EX-4.3




 Exhibit 4.3 

2.396% SENIOR NOTES DUE 2025 

3.250% SENIOR NOTES DUE 2032 

4.150% SENIOR NOTES DUE 2052 

NINTH SUPPLEMENTAL INDENTURE 

among 
 APTIV PLC, 

as Issuer 
 APTIV CORPORATION, 

as Co-Obligor 

APTIV GLOBAL FINANCING LIMITED, 

as Guarantor 
 WILMINGTON TRUST,
NATIONAL ASSOCIATION, 
 as Trustee 

and 
 DEUTSCHE BANK TRUST COMPANY
AMERICAS, 
 as Registrar, Paying Agent and Authenticating Agent 

Dated as of February 18, 2022 











 TABLE OF CONTENTS 
  

							
		 		  	 	PAGE	 
	ARTICLE 1 	  

	 DEFINITIONS 
	  	 	1 	 
			
	 Section 1.01.
	 	Definition of Terms	  	 	1	 
	 Section 1.02.
	 	Other Definitions	  	 	6	 
	
	ARTICLE 2 	  

	 TERMS AND CONDITIONS OF THE NOTES 
	  	 	7 	 
			
	 Section 2.01.
	 	Terms of the Notes	  	 	7	 
	 Section 2.02.
	 	Execution and Authentication	  	 	11	 
	
	ARTICLE 3 	  

	 REDEMPTION OF THE NOTES 
	  	 	12	 
			
	 Section 3.01.
	 	Optional Redemption	  	 	12	 
	 Section 3.02.
	 	Tax Redemption	  	 	14	 
	 Section 3.03.
	 	Special Mandatory Redemption	  	 	15	 
	
	ARTICLE 4 	  

	 NOTE GUARANTEES 
	  	 	16	 
			
	 Section 4.01.
	 	Note Guarantees	  	 	16	 
	 Section 4.02.
	 	Future Guarantees	  	 	16	 
	 Section 4.03.
	 	Abandonment and Waiver Rights	  	 	16	 
	
	ARTICLE 5 	  

	 COVENANTS 
	  	 	16	 
			
	 Section 5.01.
	 	Limitation on Liens	  	 	16	 
	 Section 5.02.
	 	Limitation on Sale/Leaseback Transactions	  	 	19	 
	 Section 5.03.
	 	Payments of Additional Amounts	  	 	20	 
	 Section 5.04.
	 	Change of Control Triggering Event	  	 	22	 
	 Section 5.05.
	 	U.S. Federal Income Tax Treatment	  	 	24	 
	
	ARTICLE 6 	  

	 MERGER AND CONSOLIDATION 
	  	 	24	 
			
	 Section 6.01.
	 	Merger and Consolidation	  	 	24	 
	 Section 6.02.
	 	Successor Company	  	 	25	 
	
	ARTICLE 7 	  

	 EVENTS OF DEFAULT 
	  	 	25	 
			
	 Section 7.01.
	 	Events of Default	  	 	25	 
	 Section 7.02.
	 	Limitations on Suits	  	 	26	 


  
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	ARTICLE 8 	  

	 AMENDMENTS AND WAIVERS 
	  	 	26	 
			
	 Section 8.01.
	 	Without Consent of Holder	  	 	26	 
	
	ARTICLE 9 	  

	 MISCELLANEOUS 
	  	 	26	 
			
	 Section 9.01.
	 	Ratification of Base Indenture	  	 	26	 
	 Section 9.02.
	 	Governing Law; Submission to Jurisdiction	  	 	26	 
	 Section 9.03.
	 	Separability	  	 	27	 
	 Section 9.04.
	 	Counterparts	  	 	27	 
	 Section 9.05.
	 	Trustee Disclaimer	  	 	27	 
	 Section 9.06.
	 	Electronic Signatures	  	 	27	 

  

			
	 EXHIBITS
	 	
		
	 Exhibit A
	 	 Form of 2025 Note

	 Exhibit B
	 	 Form of 2032 Note

	 Exhibit C
	 	 Form of 2052 Note



  
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 NINTH SUPPLEMENTAL INDENTURE, dated as of February 18, 2022 (this “Ninth
Supplemental Indenture”), among Aptiv PLC, a public limited company formed under the laws of Jersey (the “Issuer”), Aptiv Corporation, a Delaware corporation (the
“Co-Obligor” and, together with the Issuer, the “Issuers”), Aptiv Global Financing Limited, an indirect subsidiary of the Issuer, Wilmington Trust, National Association, a
national banking association, as trustee (together with its successors and assigns in such capacity, the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Registrar, Paying Agent and
Authenticating Agent under the Senior Indenture, dated as of March 10, 2015, among the Issuer, the guarantors from time to time party thereto, Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, and the
Trustee (the “Base Indenture” and, together with this Ninth Supplemental Indenture, the “Indenture”). 

WHEREAS, the Issuer executed and delivered the Base Indenture to the Trustee to provide, among other things, for the future issuance of the
Issuer’s Notes to be issued from time to time in one or more series as might be determined by the Issuer under the Base Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered as provided in the Indenture;

 WHEREAS, Section 2.03 of the Base Indenture provides for various matters with respect to any series of Notes issued under the Base
Indenture to be established in an indenture supplemental to the Base Indenture; 
 WHEREAS, Section 9.01 of the Base Indenture provides
for the Issuer and the Trustee to enter into a supplemental indenture to the Base Indenture to establish the form or terms of Notes of any series as permitted by Section 2.03 of the Base Indenture; 

WHEREAS, pursuant to the terms of the Base Indenture, the Issuers desire to provide for the establishment of three new series of Notes to be
known as their 2.396% Senior Notes due 2025 (the “2025 Notes”), their 3.250% Senior Notes due 2032 (the “2032 Notes”) and their 4.150% Senior Notes due 2052 (the “2052 Notes” and, together with the
2025 Notes and the 2032 Notes, the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Ninth Supplemental Indenture; and 

WHEREAS, the Issuers have requested that the Trustee execute and deliver this Ninth Supplemental Indenture and all requirements necessary to
make (i) this Ninth Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Issuers and authenticated and delivered by the Authenticating Agent, the valid obligations of the Issuers,
have been performed, and the execution and delivery of this Ninth Supplemental Indenture has been duly authorized in all respects. 
 NOW
THEREFORE, in consideration of the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the form 2025 Note, the form 2032 Note and the form 2052 Note, and substance of
the 2025 Notes, the 2032 Notes and the 2052 Notes, and the terms, provisions and conditions thereof, the Issuers and the Guarantor covenant and agree with the Trustee as follows: 

ARTICLE 1 
 DEFINITIONS 

Section 1.01. Definition of Terms. Unless the context otherwise requires: 

(a) a term defined in the Base Indenture has the same meaning when used in this Ninth Supplemental Indenture unless the definition of such
term is otherwise provided pursuant to this Ninth Supplemental Indenture, in which case the definition in this Ninth Supplemental Indenture shall govern solely with respect to the Notes; 

  
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 (b) a term defined anywhere in this Ninth Supplemental Indenture has the same meaning
throughout; 
 (c) the singular includes the plural and vice versa; 

(d) unless stated otherwise, a reference to a Section or Article is to a Section or Article in this Ninth Supplemental Indenture; 

(e) headings are for convenience of reference only and do not affect interpretation; and 

(f) the following terms have the meanings given to them in this Section 1.01(f): 

“Acquisition” means the acquisition by the Issuer of Wind River Systems, Inc. pursuant to that certain Agreement and Plan of
Merger dated as of January 10, 2022. 
 “Additional 2025 Notes” means additional 2025 Notes constituting part of the
same series as the 2025 Notes issued on the Issue Date having identical terms and conditions to the 2025 Notes, except with respect to issue date, issue price and interest prior to the first Interest Payment Date. 

“Additional 2032 Notes” means additional 2032 Notes constituting part of the same series as the 2032 Notes issued on the
Issue Date having identical terms and conditions to the 2032 Notes, except with respect to issue date, issue price and interest prior to the first Interest Payment Date. 

“Additional 2052 Notes” means additional 2052 Notes constituting part of the same series as the 2052 Notes issued on the
Issue Date having identical terms and conditions to the 2052 Notes, except with respect to issue date, issue price and interest prior to the first Interest Payment Date. 

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction that does not result in a Capitalized Lease
Obligation, the present value (computed in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such
lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of: 

(1) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the
Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated); and 

(2) the Attributable Debt determined assuming no such termination. 

“Board of Directors” means the board of directors of either of the Issuers or any committee thereof duly authorized to act on
behalf of the board of directors of either of the Issuers. 
 “Business Day” means each day which is not a Legal Holiday.


  
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 “Capital Stock” of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity. 

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized
lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP. 

“Cash Management Obligations” means obligations in respect of overdraft and related liabilities arising from treasury,
depositary and cash management services or any automated clearing house transfers of funds or participating in commercial (or purchasing) card programs. 

“Code” means the U.S. Internal Revenue Code of 1986, as amended. 

“Company” means Aptiv International Holdings (UK) LLP, a limited liability partnership organized under the laws of England
and Wales (and its successors). 
 “Consolidated Total Assets” means, at any time, the total consolidated assets of the
Company and its Subsidiaries, as shown on the most recent balance sheet of the Company at such time calculated on a pro forma basis to give effect to any acquisition or disposition of any Person or line of business after the date thereof. 

“Credit Agreement” means the Third Amended and Restated Credit Agreement, dated as of June 24, 2021, by and among the
Issuers, the Guarantor, the subsidiary borrowers from time to time party thereto, the several lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (including, without limitation, any
guarantee agreements and security documents), in each case as such agreements may be further amended (including any amendment and restatement thereof), supplemented, extended or otherwise modified from time to time. 

“Credit Facilities” means (1) the Credit Agreement and (2) one or more debt facilities, indentures or other
agreements refinancing, replacing, amending, restating or supplementing (whether or not contemporaneously and whether or not related to the agreements specified above) or otherwise restructuring or increasing the amount of available borrowings or
other credit extensions under or making Subsidiaries of the Company a borrower, additional borrower or guarantor under, all or any portion of the Indebtedness under such agreement or any successor, replacement or supplemental agreement and whether
including any additional obligors or with the same or any other agent, lender or group of lenders or with other financial institutions or lenders. 

“Domestic Subsidiary” means any Subsidiary that was formed under the laws of the United States, any state of the United
States or the District of Columbia. 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to
acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date set
forth in: 
 (1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants, 

  
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 (2) statements and pronouncements of the Financial Accounting Standards
Board, 
 (3) such other statements by such other entities as approved by a significant segment of the accounting profession,
and 
 (4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma
financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

 Notwithstanding the foregoing, any lease of the Company or its Subsidiaries that would have been classified and accounted for as an
operating lease under GAAP prior to the change in GAAP pursuant to the Financial Accounting Standards Board’s Accounting Standards Update Topic 842 shall be treated as an operating lease for purposes of the Indenture. 

“Guarantor” means Aptiv Global Financing Limited and any Person that provides a Note Guarantee under the Indenture. 

“Indebtedness” means the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money. 

Notwithstanding the foregoing, (i) in connection with the purchase by the Company or any Subsidiary of any business, the term
“Indebtedness” will exclude bona fide post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such
business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days
thereafter and (ii) Cash Management Obligations and other obligations in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements shall not constitute Indebtedness. 

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as
described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time. 

“interest” means, with respect to the Notes, interest on the Notes and any Additional Amounts in respect thereof. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by Standard & Poor’s, or if Moody’s or Standard & Poor’s shall cease to provide a rating of the Notes, an equivalent rating by any other Ratings Agency. 

“Issue Date” means February 18, 2022. 

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge in the nature of an encumbrance of any kind
(including any conditional sale or other title retention agreement or lease in the nature thereof); provided that any obligation in respect of an operating lease shall not be deemed a lien. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business. 

  
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 “Note Guarantee” means each guarantee of the obligations with respect to
the Notes issued by a Guarantor pursuant to the terms of the Indenture. 
 “Officer” means the Chairman of the Board, the
Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary of either of the Issuers. “Officer” of the Guarantor has a correlative meaning. 

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an
employee of or counsel to the Issuers or the Guarantor. 
 “principal”, (i) with respect to the 2025 Notes, means the
principal of the 2025 Notes plus the premium, if any, payable on the 2025 Notes which is due or overdue or is to become due at the relevant time and any Additional Amounts in respect thereof, (ii) with respect to the 2032 Notes, means the
principal of the 2032 Notes plus the premium, if any, payable on the 2032 Notes which is due or overdue or is to become due at the relevant time and any Additional Amounts in respect thereof and (iii) with respect to the 2052 Notes, means the
principal of the 2052 Notes plus the premium, if any, payable on the 2052 Notes which is due or overdue or is to become due at the relevant time and any Additional Amounts in respect thereof. 

