiaries, including, without limitation or duplication, or, to the extent not so included, with
the addition of (a) the portion of any rental obligation in respect of any capital lease obligation allocable to interest expense in accordance with GAAP and (b) the amortization of Indebtedness discounts, but excluding prepayment
penalties, in all cases as reflected in the applicable Consolidated Financial Statements. 
 “Interest Payment Date”
shall have the meaning ascribed thereto in Section 2.4. 
 “Make-Whole Premium” means, with respect to any Note
redeemed before the 90th day prior to the Stated Maturity, the excess, if any, of (a) the aggregate present value as of the date of such redemption of each dollar of principal of the Note being redeemed or paid and the amount of interest
(exclusive of interest accrued to the date of redemption) that would have been payable in respect of such dollar if such redemption had been made on the 90th day prior to the Stated Maturity, determined by discounting, on a semiannual basis, such
principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date such notice of redemption is given) from the respective dates on which such principal and interest would have been payable if such redemption
had been made on the 90th day prior to the Stated Maturity; over (b) the principal amount of such Note. 

“Notes” has the meaning assigned to it in the preamble to the Indenture. The Initial Notes and the Additional Notes shall be
treated as a single class for all purposes under the Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes. 

“Prospectus” means the base prospectus, dated November 15, 2010, included as part of a registration statement on Form S-3
under the Securities Act, filed by the Guarantor with the SEC on May 1, 2009, as amended by Post-Effective Amendment No. 1, filed by the Company and the Guarantor with the SEC on November 15, 2010 (Registration Nos. 333-158958 and
333-158958-01), as supplemented by a prospectus supplement, dated March 1, 2011, filed by the Company and the Guarantor with the SEC pursuant to Rule 424(b) under the Securities Act. 

“Record Date” shall have the meaning ascribed thereto in Section 2.4. 

“Redemption Date” means, with respect to any Note or portion thereof to be redeemed in accordance with the provisions of
Section 4.1 hereof, the date fixed for such redemption in accordance with the provisions of Section 4.1 hereof. 

“Redemption Price” shall have the meaning ascribed thereto in Section 4.1. 

“Redevelopment Property” means a property owned by the Company or a Consolidated Subsidiary (a) where the commenced leased
square footage is less than 60% of the sum of net rentable square feet and redevelopment space, with reasonable adjustments to leased square footage determined in good faith by the Company, including adjustments for available power, required support
space and common area and (b) that the Company reasonably characterizes as held in whole or in part for redevelopment. 

  
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 “Reinvestment Rate” means 0.30 percent (0.30%), plus the arithmetic mean of the
yields under the respective headings “This Week” and “Last Week” published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available prior to the date of determining the make-whole
premium (or if such statistical release is no longer published, any such other reasonably comparable index which shall be designated by the Company) under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest
month) corresponding to the then remaining maturity of the Notes. If no maturity exactly corresponds to such maturity of the Notes, the applicable Reinvestment Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the yields for the two published maturities most closely corresponding to such maturity of the Notes. 

“Secured Debt” means, as of any date, that portion of Total Outstanding Debt as of that date that is secured by a mortgage,
trust deed, deed of trust, deeds to secure Indebtedness, pledge, security interest, assignment for collateral purposes, deposit arrangement, or other security agreement, excluding any right of setoff but including, without limitation, any
conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and any other like agreement granting or conveying a security interest. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in
effect from time to time. 
 “Significant Subsidiary” shall have the meaning ascribed thereto in Section 7.1.

 “Total Assets” as of any date means the sum, without duplication, of (a) Consolidated EBITDA for the most
recent quarterly period covered in the Company’s annual or quarterly report most recently furnished to Holders or filed with the SEC, as the case may be and in accordance with Section 6.3 hereof, prior to such time, annualized (i.e.,
multiplied by four (4)), capitalized at the Capitalization Rate, (b) the undepreciated cost basis of the real property of the Company and the Consolidated Subsidiaries under construction and Redevelopment Property as of the end of the quarterly
period used for purposes of clause (a) above, in each case as determined by the Company in good faith, and (c) for all assets of the Company and the Consolidated Subsidiaries other than the assets referred to in (a) and
(b) above, the undepreciated book value as determined in accordance with GAAP (but excluding accounts receivable and intangible assets). 
 “Total Outstanding Debt” means, as of any date, the sum, without duplication, of (a) the aggregate principal amount of all outstanding Indebtedness of the Company as of that date, excluding
Intercompany Indebtedness, and (b) the aggregate principal amount of all outstanding Indebtedness of the Consolidated Subsidiaries as of that date, excluding Intercompany Indebtedness. 

“Total Unencumbered Assets” means, as of any time, the sum of (a) Unencumbered Consolidated EBITDA for the most recent
quarterly period covered in the Company’s annual or quarterly report most recently furnished to Holders or filed with the SEC, as the case may be and in accordance with Section 6.3 hereof, prior to such time, annualized (i.e., multiplied
by four (4)), capitalized at the Capitalization Rate, and (b) to the extent not subject to any Secured Debt, the value of the assets described in clauses (b) and (c) of the definition of Total Assets. 

  
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 “Unencumbered Consolidated EBITDA” means, for any quarter, Consolidated EBITDA for
the most recent quarterly period covered in the Company’s annual or quarterly report most recently furnished to Holders or filed with the SEC, as the case may be and in accordance with Section 6.3 hereof, prior to the time of determination
less any portion thereof attributable to any properties or assets subject to any Secured Debt, as determined in good faith by the Company. 
 “Unsecured Debt” means that portion of Total Outstanding Debt that is not Secured Debt. 
 ARTICLE II 
 TERMS OF THE SECURITIES 

Section 2.1 Title of the Securities. 
 There shall be a Series of Securities designated the “5.250% Notes due 2021.” 

Section 2.2 Price. 

The Initial Notes shall be issued at a public offering price of 99.775% of the principal amount thereof, other than any offering discounts
pursuant to the initial offering and resale of the Notes. 
 Section 2.3 Limitation on Initial Aggregate Principal Amount; Further
Issuances. 
 The aggregate principal amount of the Notes initially shall be limited to $400,000,000. The Company may,
without notice to or consent of the Holders, issue Additional Notes from time to time in the future in an unlimited principal amount, subject to compliance with the terms of the Indenture. 

Nothing contained in this Section 2.3 or elsewhere in this First Supplemental Indenture, or in the Notes, is intended to or shall
limit execution by the Company or authentication or delivery by the Trustee of Notes under the circumstances contemplated by Sections 2.7, 2.8, 2.11, 3.6 or 9.6 of the Base Indenture. 
 Section 2.4 Interest and Interest Rates; Stated Maturity of Notes. 
 (a) The Notes shall bear interest at 5.250% per annum from March 8, 2011 or from the immediately preceding Interest Payment Date (as defined below) to which interest has been paid or, if no
interest has been paid, from the date of issuance of the Notes, payable semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2011 (each, an “Interest Payment Date”), to the persons
(the “Holders”) in whose name the applicable Notes are registered at the close of business on the March 1 or September 1 (regardless of whether such day is a Business Day, as defined below) immediately preceding the applicable
Interest Payment Date, as the case may be (each, a “Record Date”). Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 

  
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 (b) If any Interest Payment Date or Maturity falls on a day that is not a
Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or Maturity,
as the case may be. 
 (c) The Stated Maturity of the Notes shall be March 15, 2021. 

Section 2.5 Method of Payment. 
 Interest shall be payable at the office of the Company maintained by the Company for such purposes, which shall initially be an office or agency of the Trustee. The Company shall pay interest (i) on
any Notes in certificated form by check mailed to the address of the person entitled thereto; provided, however, that a Holder of any Notes in certificated form in the aggregate principal amount of more than $2,000,000 may specify by written
notice to the Company that it pay interest by wire transfer of immediately available funds to the account specified by the Holder in such notice, or (ii) on any Global Note by wire transfer of immediately available funds to the account of the
Depository or its nominee. Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any March 15 or September 15 (herein called “Defaulted Interest”) shall forthwith cease to be payable to
the Holder registered as such on the relevant Record Date, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below: 

(i) The Company may elect to make payment of any Defaulted Interest to the persons in whose names the Notes are registered
at 5:00 p.m., New York City time, on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on each Note and the date of the proposed payment (which shall be not less than twenty-five (25) calendar days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest
which shall be not more than fifteen (15) calendar days and not less than ten (10) calendar days prior to the date of the proposed payment, and not less than ten (10) calendar days after the receipt by the Trustee of the notice of the
proposed payment (unless the Trustee shall consent to an earlier date). The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor 

  
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to be sent by electronic transmission or mailed, first-class postage prepaid, to each Holder at its address as it appears in the register, not less than ten (10) calendar days prior to such
special record date (unless, the Trustee shall consent to an earlier date). Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the persons in
whose names the Notes are registered at 5:00 p.m., New York City time, on such special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.5. 

(ii) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

Section 2.6 Currency. 
 Principal and interest on the Notes shall be payable in United States Dollars. 

Section 2.7 Additional Notes. 
 The Company will be entitled, upon delivery of an Officers’ Certificate, Opinion of Counsel and Authentication Order, subject to its compliance with Section 6.4, to issue Additional Notes under
the Indenture that will have identical terms to the Initial Notes issued on the date of the Indenture other than with respect to the date of issuance and issue price. 
 With respect to any Additional Notes, the Company will set forth in a resolution of its Board of Directors and an Officers’ Certificate, a copy of each of which will be delivered to the Trustee, the
following information: 
 (i) the aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to the Indenture; and 
 (ii) the issue price, the issue date and the CUSIP number of such
Additional Notes. 
 Section 2.8 Redemption. 
 The Notes may be redeemed at the option of the Company prior to the Stated Maturity as provided in Article IV hereof. 
 Section 2.9 No Sinking Fund. 
 The provisions of Article XI of the Base
Indenture shall not be applicable to the Notes. 
 Section 2.10 Registrar and Paying Agent. 

The Trustee shall initially serve as Registrar and Paying Agent for the Notes. 

  
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 ARTICLE III 
 FORM OF THE SECURITIES 
 Section 3.1 Global Form. 

The Notes shall initially be issued in the form of one or more permanent Global Notes. The Notes shall not be issuable in definitive form
except as provided in Section 3.2(a) of this First Supplemental Indenture. The Notes and the Trustee’s certificate of authentication shall be substantially in the form attached as Exhibit A hereto. The Company shall execute and the
Trustee shall, in accordance with Section 2.3 of the Base Indenture, authenticate and hold each Global Note as custodian for the Depository. Each Global Note will represent such of the outstanding Notes as will be specified therein and each
shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the
Custodian, at the direction of the Trustee. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of the Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. 
 Section 3.2 Transfer and Exchange. 
 (a) Transfer
and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or to another nominee of the Depository, or by the Depository
or any such nominee to a successor Depository or a nominee of such successor Depository. All Global Notes will be exchanged by the Company for Definitive Notes if: 

(i) the Company delivers to the Trustee notice from the Depository that it is unwilling or unable to continue to act as
Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depository is not appointed by the Company within 90 days after the date of such notice from the Depository; or 

(ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the Trustee. 
 Upon the occurrence of either of the
preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depository shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.8 and 2.11 of


  
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the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 3.2 or Section 2.8 and 2.11 of
the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 3.2(a), however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 3.2(c) or (d) hereof. 
 (b)
Legend. Any Global Note issued under this First Supplemental Indenture shall bear a legend in substantially the following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.2 OF THE FIRST SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 3.2 OF THE FIRST SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.” 