“Principal Property” means any manufacturing or production plant located in the United States of America (including fixtures
but excluding leases and other contract rights which might otherwise be deemed real property) owned by the Company or any Restricted Subsidiary, whether owned on the date hereof or thereafter, provided each such plant has a net book value at
the date as of which the determination is being made of in excess of 1% of the Consolidated Total Assets of the Company and its Subsidiaries, other than any such plant which, in the opinion of the Board of Directors (evidenced by a certified board
resolution thereof delivered to the Trustee), is not of material importance to the business conducted by the Company and its Subsidiaries taken as a whole. 

“Ratings Agency” means (a) Standard & Poor’s and Moody’s or (b) if Standard &
Poor’s or Moody’s or either or both of them shall not make a rating on the Notes of the applicable series publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as
certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s or Moody’s or either or both of them, as the case may be. 

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or
retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, including, in any such case from time to time, after the discharge of the Indebtedness being Refinanced. “Refinanced” and
“Refinancing” shall have correlative meanings. 
 “Refinancing Indebtedness” means Indebtedness that is
incurred to Refinance (including pursuant to any defeasance or discharge mechanism) any Indebtedness of the Company or any Subsidiary existing on the Issue Date or incurred in compliance with the Indenture (including Indebtedness that Refinances
Refinancing Indebtedness); provided, however, that such Refinancing Indebtedness is incurred in an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) that is equal to or less than the
aggregate principal amount of the Indebtedness being refinanced (or if issued with original issue discount, the aggregate accreted value) then outstanding (or that would be outstanding if the entire committed amount of any credit facility being
Refinanced were fully drawn) (plus fees and expenses, including any premium and defeasance costs and accrued interest). 

“Restricted Subsidiary” means any Domestic Subsidiary of the Company that directly owns any Principal Property. 

  
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 “Sale and Leaseback Transaction” means an arrangement relating to property,
plant or equipment now owned or hereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary leases it from such Person,
other than (i) leases between the Company and a Subsidiary or between Subsidiaries or (ii) any such transaction entered into with respect to any property, plant or equipment or any improvements thereto at the time of, or within 180 days
after, the acquisition or completion of construction of such property, plant or equipment or such improvements (or, if later, the commencement of commercial operation of any such property, plant or equipment), as the case may be, to finance the cost
of such property, plant or equipment or such improvements, as the case may be. 
 “Significant Subsidiary” means any
Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02(w)(1) or (2) under Regulation S-X
promulgated by the SEC as in effect on the Issue Date. 
 “Standard & Poor’s” means
Standard & Poor’s Ratings Services, a division of S&P Global Inc., and any successor to its rating business. 

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of
the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by: 
 (1) such Person, 

(2) such Person and one or more Subsidiaries of such Person or 

(3) one or more Subsidiaries of such Person. 

Unless otherwise specified herein or context otherwise requires, all references to any Subsidiary shall be to a Subsidiary of the Company.

 “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the
Issuers’ option. 
 “Voting Stock” of a Person means all classes of Capital Stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 

Section 1.02. Other Definitions. 
  

					
	 Term
	  	Defined in Section	 
	 Additional Amounts
	  	 	5.03	 
	 Base Indenture
	  	 	Preamble	 
	 Calculation Date
	  	 	3.01	(a) 
	 Change in Tax Law
	  	 	3.02	 
	 Change of Control
	  	 	5.04	 
	 Change of Control Offer
	  	 	5.04	 


  
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	 Term
	  	Defined in Section
	 Change of Control Triggering Event
	  	5.04
	 Comparable Treasury Issue
	  	3.01
	 Comparable Treasury Price
	  	3.01
	 Co-Obligor
	  	Preamble
	 DTC
	  	2.01
	 Event of Default
	  	7.01
	 Executed Documentation
	  	9.06
	 Global Note
	  	2.01
	 Indenture
	  	Preamble
	 Independent Investment Banker
	  	3.01
	 Initial Lien
	  	5.01
	 Interest Payment Date
	  	2.01
	 Issuer
	  	Preamble
	 Issuers
	  	Preamble
	 Ninth Supplemental Indenture
	  	Preamble
	 Par Call Date
	  	3.01(c)
	 Permitted Liens
	  	5.01
	 Primary Treasury Dealer
	  	3.01
	 Reference Treasury Dealer
	  	3.01
	 Reference Treasury Dealer Quotations
	  	3.01
	 Relevant Jurisdiction
	  	5.03
	 Remaining Life
	  	3.01(e)
	 Special Mandatory Redemption
	  	3.03(a)
	 Special Mandatory Redemption Date
	  	3.03(b)
	 Special Mandatory Redemption Price
	  	3.03 (a)
	 Successor Company
	  	6.01
	 Successor Co-Obligor
	  	6.01
	 Tax Redemption Date
	  	3.02
	 Taxes
	  	5.03
	 Treasury Rate
	  	3.01
	 Trigger Period
	  	5.04
	 Trustee
	  	Preamble
	 2025 Notes
	  	Preamble
	 2025 Notes Par Call Date
	  	3.01(a)
	 2032 Notes
	  	Preamble
	 2032 Notes Par Call Date
	  	3.01(b)
	 2052 Notes
	  	Preamble
	 2052 Notes Par Call Date
	  	3.01(c)

 ARTICLE 2 

TERMS AND CONDITIONS OF THE NOTES 

Section 2.01. Terms of the Notes. The following terms relating to the Notes are hereby established: 

(a) Designation, Maturity and Principal Amount. There is hereby authorized (i) a series of Notes designated the “2.396%
Senior Notes due 2025” initially offered in the aggregate principal amount of $700,000,000, which amount shall be as set forth in an Authentication Order for the authentication and delivery of such 2025 Notes pursuant to Section 2.02 of
the Base Indenture, (ii) a series of Notes 

  
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designated the “3.250% Senior Notes due 2032” initially offered in the aggregate principal amount of $800,000,000, which amount shall be as set forth in an Authentication Order for the
authentication and delivery of such 2032 Notes pursuant to Section 2.02 of the Base Indenture and (iii) a series of Notes designated the “4.150% Senior Notes due 2052” initially offered in the aggregate principal amount of
$1,000,000,000, which amount shall be as set forth in an Authentication Order for the authentication and delivery of such 2052 Notes pursuant to Section 2.02 of the Base Indenture. 

(b) Form of the Notes. 

(i) The 2025 Notes are to be substantially in the form of Exhibit A hereto. The 2025 Notes shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officer(s) of the Issuers executing the same may determine with the approval of the Trustee. 

(ii) The 2032 Notes are to be substantially in the form of Exhibit B hereto. The 2032 Notes shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officer(s) of the Issuers executing the same may determine with the approval of the Trustee. 

(iii) The 2052 Notes are to be substantially in the form of Exhibit C hereto. The 2052 Notes shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officer(s) of the Issuers executing the same may determine with the approval of the Trustee. 

(c) Note Guarantees. The Notes of each series shall have the benefit of the Note Guarantees by the Guarantor executing this Ninth
Supplemental Indenture and future Guarantors pursuant to Section 4.02 hereof. 
 (d) Additional Notes. 

(i) The Issuers may, without notice to or the consent of the Holders of the 2025 Notes, issue Additional 2025 Notes having
identical terms and conditions as the 2025 Notes, except for the issue date, issue price and first Interest Payment Date, in an unlimited aggregate principal amount. Any such Additional 2025 Notes will be part of the same series as the 2025 Notes,
and will be treated as one class with such series of 2025 Notes, including, without limitation, for purposes of voting and redemptions; provided, however, that if such Additional 2025 Notes are not fungible with the other 2025 Notes
for U.S. federal income tax purposes, such Additional 2025 Notes shall not have the same “ISIN” or “CUSIP” number or other applicable identification number as the other 2025 Notes (it being understood that, as described in
Section 5.05, any Additional 2025 Notes that have a different allocation than the initial allocation with respect to the outstanding 2025 Notes shall not be considered as not fungible for U.S. federal income tax purposes under this proviso
solely as a result of such difference in allocation). 
 (ii) The Issuers may, without notice to or the consent of the
Holders of the 2032 Notes, issue Additional 2032 Notes having identical terms and conditions as the 2032 Notes, except for the issue date, issue price and first Interest Payment Date, in an unlimited aggregate principal amount. Any such Additional
2032 Notes will be part of the same series as the 2032 Notes, and will be treated as one class with such series of 2032 Notes, including, without limitation, for purposes of voting and redemptions; provided, however, that if such
Additional 2032 Notes are not fungible with the other 2032 Notes for U.S. federal income tax purposes, such Additional 2032 Notes shall not have the same “ISIN” or “CUSIP” number or other applicable


  
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identification number as the other 2032 Notes (it being understood that, as described in Section 5.05, any Additional Notes that have a different allocation than the initial allocation with
respect to the outstanding Notes shall not be considered as not fungible for U.S. federal income tax purposes under this proviso solely as a result of such difference in allocation). 

(iii) The Issuers may, without notice to or the consent of the Holders of the 2052 Notes, issue Additional 2052 Notes having
identical terms and conditions as the 2052 Notes, except for the issue date, issue price and first Interest Payment Date, in an unlimited aggregate principal amount. Any such Additional 2052 Notes will be part of the same series as the 2052 Notes,
and will be treated as one class with such series of 2052 Notes, including, without limitation, for purposes of voting and redemptions; provided, however, that if such Additional 2052 Notes are not fungible with the other 2052 Notes
for U.S. federal income tax purposes, such Additional 2052 Notes shall not have the same “ISIN” or “CUSIP” number or other applicable identification number as the other 2052 Notes (it being understood that, as described in
Section 5.05, any Additional Notes that have a different allocation than the initial allocation with respect to the outstanding Notes shall not be considered as not fungible for U.S. federal income tax purposes under this proviso solely as a
result of such difference in allocation). 
 (e) Principal Payment. (i) The 2025 Notes will mature on February 18, 2025,
(ii) the 2032 Notes will mature on March 1, 2032 and (iii) the 2052 Notes will mature on May 1, 2052. 
 (f) Interest
Rate; Interest Payment Date; Computation of Interest. 
 (i) The 2025 Notes. 

(A) The 2025 Notes will bear interest at the rate of 2.396% per annum from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date (or, in the case of Additional 2025 Notes, from date of issuance thereof) until the principal thereof becomes due and payable. The
amount of interest payable for any period will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

(B) Interest on the 2025 Notes is payable semi-annually in arrears on February 18 and August 18 of each year (each,
an “Interest Payment Date”), commencing on August 18, 2022 (or such later first Interest Payment Date, in the case of Additional 2025 Notes), to the Person in whose name such 2025 Note is registered, at the close of business on
the Regular Record Date for such interest installment, which shall be the close of business on February 3 or August 3 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date, and at the
foregoing respective rates on overdue principal. In the event that any Interest Payment Date is not a Business Day, then payment of the interest payable on such Interest Payment Date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the Interest Payment Date such payment was originally payable. 

(ii) The 2032 Notes. 

(A) The 2032 Notes will bear interest at the rate of 3.250% per annum from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date (or, in the case of Additional 2032 Notes, from date of issuance thereof) until the principal thereof becomes due and payable. The
amount of interest payable for any period will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

  
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 (B) Interest on the 2032 Notes is payable semi-annually in arrears on
March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on September 1, 2022 (or such later first Interest Payment Date, in the case of Additional 2032 Notes), to the Person in whose name
such 2032 Note is registered, at the close of business on the Regular Record Date for such interest installment, which shall be the close of business on February 15 or August 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date, and at the foregoing respective rates on overdue principal. In the event that any Interest Payment Date is not a Business Day, then payment of the interest payable on such Interest Payment Date will
be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the Interest Payment Date such payment was originally payable 

(iii) The 2052 Notes. 

(A) The 2052 Notes will bear interest at the rate of 4.150% per annum from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date (or, in the case of Additional 2052 Notes, from date of issuance thereof) until the principal thereof becomes due and payable. The
amount of interest payable for any period will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

(B) Interest on the 2052 Notes is payable semi-annually in arrears on May 1 and November 1 of each year (each, an
“Interest Payment Date”), commencing on May 1, 2022 (or such later first Interest Payment Date, in the case of Additional 2052 Notes), to the Person in whose name such 2052 Note is registered, at the close of business on the
Regular Record Date for such interest installment, which shall be the close of business on April 15 or October 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date, and at the foregoing
respective rates on overdue principal. In the event that any Interest Payment Date is not a Business Day, then payment of the interest payable on such Interest Payment Date will be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay) with the same force and effect as if made on the Interest Payment Date such payment was originally payable. 