  
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 (c) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depository, in accordance with the provisions of the Indenture and the Applicable Procedures. Transfers of beneficial interests in the
Global Notes will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be
transferred to persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this
Section 3.2(c)(1). 
 (2) All Other Transfers of Beneficial Interests in Global Notes. In connection
with all transfers of beneficial interests that are not subject to Section 3.2(c)(1) above, the transferor of such beneficial interest must deliver to the Registrar both: 

(i) a written order from a Participant or an Indirect Participant given to the Depository in accordance with the
Applicable Procedures directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase. 
 Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in
Global Notes contained in the Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 3.2(i) hereof. 

(d) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes. If any holder of a
beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the
conditions set forth in Section 3.2(c)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 3.2(g) hereof, and the Company will execute and the Trustee
will authenticate and deliver to the person designated in the instructions a 

  
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Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 3.2(d) will be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depository and the Participant or Indirect Participant. The Trustee will deliver such
Definitive Notes to the persons in whose names such Notes are so registered. 
 (e) Transfer and Exchange of
Definitive Notes for Beneficial Interests in Global Notes. A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a person who takes delivery thereof in the form of a
beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the
Global Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to the
previous paragraph at a time when a Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 3.2 hereof, the Trustee will authenticate one or more Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (f) Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 3.2(f), the Registrar will register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder will present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by his attorney, duly authorized in writing. A Holder of Definitive Notes may transfer such Notes to a person who takes delivery thereof in the form of a Definitive Note. Upon receipt of a request to
register such a transfer, the Registrar shall register the Definitive Notes pursuant to the instructions from the Holder thereof. 
 (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has
been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 of the Base Indenture. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by
such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase. 

  
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 Section 3.3 General Provisions Relating to Transfers and Exchanges. 

(a) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global
Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 3.2 hereof or at the Registrar’s request. 
 (b) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11 and
9.6 of the Base Indenture and Section 4.3 hereof). 
 (c) The Registrar will not be required to register the
transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (e) Neither the Registrar nor the Company will be required: 
 (i)
to issue, register the transfer of or to exchange any Note during a period beginning at the opening of business fifteen (15) days before any selection of Notes for redemption under Article IV hereof and ending at the close of business on the
earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed; or 
 (ii) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 

(iii) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment
Date. 
 (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and
the Company may deem and treat the person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Company shall be affected by notice to the contrary. 

  
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 (g) The Trustee will authenticate Global Notes and Definitive Notes in
accordance with the provisions of Section 2.3 of the Base Indenture. 
 (h) All certifications, certificates
and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 3.3 to effect a registration of transfer or exchange may be submitted by facsimile. 

ARTICLE IV 

REDEMPTION OF NOTES 
 The provisions of Article III of the Base Indenture, as amended by the provisions of this First Supplemental Indenture, shall apply to the Notes. 
 Section 4.1 Optional Redemption of Notes. 
 The Company may redeem on
any one or more occasions some or all of the Notes before they mature. The redemption price (the “Redemption Price”) will equal the sum of (1) an amount equal to 100% of the principal amount of the Notes being redeemed plus accrued
and unpaid interest up to, but not including, the Redemption Date and (2) a Make-Whole Premium; provided that, the Company will not redeem the Notes on any date if the principal amount of the Notes has been accelerated, and such an
acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price with respect to the Notes to be redeemed). Notwithstanding
the foregoing, if the Notes are redeemed on or after ninety (90) days prior to the Stated Maturity, the Redemption Price will not include a Make-Whole Premium; provided further that if the Redemption Date falls after a Record Date and on
or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date
(instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall not include accrued and unpaid interest up to, but not including, the Redemption Date. 
 Section 4.2 Notice of Optional Redemption, Selection of Notes. 
 (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its
written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission a notice of such redemption not fewer than thirty (30) calendar days nor more than sixty (60) calendar days prior to the Redemption Date to each
Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of
the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if


  
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sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the
Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect
the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. 
 (b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the
Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that
interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes
are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued. 

(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2,
the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds
sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying
Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay
the Redemption Price. 
 (d) If less than all of the outstanding Notes are to be redeemed, the Trustee shall
select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate
or as required by the Depository. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof. 

  
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 Section 4.3 Payment of Notes Called for Redemption by the Company. 

(a) If notice of redemption has been given as provided in Section 4.2, the Notes or portion of Notes with respect to
which such notice has been given shall become due and payable on the Redemption Date and at the place or places stated in such notice at the Redemption Price, and unless the Company shall default in the payment of such Notes at the Redemption Price,
interest on the Notes or portion of Notes so called for redemption shall cease to accrue on and after the Redemption Date and, on and after the Redemption Date (unless the Company shall default in the payment of the Redemption Price) such Notes
shall cease to be entitled to any benefit or security under the Indenture, and the Holders thereof shall have no right in respect of such Notes except the right to receive the Redemption Price thereof. On presentation and surrender of such Notes at
a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the Redemption Price, together with interest accrued thereon to, but excluding, the Redemption Date.

 (b) Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. 

ARTICLE V 

GUARANTEE 

This Article V shall replace Article XII of the Base Indenture with respect to the Notes only. 

Section 5.1 Note Guarantee. 
 By its execution hereof, the Guarantor acknowledges and agrees that the Notes shall be entitled to the benefits of a Guarantee. Accordingly, subject to the provisions of this Article, the Guarantor hereby
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article IV), premium, if any,
and interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Stated Maturity, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted
by law) interest on any interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in
accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at the Stated Maturity, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in this Article (collectively, the
“Guarantee Obligations”). 

  
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 Subject to the provisions of this Article, the Guarantor hereby agrees that its Guarantee
hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof,
the entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes:
(a) any right to require the Trustee, the Holders or the Company (each, a “Benefited Party”) to proceed against the Company or any other person or to proceed against or exhaust any security held by a Benefited Party at any time or to
pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure
of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, protest and notice of any kind (except as expressly required by the
Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Company, any Benefited Party, any creditor
of the Guarantor or the Company or on the part of any other person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including
but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more
burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and
(g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by
payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under the Indenture. 
 If any Holder or the Trustee is required by any court or otherwise to return to either the Company or the Guarantor, or any trustee or similar official acting in relation to either the Company or the
Guarantor, any amount paid by the Company or the Guarantor to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes
and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Base Indenture for the purposes hereof, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article VI of the Base Indenture, such Guarantee Obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. 

  
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 Section 5.2 Execution and Delivery of Note Guarantee. 

(a) To evidence the Guarantee set forth in Section 5.1 hereof, the Guarantor agrees that a Notation of Guarantee
substantially in the form included in Exhibit B hereto shall be endorsed on each Note authenticated and delivered by the Trustee and that this First Supplemental Indenture shall be executed on behalf of the Guarantor by an Officer of the
Guarantor. 
 (b) The Guarantor agrees that the Guarantee set forth in this Article V shall remain in full force
and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of the Guarantee. 
 (c) If an Officer whose facsimile signature is on a Note or a notation of Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Guarantee is endorsed, the
Guarantee shall be valid nevertheless. 
 (d) The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in this First Supplemental Indenture on behalf of the Guarantor. 

Section 5.3 Limitation of Guarantor’s Liability; Certain Bankruptcy Events. 

(a) The Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties
that the Guarantee Obligations of the Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law. To effectuate the foregoing intention, the Holders and the Guarantor hereby irrevocably agree that the Guarantee Obligations of the Guarantor under this Article V shall be limited to the maximum amount as shall, after
giving effect to all other contingent and fixed liabilities of the Guarantor, result in the Guarantee Obligations of the Guarantor under the Note Guarantee not constituting a fraudulent transfer or conveyance. 

(b) The Guarantor hereby covenants and agrees, to the fullest extent that it may do so under applicable law, that in the
event of the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, the Guarantor shall not file (or join in any filing of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Note Guarantee and hereby waives and agrees not to take the benefit of any such stay of execution, whether under Section 362 or 105 of the Bankruptcy Law or otherwise. 

Section 5.4 Application of Certain Terms and Provisions to the Guarantor. 

(a) For purposes of any provision of the Indenture which provides for the delivery by the Guarantor of an Officers’
Certificate and/or an Opinion of Counsel, the definitions of such terms in Section 1.2 hereof shall apply to the Guarantor as if references therein to the Company or the Guarantor, as applicable, were references to the Guarantor. 

  
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 (b) Any notice or demand which by any provision of the Indenture is required
or permitted to be given or served by the Trustee or by the Holders of Notes to or on the Guarantor may be given or served as described in Section 10.2 of the Base Indenture as if references therein to the Company were references to the
Guarantor. 
 (c) Upon any demand, request or application by the Guarantor to the Trustee to take any action
under the Indenture, the Guarantor shall furnish to the Trustee such certificates and opinions as are required in Section 10.1 hereof as if all references therein to the Company were references to the Guarantor. 

ARTICLE VI 

ADDITIONAL COVENANTS 
 The following additional covenants shall apply with respect to the Notes so long as any of the Notes remain outstanding: 
 Section 6.1 Maintenance of Office or Agency. 
 The Company will
maintain an office or agency in the United States where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or redemption and where notices and demands to or upon the Company in respect of the Notes
and the Indenture may be served. As of the date of the Indenture, such office shall be the Corporate Trust Office and, at any other time, at such other address as the Trustee may designate from time to time by notice to the Company. The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office. 
 The Company may also from time to time designate co-registrars and one or more offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

The Company hereby initially designates the Trustee as Paying Agent, Service Agent, Registrar and Custodian and the Corporate Trust
Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. 
 Section 6.2 Appointments
to Fill Vacancies in Trustee’s Office. 
 The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, upon the terms and conditions and otherwise as provided in Section 7.8 of the Base Indenture, a Trustee, so that there shall at all times be a Trustee hereunder. 

  
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 Section 6.3 Reports. 

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company
will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: 

(i) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company
were required to file such reports; and 
 (ii) all current reports that would be required to be filed with the
SEC on Form 8-K if the Company were required to file such reports. 
 All such reports will be prepared in all material respects in accordance
with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s Consolidated Financial Statements by its independent registered public accounting firm. 

(b) If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the
Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of
causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will make the reports referred to in the preceding paragraph available on its website
within the time periods that would apply if the Company were required to file those reports with the SEC. 
 Section 6.4 Limitations on
Incurrence of Debt. 
 (a) The Company will not, and will not permit any of its Subsidiaries to, Incur any
Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately after giving effect to the Incurrence of such Indebtedness and the
application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the Company’s annual or quarterly report most recently furnished to Holders of the Notes or
filed with the SEC, as the case may be. 
 (b) The Company will not, and will not permit any of its Subsidiaries
to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of
the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the Company’s annual or quarterly report most recently furnished to Holders of the
Notes or filed with the SEC, as the case may be. 

  
 21 








 (c) The Company and its Subsidiaries will at all times maintain Total
Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. 
 (d)
The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if
the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the Company’s annual or quarterly report most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in
accordance with Section 6.3 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after
giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: 

(i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such
quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; 
 (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to
the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any
revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); 
 (iii) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first
day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and 
 (iv) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries
from the first day of such quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the
first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation. 

  
 22 








 Section 6.5 Maintenance of Properties. 