(g) Place of Payment of Principal and Interest. Section 4.02 of the Base Indenture shall apply to the Notes of each series. 

(h) Optional Redemption. The Notes of each series shall be redeemable as specified in Article 3 of this Ninth Supplemental Indenture
and Article 3 of the Base Indenture. 
 (i) Mandatory Redemption. Except as set forth in Section 5.04 hereof, the Issuers shall
not be required to make mandatory redemption or sinking fund payments with respect to the Notes of each series. 
 (j) Denominations.
The Notes of each series shall be issuable only in registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess of thereof. 

  
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 (k) Acceleration. 100% of the principal amount of the Notes of the applicable series
shall be payable upon declaration of acceleration of the Stated Maturity thereof. 
 (l) Currency of the Notes. The Notes of each
series shall be denominated, and payment of principal and interest of the Notes of each series shall be payable in the currency of the United States of America. 

(m) Currency of Payment. The principal of and interest on the Notes of each series shall be payable in U.S. dollars. 

(n) Exchange or Conversion. The Notes of each series shall not be exchangeable for or convertible into the ordinary shares of the
Issuers or any other security. 
 (o) Additional Amounts. The Issuers will pay any additional amounts on the Notes of each series as
set forth in Section 5.03. 
 (p) Global Form; Definitive Form. The 2025 Notes, the 2032 Notes and the 2052 Notes shall each be
issued initially in the form of one or more permanent Global Notes in registered form, without coupons, substantially in the form herein below recited (each, a “Global Note” and collectively, the “Global Notes”),
deposited with the Registrar, as custodian for the Depositary, duly executed by the Issuers and authenticated by the Authenticating Agent as herein provided. The 2025 Notes, the 2032 Notes and the 2052 Notes may each be issued in definitive form
pursuant to the terms of the Base Indenture. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar as provided in Section 2.01(b) of the Base
Indenture. 
 (q) Trustee; Registrar; Paying Agent; Authenticating Agent. Wilmington Trust, National Association
shall initially act as Trustee. Deutsche Bank Trust Company Americas, a New York banking corporation, shall initially act as Registrar, Paying Agent and Authenticating Agent for each series of Notes. 

(r) Defeasance. Article 8 of the Base Indenture shall apply to the Notes of each series. 

(s) Depositary. The Depositary for any Notes issued as Global Notes shall initially be The Depository Trust Company in The City of New
York (“DTC”) (or any successor to DTC). 
 (t) Events of Default; Covenants. The Events of Default in
Section 6.01 of the Base Indenture and the additional Events of Default set forth in Section 7.01 of this Ninth Supplemental Indenture and the covenants set forth in Article 4 of the Base Indenture and Article 5 of this Ninth Supplemental
Indenture shall apply to the Notes of each series. 
 (u) Additional Terms. Other terms applicable to the Notes of each series are as
otherwise provided for below. 
 Section 2.02. Execution and Authentication. The (i) 2025 Notes having an
aggregate principal amount of $700,000,000, (ii) 2032 Notes having an aggregate principal amount of $800,000,000 and (iii) 2052 Notes having an aggregate principal amount of $1,000,000,000 may, upon execution of this Ninth Supplemental Indenture, be
executed by the Issuers and delivered to the Authenticating Agent for authentication, and the Authenticating Agent shall thereupon authenticate and deliver said Notes, upon receipt of an Authentication Order, signed by an Officer of the Issuers,
without any further action by the Issuers, except as otherwise required by the Base Indenture. 

  
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 ARTICLE 3 

REDEMPTION OF THE NOTES 

Section 3.01. Optional Redemption. 
  

	(a)	 The 2025 Notes 



(i) At any time prior to February 18, 2023, the Issuers may at their option redeem the 2025 Notes, in whole or in part, at a redemption
price equal to the greater of: 
 (A) 100% of the principal amount of the 2025 Notes to be redeemed; and 

(B) the sum of the present value of (i) the redemption price (100% of the principal amount of the 2025 Notes to be
redeemed) on February 18, 2023 and (ii) all required remaining scheduled interest payments due on the 2025 Notes to be redeemed through February 18, 2023 (not including any portion of such payments of interest accrued and unpaid to
the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15
basis points, 
 plus accrued and unpaid interest on the principal amount of the 2025 Notes to be redeemed to, but not including, the
Redemption Date. The Treasury Rate will be calculated on the third Business Day next preceding the Redemption Date (the “Calculation Date”). 

(ii) If the 2025 Notes are redeemed at any time on or after February 18, 2023 (the “2025 Notes Par Call Date”), the 2025
Notes may be redeemed at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. 

 

	(b)	 The 2032 Notes 



(i) At any time prior to December 1, 2031 (three months prior to the maturity date of the 2032 Notes), the Issuers may at their option
redeem the 2032 Notes, in whole or in part, at a redemption price equal to the greater of: 
 (A) 100% of the principal
amount of the 2032 Notes to be redeemed; and 
 (B) the sum of the present value of (i) the redemption price (100% of
the principal amount of the 2032 Notes to be redeemed) on December 1, 2031 and (ii) all required remaining scheduled interest payments due on the 2032 Notes to be redeemed through December 1, 2031 (not including any portion of such
payments of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 25 basis points, 
 plus accrued and unpaid interest
on the principal amount of the 2032 Notes to be redeemed to, but not including, the Redemption Date. The Treasury Rate will be calculated on the Calculation Date. 

  
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 (ii) If the 2032 Notes are redeemed at any time on or after December 1, 2031 (three
months prior to the maturity date of the 2032 Notes) (the “2032 Notes Par Call Date”), the 2032 Notes may be redeemed at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and
unpaid interest thereon to, but not including, the Redemption Date. 
 (c) The 2052 Notes 

(i) At any time prior to November 1, 2051 (six months prior to the maturity date of the 2052 Notes), the Issuers may at
their option redeem the 2052 Notes, in whole or in part, at a redemption price equal to the greater of: 
 (A) 100% of the
principal amount of the 2052 Notes to be redeemed; and 
 (B) the sum of the present value of (i) the redemption price
(100% of the principal amount of the 2052 Notes to be redeemed) on November 1, 2051 and (ii) all required remaining scheduled interest payments due on the 2052 Notes to be redeemed through November 1, 2051 (not including any portion
of such payments of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, 
 plus accrued and
unpaid interest on the principal amount of the 2052 Notes to be redeemed to, but not including, the Redemption Date. The Treasury Rate will be calculated on the Calculation Date. 

(ii) If the 2052 Notes are redeemed at any time on or after November 1, 2051 (six months prior to the maturity date of the
2052 Notes) (the “2052 Notes Par Call Date”; each of the 2025 Notes Par Call Date, the 2032 Notes Par Call Date and the 2052 Notes Par Call Date are referred to as a “Par Call Date”), the 2052 Notes may be redeemed
at a redemption price equal to 100% of the principal amount of the 2052 Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. 

(d) Notice of any such redemption must be mailed by first-class mail to each Holder’s registered address, or delivered electronically if
held by any depositary in accordance with such depositary’s customary procedures, not less than 10 nor more than 60 days prior to the Redemption Date. 

(e) The following terms have the meanings given to them in this Section 3.01(d): 

“Treasury Rate” means, with respect to any redemption date for any series of Notes, the yield determined by
the Issuers in accordance with the following: 
 (i) The Treasury Rate shall be determined by the Issuers after 4:15 p.m.,
New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the
most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuers shall
select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date for the relevant series of Notes (the “Remaining Life”); or (2) if
there is no such Treasury constant 

  
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maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to
the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date for the relevant series of Notes on a straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the
redemption date. 
 (ii) If on the third Business Day preceding the redemption date H.15 or any successor designation or
publication is no longer published, the Issuers shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such
redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date for the relevant series of Notes, as applicable. If there is no United States Treasury security maturing on the Par Call
Date for the relevant series of Notes but there are two or more United States Treasury securities with a maturity date equally distant from such Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date
following such Par Call Date, the Issuers shall select the United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date for the applicable
series of Notes or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuers shall select from among these two or more United States Treasury securities the United States Treasury security that is
trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual
yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places. 
 (iii) The Issuers’ actions and determinations in determining the
redemption price for the Notes of any series shall be conclusive and binding for all purposes, absent manifest error. 
 (f) If the Issuers
partially redeem the Notes of a series, such Notes to be redeemed shall be selected in accordance with the applicable procedures of the Depositary, although no Notes less than $2,000 in original principal amount will be redeemed in part. 

(g) Any redemption of Notes of any series pursuant to this Section 3.01 shall be conducted in accordance with the applicable procedures
set forth in Article 3 of the Base Indenture to the extent not otherwise set forth herein. 
 Section 3.02. Tax
Redemption. 

  
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 (a) The Issuers may redeem the Notes of a series as a whole but not in part, at their option
at any time prior to maturity, upon the giving of a written notice of redemption to the Holders, with a copy to the Trustee, if the Issuers determine that, as a result of: 

(i) any change in or amendment to the laws, or any regulations or rulings promulgated under the laws, of a Relevant
Jurisdiction (as defined in Section 5.03) affecting taxation, or 
 (ii) any change in or amendment to an official
position regarding the application or interpretation of the laws, regulations or rulings referred to above, 
 (b) which change or amendment
is announced and becomes effective after the Issue Date (or, if the Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing, a “Change in Tax Law”), each of
the Issuers or the Guarantor is or will become obligated to pay Additional Amounts with respect to the Notes of such series or the Note Guarantees on the next succeeding interest payment date, pursuant to Section 5.03 (but in the case of the
Guarantor, only if the payments giving rise to such obligation cannot be made by the Issuers or another Guarantor without the obligation to pay Additional Amounts) and the payment of such Additional Amounts cannot be avoided by the use of reasonable
measures available to the Issuers or the Guarantor. The redemption price will be equal to 100% of the principal amount of the Notes of such series plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax
Redemption Date”), and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes of such series on any record date
occurring prior to the Tax Redemption Date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof). The date and the applicable redemption price will be specified in the notice of tax
redemption. Notice of such redemption will be irrevocable, and must be mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary
procedures, not less than 15 nor more than 60 days prior to the earliest date on which the Issuers would be obligated to pay such Additional Amounts if a payment in respect of the Notes of a series were actually due on such date. No such notice of
redemption will be given unless, at the time such notification of redemption is given, such obligation to pay such Additional Amounts remains in effect. 

(c) Prior to giving the notice of tax redemption, the Issuers will deliver to the Trustee: 

(i) a certificate signed by a duly authorized Officer stating that the Issuers are entitled to effect the redemption and
setting forth a statement of facts showing that the conditions precedent to the right of the Issuers to so redeem have occurred; and 

(ii) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction,
selected by the Issuers, to the effect that the Issuers are or would be obligated to pay Additional Amounts as a result of a Change in Tax Law. 

(d) The foregoing provisions shall apply mutatis mutandis to any successor to the Issuers or the Guarantor. 

Section 3.03. Special Mandatory Redemption. 

(a) In the event that the Issuer does not consummate the Acquisition on or prior to July 10, 2023, or if prior to such date, the
definitive agreement relating to the Acquisition is terminated, then the Issuers will redeem all of the 2032 Notes and 2052 Notes (the “Special Mandatory Redemption”), on the Special Mandatory Redemption Date (as defined below) at a
redemption price equal to 101% of the principal amount of each of the 2032 Notes and the 2052 Notes, plus accrued and unpaid interest from the date of initial issuance to, but excluding, the Special Mandatory Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Special Mandatory Redemption Price”). 

  
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 (b) The “Special Mandatory Redemption Date” means the earlier to occur of
(1) July 10, 2023, if the Acquisition has not been completed on or prior to July 10, 2023, and (2) the fifth Business Day following the termination of the definitive agreement relating to the Acquisition for any reason. 

(c) The Issuers will cause the notice of Special Mandatory Redemption to be sent, with a copy to the Trustee, within one Business Day after
the occurrence of the event triggering redemption to each Holder at its registered address. If funds sufficient to pay the Special Mandatory Redemption Price of the 2032 Notes or the 2052 Notes to be redeemed on the Special Mandatory Redemption Date
are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest, if any, to the Special Mandatory Redemption Date, such series of Notes will cease to bear interest. 