The Company shall cause all of its material properties used or useful in the conduct of its business or the business of any Subsidiary to
be maintained and kept in good condition, repair and working order, casualty and condemnation excepted (and the Company may take out of service for a period of time, any of its properties that have been condemned or suffered any loss due to casualty
in order to make such repairs, betterments and improvements), all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided,
however, notwithstanding anything herein to the contrary, (i) the Company may discontinue the maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the
business of any Consolidated Subsidiary and not disadvantageous in any material respect to the Holders, and (ii) the Company and its Subsidiaries may sell or otherwise dispose of any of their properties for value in the ordinary course of
business. 
 Section 6.6 Insurance. 
 The Company shall cause each of its properties and each of the properties of its Subsidiaries to be insured against loss of damage with insurers of recognized responsibility, in commercially reasonable
amounts and types as determined by the Company and with insurers of recognized responsibility. 
 ARTICLE VII 

DEFAULTS AND REMEDIES 
 Sections 7.1 and 7.2 hereof shall replace Sections 6.1 and 6.2 of the Base Indenture with respect to the Notes only. 
 Section 7.1 Events of Default. 
 “Event of Default,” wherever
used herein or in the Base Indenture with respect to the Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (a) default for thirty (30) days in the payment of any installment of interest under the Notes; or 
 (b) default in the payment of the principal amount or Redemption Price due with respect to the Notes, when the same becomes due and payable; or 

(c) each of the Company and the Guarantor fails to comply with any of its other agreements contained in the Notes or the
Indenture upon receipt by the Company of notice of such default by the Trustee or by Holders of not less than 25% in aggregate principal amount of the Notes then outstanding and the Company or the Guarantor, as applicable, fails to cure (or obtain a
waiver of) such default within sixty (60) days after the Company receives such notice; or 

  
 23 








 (d) failure to pay any Indebtedness that is (a) of the Company, the
Guarantor or any Subsidiary in which the Company has invested at least $50,000,000 in capital (a “Significant Subsidiary”) or any entity in which the Company is the general partner, and (b) in an outstanding principal amount in excess
of $50,000,000 at final maturity or upon acceleration after the expiration of any applicable grace period, which Indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within thirty (30) days after
written notice to the Company from the Trustee (or to the Company and the Trustee from Holders of at least 25% in principal amount of the outstanding Notes); or 
 (e) the Company, the Guarantor or any Significant Subsidiary pursuant to or under or within meaning of any Bankruptcy Law: 

(i) commences a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the
Company, the Guarantor or a Significant Subsidiary or its debts or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company, the Guarantor or a Significant Subsidiary or any substantial part of
the property of the Company, the Guarantor or a Significant Subsidiary; or 
 (ii) consents to any such relief or
to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Company, the Guarantor or a Significant Subsidiary; or 

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

(iv) makes a general assignment for the benefit of creditors; or 

(f) an involuntary case or other proceeding shall be commenced against the Company, the Guarantor or any Significant
Subsidiary seeking liquidation, reorganization or other relief with respect to the Company, the Guarantor or a Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company, the Guarantor or a Significant Subsidiary or any substantial part of the property of the Company, the Guarantor or a Significant Subsidiary, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) calendar days; or 
 (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that 
 (i) is for relief against the Company, the Guarantor or any of Significant Subsidiary in an involuntary case or proceeding; 

  
 24 








 (ii) appoints a trustee, receiver, liquidator, custodian or other similar
official of the Company, the Guarantor or a Significant Subsidiary or any substantial part of the property of the Company, the Guarantor or a Significant Subsidiary; or 

(iii) orders the liquidation of the Company, the Guarantor or a Significant Subsidiary; 

and, in each case in this clause (g), the order or decree remains unstayed and in effect for thirty (30) calendar days. 

The term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
 Section 7.2
Acceleration of Maturity; Rescission and Annulment. 
 If an Event of Default with respect to the Notes at the time
outstanding occurs and is continuing (other than an Event of Default referred to in Section 7.1(e), 7.1(f) or 7.1(g)), then in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may
declare the principal amount of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 7.1(e), 7.1(f) or 7.1(g) shall occur, the principal
amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

 At any time after the principal amount of and premium, if any, and interest on the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, Holders of a majority in aggregate principal amount of the Notes then outstanding on behalf of the Holders of
all of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default and rescind and annul such declaration and its consequences, subject in all respects to Section 6.13 of the Base
Indenture, if: (a) all Events of Default, other than the nonpayment of the principal amount and any accrued and unpaid interest that have become due solely because of such acceleration, have been cured or waived; and (b) the Company or the
Guarantor has deposited with the Trustee all required payments of the principal of and interest on, the Notes, plus the reasonable compensation and reimbursement for the Trustee’s expenses, disbursements and advances pursuant to
Section 7.7 of the Base Indenture. No such rescission and annulment shall extend to or shall affect any subsequent default or Event of Default, or shall impair any right consequent thereon. The Company shall notify in writing a Responsible
Officer of the Trustee, promptly upon becoming aware thereof, of any Event of Default, as provided in Section 4.3 of the Base Indenture. 

  
 25 








 ARTICLE VIII 
 AMENDMENTS AND WAIVERS 
 Sections 8.1 and 8.2 hereof shall replace Sections
9.1 and 9.2 of the Base Indenture with respect to the Notes only. 
 Section 8.1 Without Consent of Holders. 

The Company, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time, and at
any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: 
 (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that this action shall not adversely affect the interests of the Holders of the Notes in any material respect;

 (b) to evidence a successor to the Company as obligor or to the Guarantor as guarantor under the Indenture; 

(c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; 

(d) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; 

(e) to provide for the acceptance of appointment of a successor Trustee or facilitate the administration of the trusts under the
Indenture by more than one Trustee; 
 (f) to comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA; 
 (g) to reflect the release of the Guarantor as guarantor, in accordance with
the Indenture; 
 (h) to secure the Notes; 
 (i) to add guarantors with respect to the Notes; and 
 (j) to conform the text of
the Indenture, any Guarantee or the Notes to any provision of the description thereof set forth in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of the Indenture, such Note
Guarantee or the Notes (as certified in an Officers’ Certificate). 
 Upon the written request of the Company, accompanied
by a copy of the resolutions of the Board of Directors certified by the Guarantor’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Company and the
Guarantor in the execution of any such supplemental indenture, to make any 

  
 26 








 
further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. 

Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantor and the
Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 8.2. 
 Section 8.2 With Consent of Holders. 
 With the consent of the Holders
of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Company, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such
supplemental indenture shall, without the consent of the Holder of each Note so affected: 
 (a) reduce the
principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; 
 (b) reduce the
rate of or extend the time for payment of interest (including default interest) on the Notes; 
 (c) reduce the
principal of or premium, if any, on or change the Stated Maturity of the Notes; 
 (d) waive a Default or Event
of Default in the payment of the principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the outstanding Notes and a waiver of the
payment default that resulted from such acceleration); 
 (e) make the principal of or premium, if any, or
interest on the Notes payable in any currency other than that stated in the Notes; 
 (f) make any change in
Section 6.8 of the Base Indenture, 6.13 of the Base Indenture or Section 8.2(g) hereof (this sentence); 
 (g) waive a redemption payment with respect to the Notes; or 
 (h)
release the Guarantor other than as provided in the Indenture or modify the Guarantee in any manner adverse to the Holders. 

Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by the
Guarantor’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and the


  
 27 








 
Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 
 It shall not
be necessary for the consent of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 

ARTICLE IX 

MEETINGS OF HOLDERS OF NOTES 
 Section 9.1 Purposes for Which Meetings May Be Called. 
 A meeting of
Holders may be called at any time and from time to time pursuant to this Article IX to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other act provided by the Indenture to be made, given or taken by
Holders. 
 Section 9.2 Call, Notice and Place of Meetings. 

(a) The Trustee may at any time call a meeting of Holders for any purpose specified in Section 9.1 hereof, to be held
at such time and at such place in The City of New York, New York as the Trustee shall determine. Notice of every meeting of Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 10.2 of the Base Indenture, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 

(b) In case at any time the Company, the Guarantor or the Holders of at least 10% in principal amount of the outstanding
Notes shall have requested the Trustee to call a meeting of the Holders for any purpose specified in Section 9.1 hereof, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall
not have mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company, the Guarantor,
if applicable, or the Holders in the amount above specified, as the case may be, may determine the time and the place in the City of New York, New York, for such meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (a) of this Section. 
 Section 9.3 Persons Entitled to Vote at Meetings. 

To be entitled to vote at any meeting of Holders, a person shall be (a) a Holder of one or more outstanding Notes, or (b) a
person appointed by an instrument in writing as proxy for a Holder or Holders of one or more outstanding Notes by such Holder or Holders; provided, that none of the Company, any other obligor upon the Notes or any Affiliate of the Company shall be
entitled to vote at any meeting of Holders or be counted for purposes of determining a quorum at 

  
 28 








 
any such meeting in respect of any Notes owned by such persons. The only persons who shall be entitled to be present or to speak at any meeting of Holders shall be the persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its counsel, any representatives of the Guarantor and its counsel and any representatives of the Company and its counsel. 

Section 9.4 Quorum; Action. 
 The persons entitled to vote a majority in principal amount of the outstanding Notes shall constitute a quorum for a meeting of Holders; provided, however, that if any action is to be taken at the
meeting with respect to a consent or waiver which may be given by the Holders of not less than a specified percentage in principal amount of the outstanding Notes, the persons holding or representing the specified percentage in principal amount of
the outstanding Notes will constitute a quorum. In the absence of a quorum within thirty (30) minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders, be dissolved. In any other case the
meeting may be adjourned for a period of not less than ten (10) days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than ten (10) days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 9.2 hereof, except that such notice need be given only once not less than five (5) days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly
the percentage, as provided above, of the principal amount of the outstanding Notes which shall constitute a quorum. 
 Except
as limited by the proviso to Section 8.2 hereof, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in
principal amount of the outstanding Notes; provided, however, that, except as limited by the proviso to Section 8.2 hereof, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other
action which the Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the outstanding Notes may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the outstanding Notes. 
 Any resolution passed or decision taken at any meeting of Holders duly held in accordance with this Section 9.4 shall be binding on all the Holders, whether or not such Holders were present or
represented at the meeting. 
 Section 9.5 Determination of Voting Rights; Conduct and Adjournment of Meetings. 

(a) Notwithstanding any other provisions of the Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders in regard to proof of the holding of Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. 

  
 29 








 (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 9.2(b) hereof, in which case the Company, the Guarantor or the Holders calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in principal amount of the outstanding Notes of such series represented at the
meeting. 
 (c) At any meeting, each Holder or proxy shall be entitled to one (1) vote for each $1,000
principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder or proxy. 
 (d) Any meeting of
Holders duly called pursuant to Section 9.2 hereof at which a quorum is present may be adjourned from time to time by persons entitled to vote a majority in principal amount of the outstanding Notes represented at the meeting; and the meeting
may be held as so adjourned without further notice. 
 Section 9.6 Counting Votes and Recording Action of Meetings. 

The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures
of the Holders or of their representatives by proxy and the principal amounts and serial numbers of the outstanding Notes held or represented by them. The permanent chairman of the meeting shall appoint two (2) inspectors of votes who shall
count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the
proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.2 hereof and, if applicable, Section 9.4 hereof. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one (1) such copy shall be delivered to the Company and the Guarantor, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

  
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 ARTICLE X 
 MISCELLANEOUS PROVISIONS 
 Section 10.1 Evidence of Compliance with Conditions
Precedent, Certificates to Trustee. 
 This Section 10.1 shall replace Sections 10.4 and 10.5 of the Base Indenture with
respect to the Notes only. 
 Upon any application or demand by the Company to the Trustee to take any action under any of the
provisions of the Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in the Indenture relating to the proposed action have been complied with, and, if
requested by the Trustee, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
 Each certificate or opinion provided for in the Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in the Indenture shall include: (1) a
statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such
certificate or opinion is based; (3) a statement that, in the opinion of such person, such person has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant
or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of
Counsel may rely on an Officers’ Certificate or certificates of public officials. 
 Section 10.2 No Recourse Against Others.

 This Section 10.2 shall replace Section 10.8 of the Base Indenture with respect to the Notes only. 

Except as otherwise expressly provided in Article V of this First Supplemental Indenture, no recourse for the payment of the principal of
(including the Redemption Price upon redemption pursuant to Article IV hereof) or premium, if any, or interest on any Note or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this First Supplemental Indenture or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, partner, member, manager, employee, agent, officer,
director or subsidiary, as such, past, present or future, of the Guarantor, the Company or any of the Company’s Subsidiaries or of any successor thereto, either directly or through the Company or any of the Company’s Subsidiaries or any
successor thereto, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this First Supplemental Indenture and the issue of the Notes. 
 Section 10.3
Trust Indenture Act Controls. 
 If any provision of this First Supplemental Indenture limits, qualifies, or conflicts with
another provision which is required or deemed to be included in this First Supplemental Indenture by the TIA, such required or deemed provision shall control. 

  
 31 








 Section 10.4 Governing Law. 

THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE BASE INDENTURE,
FIRST SUPPLEMENTAL INDENTURE OR THE NOTES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. 

Section 10.5 Counterparts. 
 This First Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. 
 Section 10.6 Successors. 

All agreements of the Company and the Guarantor in this First Supplemental Indenture and the Notes shall bind their respective successors.
All agreements of the Trustee in this First Supplemental Indenture shall bind its successor. 
 Section 10.7 Severability.

 In case any provision in this First Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 10.8
Table of Contents, Headings, Etc. 
 The Table of Contents and headings of the Articles and Sections of this First
Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 10.9 Ratifications. 
 The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed. The Indenture shall be read, taken and construed as one and the same
instrument. All provisions included in this First Supplemental Indenture with respect to the Notes supersede any conflicting provisions included in the Base Indenture unless not permitted by law. The Trustee accepts the trusts created by the
Indenture, and agrees to perform the same upon the terms and conditions of the Indenture. 
 Section 10.10 Effectiveness.

 The provisions of this First Supplemental Indenture shall become effective as of the date hereof. 

  
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 Section 10.11 The Trustee. 

The Trustee accepts the trusts created by the Indenture, and agrees to perform the same upon the terms and conditions of the Indenture.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Company. The recitals contained herein shall be taken as the
statements solely of the Company, and the Trustee assumes no responsibility for the correctness thereof. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), excluding any creditor relationship
listed in TIA Section 311(b), the Trustee shall be subject to the provisions of the TIA regarding the collection of the claims against the Company (or any such other obligor). If the Trustee has or shall acquire a conflicting interest within
the meaning of the TIA, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed by their respective officers hereunto duly authorized, all as of the day and year first written above. 
  

					
	 DIGITAL REALTY TRUST, L.P.,
 as the Company

		
	By:	 	 Digital Realty Trust, Inc.
 Its Sole General Partner

		
	By:	 	           /s/ A. William
Stein

		 	Name:	 	A. William Stein
		 	Title:	 	 Chief Financial Officer,

Chief Investment Officer
 and
Secretary

	
	 DIGITAL REALTY TRUST, INC.,
 as the Guarantor

		
	By:	 	           /s/ A. William
Stein

		 	Name:	 	A. William Stein
		 	Title:	 	 Chief Financial Officer,

Chief Investment Officer
 and
Secretary

	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Trustee
		
	By:	 	           /s/ Carol
Ng

		 	Name:	 	Carol Ng
		 	Title:	 	Vice President
		
	By:	 	           /s/ Jennifer
Davis

		 	Name:	 	Jennifer Davis
		 	Title:	 	Assistant Vice President


 [Signature
Page to First Supplemental Indenture] 






 EXHIBIT A 
 DIGITAL REALTY TRUST, L.P. 
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 3.2 OF THE FIRST SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.2 OF THE FIRST SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO
THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. 

  
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 DIGITAL REALTY TRUST, L.P. 

5.250% NOTES DUE 2021 

Certificate No. [    ] 
 CUSIP No.: [        ] 
 ISIN:
[        ] 

$[            ] 

Digital Realty Trust, L.P., a Maryland limited partnership (herein called the “Company”, which term includes any successor corporation under
the Indenture referred to on the reverse hereof), for value received hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of
[                    ] DOLLARS
($[                    ]), or such lesser amount as is set forth in the Schedule of Exchanges of Interests in the Global Note on the other
side of this Note, on March 15, 2021 at the office or agency of the Company maintained for that purpose in accordance with the terms of the Indenture, in such coin or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest semi-annually on March 15 and September 15 of each year, commencing
[                    ], on said principal sum at said office or agency, in like coin or currency, at the rate per annum of 5.250%, from
March 15 or September 15, as the case may be, next preceding the date of this Note to which interest has been paid or duly provided for, unless no interest has been paid or duly provided for on the Notes, in which case from March 8,
2011, until payment of said principal sum has been made or duly provided for. The Company shall pay interest to Holders of record on the March 1 or September 1 preceding the applicable March 15 or September 15 interest payment
date, respectively, in accordance with the terms of the Indenture. The Company shall pay interest on any Notes in certificated form by check mailed to the address of the person entitled thereto; provided, however, that a Holder of any Notes
in certificated form in the aggregate principal amount of more than $2,000,000 may specify by written notice to the Company that it pay interest by wire transfer of immediately available funds to the account specified by the Holder in such notice,
or on any Global Notes by wire transfer of immediately available funds to the account of the Depository or its nominee. 
 The Company promises
to pay interest on overdue principal, premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) interest at the rate of 1% per annum above the rate borne by the Notes. 