ARTICLE 4 
 NOTE GUARANTEES 

Section 4.01. Note Guarantees. The Guarantor hereby unconditionally and irrevocably expressly assumes,
confirms and agrees to perform and observe each and any of the covenants, agreements, terms, conditions, obligations, appointments, duties, promises and liabilities of a Guarantor under the Base Indenture with respect to the Notes of each series as
if it were an original signatory thereto. The Note Guarantee of any Guarantor in respect of a series of Notes will be released without any further action required on the part of the Trustee or any holder: (1) upon (i) the sale or other
disposition (including by way of consolidation, merger, dissolution or otherwise) of the Capital Stock of such Guarantor such that it is no longer a Subsidiary of the Issuers or (ii) the sale or other disposition of all or substantially all of
the assets of such Guarantor; (2) when such Guarantor is no longer an obligor (whether as an issuer or guarantor) on any of the Issuer’s senior notes outstanding on the Issue Date; or (3) upon legal or covenant defeasance or
satisfaction and discharge of the Notes of the applicable series. 
 Section 4.02. Future Guarantees. Each
Issuer, at its option, may cause any Subsidiary of such Issuer to become a Guarantor of the Notes of a series and if such Subsidiary is not otherwise required under the Indenture to provide a Note Guarantee to the Notes, such Issuer, at its option,
may cause any such Note Guarantee to be released, subject to applicable law. 
 Section 4.03. Abandonment and
Waiver Rights. Each Guarantor incorporated under the laws of Jersey abandons and waives any right it may have at any time under the droit de discussion or division or any other customary law rights available to it under Jersey law. 

ARTICLE 5 
 COVENANTS 

The following covenants will apply to the Notes in addition to the covenants in Article 4 of the Base Indenture: 

Section 5.01. Limitation on Liens. 

(a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien (the
“Initial Lien”) of any nature whatsoever on any Principal Property or Capital Stock of a Restricted Subsidiary, whether owned at the Issue Date or thereafter acquired, which Initial Lien secures any Indebtedness, without effectively
providing that the Notes of the applicable series shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured, other than the following (“Permitted Liens”): 

  
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 (1) Liens securing Indebtedness under Credit Facilities in an aggregate
principal amount not to exceed $2,075 million; 
 (2) pledges or deposits by such Person under workers’
compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases, subleases, licenses or sublicenses to which such Person
is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety, stay, customs, replevin or appeal bonds to which such Person is a party, or deposits as security
or for the payment of rent, in each case incurred in the ordinary course of business; 
 (3) Liens imposed by law, such as
carriers’, warehousemen’s and mechanics’, materialman’s, repairman’s, landlord’s, workman’s, supplier’s and other like Liens, in each case for sums not yet due or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review; 

(4) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings; 
 (5)
Liens in favor of issuers of surety or performance bonds or letters of credit, bank guarantees, bankers’ acceptances or similar credit transactions issued pursuant to the request of and for the account of such Person in the ordinary course of
its business; 
 (6) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens
incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of
such Person; 
 (7) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs,
improvements or additions to, property of such Person; provided, however, that the Lien may not extend to any other property (other than accessions thereto, proceeds and products thereof and property related to the property being
financed or through cross-collateralization of individual financings of equipment provided by the same lender) owned by such Person or any of its Subsidiaries at the time the Lien is incurred, and the Indebtedness (other than any interest thereon)
secured by the Lien may not be incurred more than 270 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; 

(8) Liens existing on the Issue Date and extensions, renewals, refinancings and replacements of any such Liens (including any
future Liens securing Indebtedness that the Company designates as a “replacement” of such Liens for purposes of this clause, even if such new Indebtedness is not issued concurrently with the repayment of the indebtedness so secured, the
proceeds thereof are not used to repay such Indebtedness secured by such Liens or such Indebtedness is incurred for different purposes and by a different borrower) so long as the 

  
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principal amount of Indebtedness (including for this purpose, revolving commitments under the Credit Agreement as in effect on the Issue Date immediately before the issuance of the Notes, which
shall be deemed to be outstanding for these purposes even if undrawn) or other obligations secured thereby is not increased (other than to cover premiums, fees, accrued interest and any expenses of such extension, renewal, refinancing or
replacement) and so long as such Liens are not extended to any other property of the Company or any of its Subsidiaries (other than pursuant to blanket lien or after acquired property clauses existing in the applicable agreements (including any
obligation to have new guarantors provide Liens on the same assets owned by it)); 
 (9) Liens on property or shares of stock
of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming such a
Subsidiary; provided further, however, that such Liens do not extend to any other property owned by such Person or any of its Subsidiaries, except proceeds and products thereof and improvements thereon or pursuant to after acquired
property clauses existing in the applicable agreements at the time such Person becomes a Subsidiary which do not extend to property transferred to such Person by the Company or a Restricted Subsidiary; 

(10) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by
means of a merger or consolidation with or into such Person or any Subsidiary of such Person; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition;
provided further, however, that the Liens do not extend to any other property owned by such Person or any of its Subsidiaries other than proceeds or products thereof and accessions thereto; 

(11) Liens securing Indebtedness or other obligations of the Company or a Subsidiary owing to the Company or a Subsidiary of
the Company; 
 (12) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness
secured by any Lien referred to in the foregoing clauses (7), (9) and (10); provided, however, that: 
 (A)
such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements, accessions, proceeds, dividends or distributions in respect thereof) and 

(B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of: 

(i) the outstanding principal amount or, if greater, committed amount of the indebtedness secured by Liens described under
clauses (7), (9) or (10) at the time the original Lien became a Permitted Lien under the Indenture; and 
 (ii) an
amount necessary to pay any fees and expenses, including premiums, related to such Refinancings; 
 (13) judgment Liens not
giving rise to an Event of Default; 

  
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 (14) Liens securing Indebtedness consisting of (A) the financing of
insurance premiums with the providers of such insurance or their affiliates and (B) take-or-pay obligations contained in supply arrangements in the ordinary course
of business; and 
 (15) other Liens to secure Indebtedness as long as the amount of outstanding Indebtedness secured by
Liens incurred pursuant to this clause (15), when aggregated with the amount of Attributable Debt outstanding and incurred in reliance on Section 5.02(e), does not exceed 15.0% of Consolidated Total Assets at the time any such Lien is granted;
provided, however, notwithstanding whether this clause (15) would otherwise be available to secure Indebtedness, Liens securing Indebtedness originally secured pursuant to this clause (15) may secure Refinancing Indebtedness
in respect of such Indebtedness and such Refinancing Indebtedness shall be deemed to have been secured pursuant to this clause (15). 
 (b)
Any Lien created for the benefit of the Holders of the Notes pursuant to Section 5.01(a) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial
Lien. 
 (c) For purposes of determining compliance with this Section 5.01, (A) a Lien securing an item of Indebtedness need not be
permitted solely by reference to one category of permitted Liens described in the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of
Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens described in the definition of “Permitted Liens,” the Company shall, in its sole discretion, classify or reclassify, or later
divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item of Indebtedness
secured by such Lien in one of the clauses of the definition of “Permitted Liens” and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses. 

Section 5.02. Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any
Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: 
 (a) the Sale and
Leaseback Transaction is solely with the Company or a Subsidiary of the Company; 
 (b) the lease is for a period not in excess of 24
months, including renewals; 
 (c) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be
entitled as described in clauses (1) through (14) of the definition of “Permitted Liens,” without equally and ratably securing the Notes then outstanding under the Indenture, to create, incur, issue, assume or guarantee Indebtedness
secured by a Lien on such property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; 
 (d) the
Company or such Restricted Subsidiary within 360 days after the sale of such Principal Property in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Principal Property
to (i) the permanent retirement of Notes, other Indebtedness of each of the Issuers ranking on a parity with the Notes or Indebtedness of the Company or a Subsidiary of the Company or (ii) the purchase of property; or 

  
 -19- 












 (e) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such
Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the Issue Date with respect to Principal Property (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses
(a) through (d) above), plus the aggregate principal amount of Indebtedness secured by Liens on Principal Properties then outstanding (not including any such Indebtedness secured by Liens described in clauses (1) through (14) of the
definition of “Permitted Liens”) which do not equally and ratably secure such outstanding Notes (or secure such outstanding Notes on a basis that is prior to other Indebtedness secured thereby), would not exceed 15% of Consolidated Total
Assets. 
 Section 5.03. Payments of Additional Amounts. 

(a) Payments made by the Issuers, the Guarantor or a Paying Agent, as applicable, on the Notes of each series or in respect of the Note
Guarantee will be made free and clear of, and without withholding or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever
(“Taxes”), unless the Issuers, the Guarantor or a Paying Agent is required to withhold or deduct Taxes by law. 
 (b) If
any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of Jersey, Ireland, any other jurisdiction (other than the United States or any state thereof or the District of Columbia, or any political subdivision of any
such state or the District of Columbia, or taxing authority or agency thereof or therein) in which the Issuers or the Guarantor is incorporated, organized, engaged in business or otherwise resident for tax purposes, or any other jurisdiction (other
than the United States or any state thereof or the District of Columbia, or any political subdivision of any such state or the District of Columbia, or taxing authority or agency thereof or therein) from or through which such payment is made, or in
each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Jurisdiction”) is at any time required by law to be made from any payment made with respect to the Notes of a series or the Note
Guarantee, the Issuers or the Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) on the Notes of such series or in respect of the Note Guarantee as may be necessary so that the net amount received by
each Holder of the Notes of such series (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided that no
Additional Amounts will be payable with respect to Taxes: 
 (i) that would not have been imposed but for the Holder or the
beneficial owner of such Note (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) being
considered as having a present or former connection with a Relevant Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the Notes, the receipt of any payment under or with respect to the
Notes or the Note Guarantee, or the exercise or enforcement of any rights under or with respect to the Notes, the Note Guarantees or the Indenture), including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor,
beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled therein or a national thereof or being or having been engaged in a trade or business therein or having or
having had a permanent establishment therein; 
 (ii) that would not have been imposed but for the failure of the Holder or
any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or beneficial owner, if compliance is
required by statute, by regulation of the Relevant Jurisdiction or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such Tax; 

  
 -20- 












 (iii) payable other than by withholding from payments of principal of or
interest on the Notes or from payments in respect of the Note Guarantee; 
 (iv) that would not have been imposed but for a
change in law, regulation or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; 

(v) that are estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property or similar Taxes;

 (vi) required to be withheld by any Paying Agent from any payment of principal of or interest on any Note, if such payment
can be made without such withholding by at least one other Paying Agent; 
 (vii) that would not have been imposed but for
the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever
occurred later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); 

(viii) that are imposed under Sections 1471 through 1474 of the Code as of the Issue Date (or any amended or successor
provision that is substantively comparable), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the Issue Date (or any amended or successor provision
that is substantively comparable) or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or 

(ix) in the case of any combination of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii); 

nor shall Additional Amounts be paid with respect to any payment of the principal of or interest, if any, on any Note or any payment in respect of a Note
Guarantee to any such Holder who is a fiduciary or a partnership that is not the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or the beneficial owner
would not have been entitled to such Additional Amounts had it been the holder of the Note. 
 (c) The Issuers, the Guarantor or the Paying
Agent, as applicable, will (i) make any required withholding or deduction, and (ii) remit the full amount deducted or withheld by it to the Relevant Jurisdiction in accordance with applicable law. 

(d) All references in the Indenture, other than in Section 2.01(r) of this Ninth Supplemental Indenture and Sections 8.02, 8.03 and 8.06
of the Base Indenture, to the payment of the principal or interest, if any, on or the net proceeds received on the sale or exchange of, any Notes or any payment made under the Note Guarantee shall be deemed to include Additional Amounts to the
extent that, in that context, Additional Amounts are, were or would be payable. 

  
 -21- 












 (e) In addition, the Issuers shall pay any present or future stamp, issue, registration,
court, documentary, excise, property, or similar Taxes (i) imposed by any Relevant Jurisdiction in respect of the execution, issuance, delivery, or registration of the Notes, the Note Guarantee, the Indenture, or any other document or
instrument referred to therein, or the receipt of any payments with respect to the Notes, or (ii) imposed by any jurisdiction in respect of the enforcement of the Notes, the Note Guarantee, the Indenture, or any other document or instrument
referred to therein. 
 (f) The Issuers’ and the Guarantor’s respective obligations to pay Additional Amounts if and when due will
survive the termination of the Indenture and the payment of all other amounts in respect of the Notes and shall apply mutatis mutandis to any successor of either of the Issuers or the Guarantor, and to any jurisdiction (other than the United States
or any state thereof or the District of Columbia, or any political subdivision of any such state or the District of Columbia, or taxing authority or agency thereof or therein) in which such successor is incorporated, organized, engaged in business
or otherwise resident for tax purposes, and any political subdivision or governmental authority thereof or therein. 

Section 5.04. Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering
Event, in respect of Notes of a series, each Holder of Notes of such series will have the right to require the Issuers to purchase all or any part of such Holder’s Notes of such a series at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 

“Change of Control Triggering Event” means, with respect to the Notes of a series, the occurrence of both a (1) Change
of Control and (2) (i) the ratings of the Notes of the applicable series are downgraded by each of the Ratings Agencies during the 60-day period (the “Trigger Period”) commencing on the
earlier of (x) the occurrence of such Change of Control or (y) the first public announcement of the occurrence of such Change of Control or the Issuer’s intention to effect such Change of Control (which Trigger Period will be extended
so long as the ratings of the Notes of such series are under publicly announced consideration for possible downgrade by any of the Ratings Agencies) and (ii) the Notes of such series are rated below an Investment Grade Rating by each of the
Ratings Agencies on any date during the Trigger Period; provided that (x) a Change of Control Triggering Event will not be deemed to have occurred in respect of a particular Change of Control if each Ratings Agency does not publicly
announce or confirm or inform the Trustee in writing at the Issuer’s request that the reduction was the result of the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Change of Control
Triggering Event) and (y) the Trigger Period will terminate with respect to each Ratings Agency when such Ratings Agency takes action (including affirming its existing ratings) with respect to such Change of Control. Notwithstanding the
foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated. 

“Change of Control” means the occurrence of any of the following: 

(1) any transaction occurs (including a merger or consolidation of the Issuer) following which any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuers; or 
 (2) sale, lease or transfer
(for the avoidance of doubt, other than a transfer to the Issuer or one of its Subsidiaries), in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person in
which any person (as defined above) holds or acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the total voting power of the Voting Stock of such
transferee Person. 

  
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 Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of
Control if (1) the Issuer becomes a direct or indirect Subsidiary of a holding company and (2) no person (as defined above) (other than a holding company) owns, directly or indirectly, a majority of the voting power of the Equity Interests
of such holding company. 
 Within 30 days following any Change of Control Triggering Event, with respect to a series of Notes, an Issuer
shall (unless prior to such date such Change of Control Triggering Event ceases to exist) deliver by mail or electronic means a notice to each Holder of Notes of such series with a copy to the Trustee (the “Change of Control
Offer”), stating: 
 (1) that a Change of Control Triggering Event has occurred and that such Holder has the right
to require the Issuers to purchase all or a portion of such Holder’s Notes of such series at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (subject to the right
of Holders of record on the relevant record date to receive interest on the relevant interest payment date); 
 (2) the
circumstances and relevant facts and financial information regarding such Change of Control Triggering Event; 
 (3) the
purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered); and 

(4) the instructions determined by the Issuers, consistent with this covenant, that a Holder must follow in order to have its
Notes of such series purchased. 
 The Issuers will not be required to make a Change of Control Offer upon a Change of Control Triggering
Event with respect to the Notes of the applicable series if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 5.04 and purchases all Notes of
such series validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuers will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if the Notes of the applicable series have
been or are called for redemption by the Issuers prior to them being required to deliver notice of the Change of Control Offer, and thereafter redeem all Notes of such series called for redemption in accordance with the terms set forth in such
redemption notice. Notwithstanding anything to the contrary contained herein, a revocable Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditioned upon the consummation of the relevant Change of Control, if
a definitive agreement is in place for such Change of Control at the time the Change of Control Offer is made. 
 The Issuers will comply,
to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this Section 5.04. To the extent that the provisions of
any securities laws or regulations conflict with provisions of this Section 5.04, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 5.04
by virtue thereof. 

  
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 Notwithstanding any provisions in the Base Indenture to the contrary, but subject to
Section 6.07 of the Base Indenture, the Issuers’ respective obligations to make a Change of Control Offer as a result of a Change of Control Triggering Event with respect to the Notes of a series may be waived or modified with the written
consent of the Holders of a majority in principal amount of the then outstanding Notes of such series. 

Section 5.05. U.S. Federal Income Tax Treatment. On the Issue Date, all or a portion of the proceeds of the
offering of the Notes of each series will be borrowed by the Co-Obligor and the remaining portion of the proceeds of the offering of the Notes of such series, if any, will be borrowed by the Issuer. The
portion of the proceeds of Notes of each series that will be borrowed by the Co-Obligor and the portion of the proceeds of Notes of each series that will be borrowed by the Issuer, in each case, on the Issue
Date, and after any subsequent change to such allocation, shall be made available by the Issuers to any Holder or beneficial owner upon request to Aptiv Investor Relations (including through the Issuer’s website or at ir@aptiv.com).
Notwithstanding the foregoing or anything to the contrary herein, (x) each Holder and beneficial owner acknowledge that the Co-Obligor and the Issuer have the right to change the foregoing allocations
between the Co-Obligor and the Issuer for any reason (including, but not limited, as a result of a redemption of any Notes of a series or the issuance of Additional Notes with respect to such series, in each
case, in a different allocation than the initial allocation with respect to the outstanding Notes of such series), (y) the Issuers are entitled (i) not to treat any Additional Notes of a series that have a different allocation than the initial
allocation with respect to the outstanding Notes of such series as non-fungible for U.S. federal income tax purposes solely as a result of such different allocation, and (ii) to treat the issuance of
Additional Notes of a series as resulting in a change in the allocation of the outstanding Notes of such series so as to have the same allocation across the Additional Notes of such series and the outstanding Notes of such series, and (z) each
Holder and beneficial owner agree and acknowledge that any applicable withholding agent may withhold U.S. federal withholding tax (including any withholding imposed under FATCA) from any interest payment made on any Note of a series to or for the
benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, and pay such withheld amounts to the U.S. Internal Revenue Service, in each case in accordance with applicable law,
unless such person provides documentation to the applicable withholding agent such that an exemption from such U.S. federal withholding tax would apply to such payment (provided that, the amount of any such withholding may be determined (regardless
of the actual allocation) as if interest on such Note were treated entirely as U.S.-source income for U.S. federal income tax purposes). 

ARTICLE 6 
 MERGER AND
CONSOLIDATION 
 Section 6.01. Merger and Consolidation. 

(a) The Issuer will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all
of its assets in one or a series of related transactions to, any Person unless: 
 (i) the resulting, surviving or transferee
Person (the “Successor Company”) will be a corporation, limited liability company, limited liability partnership, limited company, or other similar organization organized and existing under the laws of (x) the United States of
America (or any state thereof or the District of Columbia) or (y) the United Kingdom, Jersey and any other jurisdiction in the Channel Islands, any member state of the European Union as in effect on the Issue Date, Switzerland, Bermuda, the
Cayman Islands or Singapore, provided that the Successor Company (if not the Issuer) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer under the Indenture and the
Notes (and, if the Successor Company is not a corporation, the Issuers shall cause a corporate co-issuer to become a co-obligor on the Notes); 

  
 -24- 












 (ii) immediately after giving effect to such transaction, no Default shall
have occurred and be continuing; and 
 (iii) the Issuers shall have delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture. 

(b) The Co-Obligor will not, directly or indirectly, consolidate with or merge with or into any Person
unless: 
 (i) (A) the resulting, surviving or transferee Person (the “Successor
Co-Obligor”) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under its Note Guarantee; 

(B) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and 

(C) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; or 
 (ii) the Co-Obligor will no longer be a Subsidiary of the Issuer, in which case it shall be released from its obligation in connection therewith. 

(c) Notwithstanding Section 5.02 of the Base Indenture or clause (a) and (b) of this Section 6.01: 

(i) any Subsidiary of the Issuer may consolidate with, merge into or transfer all or part of its properties and assets to an
Issuer, the Guarantor or any Subsidiary of the Issuer; and 
 (ii) the Issuers and the Guarantor may merge with an Affiliate
organized solely for the purpose of reorganizing the Issuers or the Guarantor in another jurisdiction. 

Section 6.02. Successor Company. In addition to the jurisdictions set forth in Section 5.01(a) of the
Base Indenture in which a Successor Company may be organized, such list of jurisdictions shall also include Singapore. 
 ARTICLE 7 

EVENTS OF DEFAULT 

Section 7.01. Events of Default. In addition to the Events of Default set forth in Section 6.01 of the
Base Indenture, the following is an “Event of Default” with respect to the Notes of a series: 
 (1) the
failure by the Issuers or the Guarantor to comply with their respective obligations under Section 6.01 of this Ninth Supplemental Indenture in respect of the Notes of such series; and 

(2) the failure by the Issuer or any Restricted Subsidiary to comply for 60 days after notice with any of its obligations under
Section 5.04 of this Ninth Supplemental Indenture in respect of the Notes of such series (in each case, other than a failure to purchase Notes of such series). 

  
 -25- 












 However, a default under clause (2) will not constitute an Event of
Default with respect to any Notes until the Trustee notifies the Issuers, or the Holders of at least 25% in principal amount of the outstanding Notes of a series and notes of all series affected thereby notify the Issuers and the Trustee, of the
default and the Issuers do not cure such default within the time specified in clause (2) hereof after receipt of such notice. 

Section 7.02. Limitations on Suits. With respect to the Notes, the first sentence of Section 6.06 of the
Base Indenture shall be amended by deleting the “A” at the beginning of the sentence and replacing it with the following: “Except to enforce the right to receive payment of principal, premium (if any) or interest when due, a”.

 ARTICLE 8 
 AMENDMENTS AND
WAIVERS 
 Section 8.01. Without Consent of Holder. In addition to the provisions of Section 9.01 of
the Base Indenture, the Issuers and the Trustee may, as applicable, amend or supplement this Ninth Supplemental Indenture, the Note Guarantees or the Notes of a series, without the consent of any Holder of a Note of such series to: 

(a) convey, transfer, assign, mortgage or pledge as security for the Notes of such series any property or assets in accordance with
Section 5.01 of this Ninth Supplemental Indenture and confirm or evidence any release thereof permitted by the Indenture. 
 ARTICLE 9

 MISCELLANEOUS 

Section 9.01. Ratification of Base Indenture. The Base Indenture, as supplemented by this Ninth Supplemental
Indenture, is in all respects ratified and confirmed, and this Ninth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. 

Section 9.02. Governing Law; Submission to Jurisdiction. This Ninth Supplemental Indenture and the Notes
shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws. 
 The Issuers
irrevocably consent and agree, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against them with respect to their respective obligations, liabilities or any other matter
arising out of or in connection with the Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to
become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for themselves in
respect of their respective properties, assets and revenues. 
 The Issuers irrevocably and unconditionally waive, to the fullest extent
permitted by law, any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the State of New York or
the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought
in any such court has been brought in an inconvenient forum. 

  
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 Section 9.03. Separability. In case any one or more of the
provisions contained in this Ninth Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of
this Ninth Supplemental Indenture or of the Notes, but this Ninth Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 

Section 9.04. Counterparts. This Ninth Supplemental Indenture may be executed in any number of counterparts
each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 

Section 9.05. Trustee Disclaimer. Neither the Trustee nor Deutsche Bank Trust Company Americas shall be
responsible in any manner whatsoever for or in respect of the validity, sufficiency or adequacy of this Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuers and the
Guarantor, and neither the Trustee nor Deutsche Bank Trust Company Americas assumes any responsibility for their correctness. 