Reference is made to the further provisions of this Note set forth on the reverse hereof and the Indenture governing this Note. Such further provisions
shall for all purposes have the same effect as though fully set forth at this place. 
 This Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture. 

  
 A-2








 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

Dated: [            ], 20[    ] 

 

			
	DIGITAL REALTY TRUST, L.P.
	
	By: Digital Realty Trust, Inc., Its Sole General Partner



			
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes described in the within-named Indenture. 

Dated: [            ], 20[    ] 

 

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
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 [FORM OF REVERSE SIDE OF NOTE] 

DIGITAL REALTY TRUST, L.P. 
 5.250% NOTES DUE 2021 
 This Note is one of a duly authorized issue of Securities of the
Company, designated as its 5.250% Notes due 2021 (herein called the “Notes”), issued under and pursuant to an Indenture dated as of March 8, 2011 (herein called the “Base Indenture”), among the Company, the Guarantor and
Deutsche Bank Trust Company Americas, as trustee (herein called the “Trustee”), as supplemented by the Supplemental Indenture No. 1, dated as of March 8, 2011 (herein called the “First Supplemental Indenture,” and
together with the Base Indenture, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes. Capitalized terms used but not otherwise defined in this Note shall have the respective meanings ascribed thereto in the Indenture. 
 If an Event of Default (other than an Event of Default specified in Sections 7.1(e), 7.1(f) and 7.1(g) of the First Supplemental Indenture with respect to the Company) occurs and is continuing, the
principal of, premium, if any, and accrued and unpaid interest on all Notes may be declared to be due and payable by either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, and, upon said
declaration the same shall be immediately due and payable. If an Event of Default specified in Sections 7.1(e), 7.1(f) and 7.1(g) of the First Supplemental Indenture occurs with respect to the Company, the principal of and premium, if any, and
interest accrued and unpaid on all the Notes shall be immediately and automatically due and payable without necessity of further action. 
 The
Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Notes, subject to exceptions set forth in Section 8.2 of
the First Supplemental Indenture. Subject to the provisions of the Indenture, the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any
past default or Event of Default, subject to exceptions set forth in the Indenture. 
 No reference herein to the Indenture and no provision of
this Note or of the Indenture shall impair, as among the Company and the Holder of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the place, at
the respective times, at the rate and in the coin or currency prescribed herein and in the Indenture. 
 Interest on the Notes shall be computed
on the basis of a 360-day year consisting of twelve 30-day months. 

  
 A-5








 The Notes are issuable in fully registered form, without coupons, in denominations of $1,000 principal
amount and any multiple of $1,000. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, without payment of any service charge but with payment of a sum
sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration or exchange of Notes, Notes may be exchanged for a like aggregate principal amount of Notes of any other authorized
denominations. 
 The Company shall have the right to redeem the Notes under certain circumstances as set forth in Section 4.1,
Section 4.2 and Section 4.3 of the First Supplemental Indenture. 
 The Notes are not subject to redemption through the operation of
any sinking fund. 
 Except as expressly provided in Article V of the First Supplemental Indenture, no recourse for the payment of the principal
of or any premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or in any supplemental indenture
or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, partner, member, manager, employee, agent, officer, director or subsidiary, as such, past, present or future, of
the Guarantor, the Company or any of the Company’s Subsidiaries or of any successor thereto, either directly or through the Guarantor, the Company or any of the Company’s subsidiaries or of any successor thereto, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as consideration for, the
execution of the Indenture and the issue of this Note. 

  
 A-6








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

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

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

 
  
  

 
  

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

and irrevocably appoint                   
                                         
                                         
                                         
                                         
                              
 to transfer this Note on the books of the Company. The agent may substitute another to act for him. 
 Date:                      

 

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


 Signature Guarantee*:                             

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-7








 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE * 
 The following exchanges of a part
of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of

Exchange
	 	 Amount of

decrease in principal amount
 at maturity of
 this Global Note
	 	 Amount of

increase in principal
 amount
 at maturity of

this Global Note
	 	 Principal amount

at maturity of this Global Note
 following such decrease
 (or increase)
	 	 Signature of

authorized officer of
 Trustee or Custodian



  
 A-8








 EXHIBIT B 
 [FORM OF NOTATION OF GUARANTEE] 
 The Guarantor listed below (hereinafter referred to as the
“Guarantor,” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantor, the Company (defined below) and Deutsche Bank Trust Company Americas, as trustee (the “Base Indenture”),
as supplemented by the Supplemental Indenture No. 1, dated the date hereof (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), has irrevocably and unconditionally guaranteed on a
senior basis the Guarantee Obligations (as defined in Section 5.1 of the First Supplemental Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest, if any, on the 5.250% Notes due 2021
(the “Notes”) of Digital Realty Trust, L.P., a Maryland limited partnership (the “Company”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue
principal and premium, if any, and (to the extent permitted by law) interest on any interest on the Notes, and the due and punctual performance of all other obligations of the Company, to the Holders of the Notes or the Trustee all in accordance
with the terms set forth in Article V of the First Supplemental Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. 

The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article V of the First Supplemental Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. 
 No
past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. 
 The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to
the Notes and all demands whatsoever. 
 This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the
Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. 

  
 B-1








 This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on
the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual or facsimile signature of one of its authorized officers. 
 The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. 

THE TERMS OF ARTICLE V OF THE FIRST SUPPLEMENTAL INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. 

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. 

  
 B-2








 IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly executed.

 Dated: [            ], 20[    ] 

 

					
	Digital Realty Trust, Inc.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 B-3