Section 9.06. Electronic Signatures. Facsimile, documents executed, scanned and transmitted electronically
and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Ninth Supplemental Indenture and all other related documents and all matters and
agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Ninth Supplemental Indenture or any other related document or any instrument,
agreement or document necessary for the consummation of the transactions contemplated by this Ninth Supplemental Indenture or the other related documents or related hereto or thereto (including, without limitation, addendums, amendments, notices,
instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (the “Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic
signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity
with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be
reasonably chosen by a signatory hereto or thereto. When the Trustee or any Agent acts on any Executed Documentation sent by electronic transmission, the Trustee and Agent will not be responsible or liable for any losses, costs or expenses arising
directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such
party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee or the Agent
shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic
transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee or Agent acting on unauthorized instructions and the risk of interception
and misuse by third parties. 
 [Signature Pages Follow] 

  
 -27- 












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

			
	ISSUERS:
	
	 APTIV PLC

		
	 By:
	 	 /s/ Jane Wu

		 	Name: Jane Wu
		 	Title: Treasurer
	
	 APTIV CORPORATION

		
	 By:
	 	 /s/ Jane Wu

		 	Name: Jane Wu
		 	Title: Treasurer
	
	GUARANTOR:
	
	 APTIV GLOBAL FINANCING LIMITED

		
	 By:
	 	 /s/ Darren Byrka

		 	Name: Darren Byrka
		 	Title: Director


 [Signature Page to Ninth Supplemental Indenture] 











 
			
	TRUSTEE:
	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

		
	 By:
	 	 /s/ Arlene Thelwell

		 	 Name: Arlene Thelwell

		 	 Title: Vice President



 [Signature Page to Ninth Supplemental Indenture] 











 
			
	REGISTRAR, PAYING AGENT AND AUTHENTICATING AGENT:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent, and Authenticating Agent
		
	By:	 	 /s/ Irina Golovashchuk

		 	Name: Irina Golovashchuk
		 	Title: Vice President
		
	By:	 	 /s/ Annie Jaghatspanyan

		 	Name: Annie Jaghatspanyan
		 	Title: Vice President


 [Signature Page to Ninth Supplemental Indenture] 











 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [Global
Note Legend] 
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS 2025 NOTE) OR ITS NOMINEE. THIS
GLOBAL NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND 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 DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR 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. 

  
 A-1 












 CUSIP: 00217G AA1 

ISIN: US00217GAA13 
 GLOBAL NOTE 

2.396% Senior Notes due 2025 
  

			
	 No. ___
	  	 $[____________]


 APTIV PLC and APTIV CORPORATION 

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

the principal sum of __________________________________________________________U.S. DOLLARS on February 18, 2025, as such amount may be changed from time
to time pursuant to the Schedule of Exchanges of Interests attached hereto. 
 Interest Payment Dates: February 18 and August 18 

Record Dates: February 3 and August 3 

  
 A-2 












 
			
	 APTIV PLC

		
	 By:
	 	
         

	 Name:

	 Title:

	
	 APTIV CORPORATION

		
	 By:
	 	
         

	 Name:

	 Title:




  
 A-3 













			
	This is one of the 2025 Notes referred to in the within-mentioned Ninth Supplemental Indenture:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authenticating Agent
		
	By:	 	              

		 	Name:
		 	Title:
	
	Dated: _______________, 20__


  
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 [Form of reverse side of 2025 Note] 

2.396% Senior Note due 2025 

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

1. INTEREST. Aptiv PLC (the “Issuer”) and Aptiv Corporation (the
“Co-Obligor” and, together with the Issuer, the “Issuers”) promise to pay interest on the principal amount of this 2025 Note at a rate per annum of 2.396% from
February 18, 2022 until maturity or pursuant to Section 7.02 of the Ninth Supplemental Indenture. The Issuers will pay interest on this 2025 Note semi-annually in arrears on February 18 and August 18 of each
year, commencing on August 18, 2022, or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuers will make each interest payment to the Holder of record
of this 2025 Note on the immediately preceding February 3 and August 3 (the “Regular Record Date”), as the case may be. Interest on this 2025 Note will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from and including February 18, 2022. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time
on demand at the rate borne by this 2025 Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time
on demand at the rate borne by this 2025 Note. Interest will be computed on the basis of a 360-day year comprise of twelve 30-day months. 

2. METHOD OF PAYMENT. The Issuers will pay interest on this 2025 Note to the Person who is the registered Holder of this 2025 Note at the
close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this 2025 Note is cancelled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.13 of the Base Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders, provided that
(a) all payments of principal, premium, if any, and interest on, 2025 Notes represented by Global Notes registered in the name of or held by the DTC or its nominee will be made by wire transfer of immediately available funds to the accounts
specified by the Holder or Holders thereof and (b) all payments of principal, premium, if any, and interest with respect to Certificated Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee or the Paying Agent may accept in its discretion). Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt. 

3. AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as Authenticating Agent, Paying
Agent and Registrar. The Issuers may change any Authenticating Agent, Paying Agent or Registrar without notice to the Holders. Aptiv International Holdings (UK) LLP or any of its Subsidiaries may act in any such capacity. 

4. INDENTURE. The Issuers issued the 2025 Notes under the Senior Indenture (the “Base Indenture”), dated as of
March 10, 2015, among the Issuers, the guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as Registrar,
Paying Agent and Authenticating Agent. The Issuers shall be entitled to issue Additional 2025 Notes pursuant to the Base Indenture. The terms of the 2025 Notes include those stated in the Base Indenture and those made part of the Base Indenture by
reference to the ninth supplemental indenture, among the Issuers, the Guarantor, the Trustee and the Registrar and Paying 

  
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Agent, dated as of February 18, 2022 (the “Ninth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), setting forth
the additional terms of the 2025 Notes pursuant to Section 2.03 of the Base Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The 2025 Notes are
subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this 2025 Note conflicts with the express provisions of the Indenture and those other
provisions forming a part thereof with respect to the 2025 Notes, the provisions of the Indenture and such other provisions with respect to the 2025 Notes shall govern and be controlling. 

5. OPTIONAL REDEMPTION. At any time prior to February 18, 2023, the Issuers may at their option redeem the 2025 Notes, in whole or in
part, at a redemption price equal to the greater of: 
 (i) 100% of the principal amount of the 2025 Notes to be redeemed;
and 
 (ii) the sum of the present value of (i) the redemption price (100% of the principal amount of the 2025 Notes to
be redeemed) on February 18, 2023 and (ii) all required remaining scheduled interest payments due on the 2025 Notes to be redeemed through February 18, 2023 (not including any portion of such payments of interest accrued and unpaid to
the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15
basis points; 
 plus accrued and unpaid interest on the principal amount of the 2025 Notes to be redeemed to, but not including, the
Redemption Date. The Treasury Rate will be calculated on the Calculation Date. 
 If the 2025 Notes are redeemed at any time on or after
February 18, 2023, the 2025 Notes may be redeemed at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. 

Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by
any depositary in accordance with such depositary’s customary procedures, not less than 10 nor more than 60 days prior to the redemption date. If the Issuers partially redeem the 2025 Notes, the Registrar and Paying Agent, subject to the
procedures of The Depository Trust Company, will select the 2025 Notes to be redeemed on a pro rata basis, by lot or by such other method in accordance with the procedures of The Depository Trust Company, although no 2025 Note less than $2,000 in
original principal amount will be redeemed in part. If the Issuers redeem any 2025 Note in part only, the notice of redemption relating to such 2025 Note shall state the portion of the principal amount thereof to be redeemed. A new 2025 Note in
principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original 2025 Note. On and after the redemption date, interest will cease to accrue on 2025 Notes or portions of such
2025 Notes called for redemption so long as the Issuers have deposited with the Registrar and Paying Agent funds sufficient to pay the principal of the 2025 Notes to be redeemed, plus accrued and unpaid interest thereon. Any notice of redemption may
be conditioned on the satisfaction of one or more conditions precedent. 
 6. TAX REDEMPTION. The Issuers may redeem the 2025 Notes as a
whole but not in part, at their option at any time prior to maturity, upon the giving of a written notice of redemption to the Holders, with a copy to the Trustee, if the Issuers determine that, as a result of: 

(i) any change in or amendment to the laws, or any regulations or rulings promulgated under the laws, of a Relevant
Jurisdiction affecting taxation, or 

  
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 (ii) any change in or amendment to an official position regarding the
application or interpretation of the laws, regulations or rulings referred to above, which change or amendment is announced and becomes effective after the Issue Date (or, if the Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after
the Issue Date, after such later date) (each of the foregoing, a “Change in Tax Law”), each of the Issuers or the Guarantor is or will become obligated to pay Additional Amounts with respect to the 2025 Notes or the Note
Guarantee on the next succeeding interest payment date, pursuant to Section 5.03 (but in the case of the Guarantor, only if the payments giving rise to such obligation cannot be made by the Issuers or another Guarantor
without the obligation to pay Additional Amounts) and the payment of such Additional Amounts cannot be avoided by the use of reasonable measures available to the Issuers or the Guarantor. The redemption price will be equal to 100% of the principal
amount of the 2025 Notes plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (if any) then due or which will become due on the Tax Redemption
Date as a result of the redemption or otherwise (subject to the right of Holders of the 2025 Notes on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest payment date and Additional Amounts (if
any) in respect thereof). The date and the applicable redemption price will be specified in the notice of tax redemption. Notice of such redemption will be irrevocable, and must be mailed by first-class mail to each Holder’s registered address,
or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 15 nor more than 60 days prior to the earliest date on which the Issuers would be obligated to pay such Additional
Amounts if a payment in respect of the 2025 Notes were actually due on such date. No such notice of redemption will be given unless, at the time such notification of redemption is given, such obligation to pay such Additional Amounts remains in
effect. 
 Prior to giving the notice of tax redemption, the Issuers will deliver to the Trustee: 

(i) a certificate signed by a duly authorized Officer stating that the Issuers are entitled to effect the redemption and
setting forth a statement of facts showing that the conditions precedent to the right of the Issuers to so redeem have occurred; and 

(ii) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction,
selected by the Issuers, to the effect that the Issuers are or would be obligated to pay Additional Amounts as a result of a Change in Tax Law. 

The foregoing provisions shall apply mutatis mutandis to any successor to the Issuers or the Guarantor. 

7. MANDATORY REDEMPTION. Except as set forth in Section 5.04 of the Ninth Supplemental Indenture, the Issuers shall
not be required to make mandatory redemption or sinking fund payments with respect to the 2025 Notes. 
 8. NOTICE OF REDEMPTION. At least
10 days but not more than 60 days before a Redemption Date, the Issuers shall mail or cause to be mailed, by first class mail to each Holder’s registered address, or deliver electronically if held by any depositary in accordance with such
depositary’s customary procedures, a notice of redemption to each Holder whose 2025 Notes are to be redeemed. Any redemption and notice thereof may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions
precedent. 

  
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 9. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control Triggering Event, an
Issuer shall make a Change of Control Offer in accordance with Section 5.04 of the Ninth Supplemental Indenture. 

10. DENOMINATIONS, TRANSFER, EXCHANGE. The 2025 Notes are in registered form without coupons in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The transfer of 2025 Notes may be registered and 2025 Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require Holders to pay any transfer tax or other similar governmental charge payable in connection with such transfer and exchange that are required by law or permitted by the Indenture. The Registrar shall not
be required to register the transfer of or exchange of (a) any 2025 Note selected for redemption in whole or in part pursuant to Article 3 of the Base Indenture, except the unredeemed portion of any such 2025 Note being redeemed in part, or
(b) any such 2025 Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such 2025 Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date
determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. 
 11. PERSONS DEEMED
OWNERS. The registered Holder of this 2025 Note may be treated as its owner for all purposes. 
 12. AMENDMENT, SUPPLEMENT AND WAIVER. The
Indenture, the Note Guarantee or the 2025 Notes may be amended or supplemented as provided in the Indenture. 
 13. DEFAULTS AND REMEDIES.
The Events of Default relating to the 2025 Notes are defined in Section 6.01 of the Base Indenture, as supplemented by Section 7.01 of the Ninth Supplemental Indenture. If any Event of Default
(other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding 2025 Notes and all other notes issued under the
Indenture affected thereby (all such series voting as a single class) may declare the principal of and accrued but unpaid interest on all the 2025 Notes to be due and payable immediately by notice in writing to the Issuers and the Trustee (if given
by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default arising from certain events of bankruptcy or insolvency
occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding 2025 Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder. Holders may not enforce the Indenture, the Note Guarantee or the 2025 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then
outstanding 2025 Notes and all other notes of all series affected thereby may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment
of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding 2025 Notes and all other notes issued under the Indenture
affected thereby (all such series voting as a single class) by written notice to the Trustee may on behalf of the Holders of all of the 2025 Notes waive any existing Default and its consequences under the Indenture with respect to the 2025 Notes
except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the 2025 Notes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuers are required within 30 Business Days after becoming aware of any Default with respect to the 2025 Notes, to deliver to the Trustee a statement specifying such Default and what action
the Issuers propose to take with respect thereto. 

  
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 14. AUTHENTICATION. This 2025 Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose until authenticated by the manual or electronic signature of the Trustee or Authenticating Agent. 

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE 2025 NOTES OF THIS SERIES AND THE
NOTE GUARANTEE TO THE 2025 NOTES. 
 16. CUSIP AND ISIN NUMBERS. The Issuers have caused CUSIP and ISIN numbers to be printed on the 2025
Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the 2025 Notes or as contained
in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuers will furnish
to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at the following address: 

Aptiv PLC 
 5 Hanover Quay 

Grand Canal Dock 
 Dublin 2,
Ireland 
 Attention: Treasurer 

  
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 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 Issuers. 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-10 












 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $______________. The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made: 
  


									
	 Date of Exchange
	 	 Amount of

decrease in

Principal
 Amount of this
Global Note
	 	 Amount of

increase in

Principal
 Amount of this
Global Note
	 	 Principal

Amount of this Global Note

following such decrease or

increase
	 	 Signature of

authorized
 officer of
Trustee
 or Custodian



 

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



  
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 EXHIBIT B 

[FORM OF FACE OF NOTE] 
 [Global
Note Legend] 
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS 2032 NOTE) OR ITS NOMINEE. THIS
GLOBAL NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND 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 DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR 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. 











 CUSIP: 00217G AB9 

ISIN: US00217GAB95 
 GLOBAL NOTE 

3.250% Senior Notes due 2032 
  

			
	No. ___	  	$[____________]

 APTIV PLC and APTIV CORPORATION 

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

the principal sum of __________________________________________________________U.S. DOLLARS on March 1, 2032, as such amount may be changed from time to
time pursuant to the Schedule of Exchanges of Interests attached hereto. 
 Interest Payment Dates: March 1 and September 1 

Record Dates: February 15 and August 15 

  
 B-2 












 
			
	APTIV PLC
		
	By:	 	          

	Name:
	Title:
	
	APTIV CORPORATION
		
	By:	 	          

	Name:
	Title:



  
 B-3 













			
	This is one of the 2032 Notes referred to in the within-mentioned Ninth Supplemental Indenture:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authenticating Agent
		
	By:	 	          

	      Name:
	      Title:


Dated: _______________, 20__ 

  
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 [Form of reverse side of 2032 Note] 

3.250% Senior Note due 2032 

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

1.    INTEREST. Aptiv PLC (the “Issuer”) and Aptiv Corporation (the “Co-Obligor” and, together with the Issuer, the “Issuers”) promise to pay interest on the principal amount of this 2032 Note at a rate per annum of 3.250% from February 18,
2022 until maturity or pursuant to Section 7.02 of the Ninth Supplemental Indenture. The Issuers will pay interest on this 2032 Note semi-annually in arrears on March 1 and September 1 of each year, commencing on
September 1, 2022, or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuers will make each interest payment to the Holder of record of this 2032 Note
on the immediately preceding February 15 and August 15 (the “Regular Record Date”), as the case may be. Interest on this 2032 Note will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from and including February 18, 2022. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at
the rate borne by this 2032 Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at
the rate borne by this 2032 Note. Interest will be computed on the basis of a 360-day year comprise of twelve 30-day months. 

2.    METHOD OF PAYMENT. The Issuers will pay interest on this 2032 Note to the Person who is the registered Holder of
this 2032 Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this 2032 Note is cancelled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Base Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders, provided
that (a) all payments of principal, premium, if any, and interest on, 2032 Notes represented by Global Notes registered in the name of or held by the DTC or its nominee will be made by wire transfer of immediately available funds to the
accounts specified by the Holder or Holders thereof and (b) all payments of principal, premium, if any, and interest with respect to Certificated Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee or the Paying Agent may accept in its discretion). Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt. 

3.    AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as
Authenticating Agent, Paying Agent and Registrar. The Issuers may change any Authenticating Agent, Paying Agent or Registrar without notice to the Holders. Aptiv International Holdings (UK) LLP or any of its Subsidiaries may act in any such
capacity. 
 4.    INDENTURE. The Issuers issued the 2032 Notes under the Senior Indenture (the “Base
Indenture”), dated as of March 10, 2015, among the Issuers, the guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New
York banking corporation, as Registrar, Paying Agent and Authenticating Agent. The Issuers shall be entitled to issue Additional 2032 Notes pursuant to the Base Indenture. The terms of the 2032 Notes include those stated in the Base Indenture and
those made part of the Base Indenture by reference to the ninth supplemental indenture, among the Issuers, the Guarantor, the Trustee and the Registrar and Paying 

  
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Agent, dated as of February 18, 2022 (the “Ninth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), setting forth
the additional terms of the 2032 Notes pursuant to Section 2.03 of the Base Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The 2032 Notes are
subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this 2032 Note conflicts with the express provisions of the Indenture and those other
provisions forming a part thereof with respect to the 2032 Notes, the provisions of the Indenture and such other provisions with respect to the 2032 Notes shall govern and be controlling. 

5.    OPTIONAL REDEMPTION. At any time prior to December 1, 2031 (three months prior to the maturity date of the 2032
Notes), the Issuers may at their option redeem the 2032 Notes, in whole or in part, at a redemption price equal to the greater of: 

(i)    100% of the principal amount of the 2032 Notes to be redeemed; and 

(ii)    the sum of the present value of (i) the redemption price (100% of the principal amount of the
2032 Notes to be redeemed) on December 1, 2031 and (ii) all required remaining scheduled interest payments due on the 2032 Notes to be redeemed through December 1, 2031 (not including any portion of such payments of interest accrued
and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points; 
 plus accrued and unpaid interest on the principal amount of the 2032 Notes to be redeemed to, but not
including, the Redemption Date. The Treasury Rate will be calculated on the Calculation Date. 
 If the 2032 Notes are redeemed at any time
on or after December 1, 2031 (three months prior to the maturity date of the 2032 Notes), the 2032 Notes may be redeemed at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid
interest thereon to, but not including, the Redemption Date. 
 Notice of such redemption must be mailed by first-class mail to each
Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 10 nor more than 60 days prior to the redemption date. If the Issuers partially
redeem the 2032 Notes, the Registrar and Paying Agent, subject to the procedures of The Depository Trust Company, will select the 2032 Notes to be redeemed on a pro rata basis, by lot or by such other method in accordance with the procedures of The
Depository Trust Company, although no 2032 Note less than $2,000 in original principal amount will be redeemed in part. If the Issuers redeem any 2032 Note in part only, the notice of redemption relating to such 2032 Note shall state the portion of
the principal amount thereof to be redeemed. A new 2032 Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original 2032 Note. On and after the redemption date,
interest will cease to accrue on 2032 Notes or portions of such 2032 Notes called for redemption so long as the Issuers have deposited with the Registrar and Paying Agent funds sufficient to pay the principal of the 2032 Notes to be redeemed, plus
accrued and unpaid interest thereon. Any notice of redemption may be conditioned on the satisfaction of one or more conditions precedent. 

  
 B-6 












 6.    TAX REDEMPTION. The Issuers may redeem the 2032 Notes as a whole
but not in part, at its option at any time prior to maturity, upon the giving of a written notice of redemption to the Holders, with a copy to the Trustee, if it determines that, as a result of: 

(i)    any change in or amendment to the laws, or any regulations or rulings promulgated under the laws, of
a Relevant Jurisdiction affecting taxation, or 
 (ii)    any change in or amendment to an official
position regarding the application or interpretation of the laws, regulations or rulings referred to above, which change or amendment is announced and becomes effective after the Issue Date (or, if the Relevant Jurisdiction becomes a Relevant
Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing, a “Change in Tax Law”), each of the Issuers or the Guarantor is or will become obligated to pay Additional Amounts with respect to
the 2032 Notes or the Note Guarantee on the next succeeding interest payment date, pursuant to Section 5.03 (but in the case of the Guarantor, only if the payments giving rise to such obligation cannot be made by the
Issuers or another Guarantor without the obligation to pay Additional Amounts) and the payment of such Additional Amounts cannot be avoided by the use of reasonable measures available to the Issuers or the Guarantor. The redemption price will be
equal to 100% of the principal amount of the 2032 Notes plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (if any) then due or which will
become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the 2032 Notes on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest
payment date and Additional Amounts (if any) in respect thereof). The date and the applicable redemption price will be specified in the notice of tax redemption. Notice of such redemption will be irrevocable, and must be mailed by first-class mail
to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 15 nor more than 60 days prior to the earliest date on which the Issuers
would be obligated to pay such Additional Amounts if a payment in respect of the 2032 Notes were actually due on such date. No such notice of redemption will be given unless, at the time such notification of redemption is given, such obligation to
pay such Additional Amounts remains in effect. 
 Prior to giving the notice of tax redemption, the Issuers will deliver to the Trustee:

 (i)    a certificate signed by a duly authorized Officer stating that the Issuers are entitled to
effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuers to so redeem have occurred; and 

(ii)    an opinion of independent tax counsel of recognized standing qualified under the laws of the
Relevant Jurisdiction, selected by the Issuers, to the effect that the Issuers are or would be obligated to pay Additional Amounts as a result of a Change in Tax Law. 

The foregoing provisions shall apply mutatis mutandis to any successor to the Issuers or the Guarantor. 

7.    MANDATORY REDEMPTION. Except as set forth in Section 5.04 of the Ninth Supplemental
Indenture, the Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the 2032 Notes. 
 8.
    NOTICE OF REDEMPTION. At least 10 days but not more than 60 days before a Redemption Date, the Issuers shall mail or cause to be mailed, by first class mail to each Holder’s registered address, or deliver electronically
if held by any depositary in accordance with such depositary’s customary procedures, a notice of redemption to each Holder whose 2032 Notes are to be redeemed. Any redemption and notice thereof may, in the Issuers’ discretion, be subject
to the satisfaction of one or more conditions precedent. 

  
 B-7 












 9.     OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control
Triggering Event, an Issuer shall make a Change of Control Offer in accordance with Section 5.04 of the Ninth Supplemental Indenture. 

10.    DENOMINATIONS, TRANSFER, EXCHANGE. The 2032 Notes are in registered form without coupons in denominations of $2,000
and integral multiples of $1,000 in excess thereof. The transfer of 2032 Notes may be registered and 2032 Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Issuers may require Holders to pay any transfer tax or other similar governmental charge payable in connection with such transfer and exchange that are required by law or permitted by the
Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any 2032 Note selected for redemption in whole or in part pursuant to Article 3 of the Base Indenture, except the unredeemed portion of any such 2032
Note being redeemed in part, or (b) any such 2032 Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such 2032 Notes or 15 days before an Interest Payment Date (whether or not an Interest
Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. 

11.    PERSONS DEEMED OWNERS. The registered Holder of this 2032 Note may be treated as its owner for all purposes. 

12.    AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantee or the 2032 Notes may be amended or
supplemented as provided in the Indenture. 
 13.    DEFAULTS AND REMEDIES. The Events of Default relating to the 2032
Notes are defined in Section 6.01 of the Base Indenture, as supplemented by Section 7.01 of the Ninth Supplemental Indenture. If any Event of Default (other than an Event of Default arising from
certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding 2032 Notes and all other notes issued under the Indenture affected thereby (all such series
voting as a single class) may declare the principal of and accrued but unpaid interest on all the 2032 Notes to be due and payable immediately by notice in writing to the Issuers and the Trustee (if given by the Holders) specifying the respective
Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default arising from certain events of bankruptcy or insolvency occurs and is continuing, then all unpaid
principal of, and premium, if any, and accrued and unpaid interest on all the outstanding 2032 Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders
may not enforce the Indenture, the Note Guarantee or the 2032 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding 2032 Notes and all other notes of
all series affected thereby may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if
it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding 2032 Notes and all other notes issued under the Indenture affected thereby (all such series voting as a
single class) by written notice to the Trustee may on behalf of the Holders of all of the 2032 Notes waive any existing Default and its consequences under the Indenture with respect to the 2032 Notes except a continuing Default in payment of the
principal of, premium, if any, or interest on, any of the 2032 Notes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Issuers are required within 30 Business Days after becoming aware of any Default with respect to the 2032 Notes, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with
respect thereto. 

  
 B-8 












 14.    AUTHENTICATION. This 2032 Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual or electronic signature of the Trustee or Authenticating Agent. 

15.    GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE 2032 NOTES
OF THIS SERIES AND THE NOTE GUARANTEE TO THE 2032 NOTES. 
 16.    CUSIP AND ISIN NUMBERS. The Issuers have caused CUSIP
and ISIN numbers to be printed on the 2032 Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as
printed on the 2032 Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at
the following address: 
 Aptiv PLC 

5 Hanover Quay 
 Grand Canal
Dock 
 Dublin 2, Ireland 

Attention: Treasurer 

  
 B-9 












 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 Issuers. 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). 


 . 

  
 B-10 












 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is
$                            . The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	 Amount of

decrease in
 Principal

Amount of this Global Note
	  	 Amount of

increase in
 Principal

Amount of this
 Global Note
	  	 Principal

Amount of this
Global Note

following such
decrease or

increase
	  	 Signature of

authorized

officer of Trustee
 or
Custodian


  
  

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

  
 B-11 












 EXHIBIT C 

[FORM OF FACE OF NOTE] 
 [Global
Note Legend] 
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS 2052 NOTE) OR ITS NOMINEE. THIS
GLOBAL NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND 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 DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR 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. 











 CUSIP: 00217G AC7 

ISIN: US00217GAC78 
 GLOBAL NOTE 

4.150% Senior Notes due 2052 
  

			
	 No. ___
	  	 $[____________]


 APTIV PLC and APTIV CORPORATION 

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

the principal sum of __________________________________________________________U.S. DOLLARS on May 1, 2052, as such amount may be changed from time to
time pursuant to the Schedule of Exchanges of Interests attached hereto. 
 Interest Payment Dates: May 1 and November 1 

Record Dates: April 15 and October 15 

  
 C-2 












 
			
	
	APTIV PLC
		
	By:	 	
                 

	Name:
	Title:
	
	APTIV CORPORATION
		
	By:	 	  

	Name:
	Title:



  
 C-3 













			
	This is one of the 2052 Notes referred to in the within-mentioned Ninth Supplemental Indenture:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authenticating Agent
		
	By:	 	
                 

		 	Name:
		 	Title:

 Dated:
                            , 20         

  
 C-4 












 [Form of reverse side of 2052 Note] 

4.150% Senior Note due 2052 

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

1. INTEREST. Aptiv PLC (the “Issuer”) and Aptiv Corporation (the
“Co-Obligor” and, together with the Issuer, the “Issuers”) promise to pay interest on the principal amount of this 2052 Note at a rate per annum of 4.150% from
February 18, 2022 until maturity or pursuant to Section 7.02 of the Ninth Supplemental Indenture. The Issuers will pay interest on this 2052 Note semi-annually in arrears on May 1 and November 1 of each year,
commencing on May 1, 2022, or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuers will make each interest payment to the Holder of record of this
2052 Note on the immediately preceding April 15 and October 15 (the “Regular Record Date”), as the case may be. Interest on this 2052 Note will accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from and including February 18, 2022. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand
at the rate borne by this 2052 Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand
at the rate borne by this 2052 Note. Interest will be computed on the basis of a 360-day year comprise of twelve 30-day months. 

2. METHOD OF PAYMENT. The Issuers will pay interest on this 2052 Note to the Person who is the registered Holder of this 2052 Note at the close
of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this 2052 Note is cancelled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.13 of the Base Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders, provided that
(a) all payments of principal, premium, if any, and interest on, 2052 Notes represented by Global Notes registered in the name of or held by the DTC or its nominee will be made by wire transfer of immediately available funds to the accounts
specified by the Holder or Holders thereof and (b) all payments of principal, premium, if any, and interest with respect to Certificated Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee or the Paying Agent may accept in its discretion). Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt. 

3. AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as Authenticating Agent, Paying
Agent and Registrar. The Issuers may change any Authenticating Agent, Paying Agent or Registrar without notice to the Holders. Aptiv International Holdings (UK) LLP or any of its Subsidiaries may act in any such capacity. 

4. INDENTURE. The Issuers issued the 2052 Notes under the Senior Indenture (the “Base Indenture”), dated as of
March 10, 2015, among the Issuers, the guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as Registrar,
Paying Agent and Authenticating Agent. The Issuers shall be entitled to issue Additional 2052 Notes pursuant to the Base Indenture. The terms of the 2052 Notes include those stated in the Base Indenture and those made part of the Base Indenture by
reference to the ninth supplemental indenture, among the Issuers, the Guarantor, the Trustee and the Registrar and Paying 

  
 C-5 












 
Agent, dated as of February 18, 2022 (the “Ninth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), setting forth
the additional terms of the 2052 Notes pursuant to Section 2.03 of the Base Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The 2052 Notes are
subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this 2052 Note conflicts with the express provisions of the Indenture and those other
provisions forming a part thereof with respect to the 2052 Notes, the provisions of the Indenture and such other provisions with respect to the 2052 Notes shall govern and be controlling. 

5. OPTIONAL REDEMPTION. At any time prior to November 1, 2051 (six months prior to the maturity date of the 2052 Notes), the Issuers may
at their option redeem the 2052 Notes, in whole or in part, at a redemption price equal to the greater of: 
 (i) 100% of the
principal amount of the 2052 Notes to be redeemed; and 
 (ii) the sum of the present value of (i) the redemption price
(100% of the principal amount of the 2052 Notes to be redeemed) on November 1, 2051 and (ii) all required remaining scheduled interest payments due on the 2052 Notes to be redeemed through November 1, 2051 (not including any portion
of such payments of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points; 
 plus accrued and unpaid interest
on the principal amount of the 2052 Notes to be redeemed to, but not including, the Redemption Date. The Treasury Rate will be calculated on the Calculation Date. 

If the 2052 Notes are redeemed at any time on or after November 1, 2051 (six months prior to the maturity date of the 2052 Notes), the
2052 Notes may be redeemed at a redemption price equal to 100% of the principal amount of the 2052 Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. 

Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by
any depositary in accordance with such depositary’s customary procedures, not less than 10 nor more than 60 days prior to the redemption date. If the Issuers partially redeem the 2052 Notes, the Registrar and Paying Agent, subject to the
procedures of The Depository Trust Company, will select the 2052 Notes to be redeemed on a pro rata basis, by lot or by such other method in accordance with the procedures of The Depository Trust Company, although no 2052 Note less than $2,000 in
original principal amount will be redeemed in part. If the Issuers redeem any 2052 Note in part only, the notice of redemption relating to such 2052 Note shall state the portion of the principal amount thereof to be redeemed. A new 2052 Note in
principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original 2052 Note. On and after the redemption date, interest will cease to accrue on 2052 Notes or portions of such
2052 Notes called for redemption so long as the Issuers have deposited with the Registrar and Paying Agent funds sufficient to pay the principal of the 2052 Notes to be redeemed, plus accrued and unpaid interest thereon. Any notice of redemption may
be conditioned on the satisfaction of one or more conditions precedent. 
 6. TAX REDEMPTION. The Issuers may redeem the 2052 Notes as a
whole but not in part, at its option at any time prior to maturity, upon the giving of a written notice of redemption to the Holders, with a copy to the Trustee, if it determines that, as a result of: 

  
 C-6 












 (i) any change in or amendment to the laws, or any regulations or rulings
promulgated under the laws, of a Relevant Jurisdiction affecting taxation, or 
 (ii) any change in or amendment to an
official position regarding the application or interpretation of the laws, regulations or rulings referred to above, which change or amendment is announced and becomes effective after the Issue Date (or, if the Relevant Jurisdiction becomes a
Relevant Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing, a “Change in Tax Law”), each of the Issuers or the Guarantor is or will become obligated to pay Additional Amounts with
respect to the 2052 Notes or the Note Guarantee on the next succeeding interest payment date, pursuant to Section 5.03 (but in the case of the Guarantor, only if the payments giving rise to such obligation cannot be made by
the Issuers or another Guarantor without the obligation to pay Additional Amounts) and the payment of such Additional Amounts cannot be avoided by the use of reasonable measures available to the Issuers or the Guarantor. The redemption price will be
equal to 100% of the principal amount of the 2052 Notes plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (if any) then due or which will
become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the 2052 Notes on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest
payment date and Additional Amounts (if any) in respect thereof). The date and the applicable redemption price will be specified in the notice of tax redemption. Notice of such redemption will be irrevocable, and must be mailed by first-class mail
to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 15 nor more than 60 days prior to the earliest date on which the Issuers
would be obligated to pay such Additional Amounts if a payment in respect of the 2052 Notes were actually due on such date. No such notice of redemption will be given unless, at the time such notification of redemption is given, such obligation to
pay such Additional Amounts remains in effect. 
 Prior to giving the notice of tax redemption, the Issuers will deliver to the Trustee:

 (i) a certificate signed by a duly authorized Officer stating that the Issuers are entitled to effect the redemption and
setting forth a statement of facts showing that the conditions precedent to the right of the Issuers to so redeem have occurred; and 

(ii) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction,
selected by the Issuers, to the effect that the Issuers are or would be obligated to pay Additional Amounts as a result of a Change in Tax Law. 

The foregoing provisions shall apply mutatis mutandis to any successor to the Issuers or the Guarantor. 

7. MANDATORY REDEMPTION. Except as set forth in Section 5.04 of the Ninth Supplemental Indenture, the Issuers shall
not be required to make mandatory redemption or sinking fund payments with respect to the 2052 Notes. 
 8. NOTICE OF REDEMPTION. At least 10
days but not more than 60 days before a Redemption Date, the Issuers shall mail or cause to be mailed, by first class mail to each Holder’s registered address, or deliver electronically if held by any depositary in accordance with such
depositary’s customary procedures, a notice of redemption to each Holder whose 2052 Notes are to be redeemed. Any redemption and notice thereof may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions
precedent. 

  
 C-7 












 9. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control Triggering Event, an
Issuer shall make a Change of Control Offer in accordance with Section 5.04 of the Ninth Supplemental Indenture. 

10. DENOMINATIONS, TRANSFER, EXCHANGE. The 2052 Notes are in registered form without coupons in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The transfer of 2052 Notes may be registered and 2052 Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require Holders to pay any transfer tax or other similar governmental charge payable in connection with such transfer and exchange that are required by law or permitted by the Indenture. The Registrar shall not
be required to register the transfer of or exchange of (a) any 2052 Note selected for redemption in whole or in part pursuant to Article 3 of the Base Indenture, except the unredeemed portion of any such 2052 Note being redeemed in part, or
(b) any such 2052 Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such 2052 Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date
determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. 
 11. PERSONS DEEMED
OWNERS. The registered Holder of this 2052 Note may be treated as its owner for all purposes. 
 12. AMENDMENT, SUPPLEMENT AND WAIVER. The
Indenture, the Note Guarantee or the 2052 Notes may be amended or supplemented as provided in the Indenture. 
 13. DEFAULTS AND REMEDIES.
The Events of Default relating to the 2052 Notes are defined in Section 6.01 of the Base Indenture, as supplemented by Section 7.01 of the Ninth Supplemental Indenture. If any Event of Default
(other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding 2052 Notes and all other notes issued under the
Indenture affected thereby (all such series voting as a single class) may declare the principal of and accrued but unpaid interest on all the 2052 Notes to be due and payable immediately by notice in writing to the Issuers and the Trustee (if given
by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default arising from certain events of bankruptcy or insolvency
occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding 2052 Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder. Holders may not enforce the Indenture, the Note Guarantee or the 2052 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then
outstanding 2052 Notes and all other notes of all series affected thereby may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment
of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding 2052 Notes and all other notes issued under the Indenture
affected thereby (all such series voting as a single class) by written notice to the Trustee may on behalf of the Holders of all of the 2052 Notes waive any existing Default and its consequences under the Indenture with respect to the 2052 Notes
except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the 2052 Notes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuers are required within 30 Business Days after becoming aware of any Default with respect to the 2052 Notes, to deliver to the Trustee a statement specifying such Default and what action
the Issuers propose to take with respect thereto. 

  
 C-8 












 14. AUTHENTICATION. This 2052 Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose until authenticated by the manual or electronic signature of the Trustee or Authenticating Agent. 

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE 2052 NOTES OF THIS SERIES AND THE
NOTE GUARANTEE TO THE 2052 NOTES. 
 16. CUSIP AND ISIN NUMBERS. The Issuers have caused CUSIP and ISIN numbers to be printed on the 2052
Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the 2052 Notes or as contained
in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuers will furnish
to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at the following address: 

Aptiv PLC 
 5 Hanover Quay 

Grand Canal Dock 
 Dublin 2,
Ireland 
 Attention: Treasurer 

  
 C-9 












 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 Issuers. 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). 



  
 C-10 












 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $______________. The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made: 
  


									
	 Date of Exchange
	  	 Amount of

decrease in
 Principal

Amount of this
 Global Note
	  	 Amount of

increase in
 Principal

Amount of this
 Global Note
	  	 Principal

Amount of this
Global Note

following such
decrease or

increase
	  	 Signature of

authorized

officer of Trustee
 or
Custodian


  
  

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



  
 C-11