Exhibit 4.3


 


EXECUTION VERSION


 


CYRUSONE LP


 


and


 


CYRUSONE FINANCE CORP.


 


as Issuers,


 


CYRUSONE INC.


 


as Guarantor,


 


and


 


WELLS FARGO BANK, N.A.


 


as Trustee


 


3.450% SENIOR NOTES DUE 2029


 





 



 


SECOND SUPPLEMENTAL

 INDENTURE


 


Dated as of December 5, 2019


 


TO THE INDENTURE


 


Dated as of December 5, 2019



 





 



 






     


     


    

 





	 	TABLE OF CONTENTS	 
	 	 	 
	 	 	Page
	 	 	 
	 	ARTICLE I	 
	 	 	 
	 	RELATION TO BASE INDENTURE; DEFINITIONS; INTERPRETATION	 
	 	 	 
	SECTION 1.1	Relation to Base Indenture	1
	SECTION 1.2	Incorporation by Reference of Trust Indenture Act	2
	SECTION 1.3	Rules of Construction	2
	SECTION 1.4	Definition of Terms; Interpretation	2
	SECTION 1.5	Additional Definitions	3
	 	 	 
	 	ARTICLE II	 
	 	 	 
	 	THE NOTES	 
	 	 	 
	SECTION 2.1	Terms of the Notes	12
	SECTION 2.2	Additional Notes	13
	SECTION 2.3	Security Registrar and Paying Agent	14
	SECTION 2.4	Certain Notes Owned by Issuers Disregarded	14
	 	 	 
	 	ARTICLE III	 
	 	 	 
	 	FORM OF THE NOTES	 
	 	 	 
	SECTION 3.1	Global Form	14
	SECTION 3.2	Transfer and Exchange	14
	SECTION 3.3	General Provisions Relating to Transfers and Exchanges	18
	 	 	 
	 	ARTICLE IV	 
	 	 	 
	 	REDEMPTION OF THE NOTES	 
	 	 	 
	SECTION 4.1	Optional Redemption of the Notes	19
	SECTION 4.2	Notice of Redemption; Selection of the Notes	19
	SECTION 4.3	Payment of the Notes Called for Redemption by the Issuers	21
	 	 	 
	 	ARTICLE V	 
	 	 	 
	 	NOTE GUARANTEE	 
	 	 	 
	SECTION 5.1	Note Guarantee	21
	SECTION 5.2	Limitation on Guarantor Liability	22
	SECTION 5.3	Execution and Delivery of Note Guarantee	22



 






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	 	ARTICLE VI	 
	 	 	 
	 	ADDITIONAL COVENANTS	 
	 	 	 
	SECTION 6.1	Reports	23
	SECTION 6.2	Limitations on Incurrence of Indebtedness	24
	SECTION 6.3	Compliance Certificates	25
	 	 	 
	 	ARTICLE VII	 
	 	 	 
	 	REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT	 
	 	 	 
	SECTION 7.1	Events of Default	26
	SECTION 7.2	Acceleration of Maturity; Rescission and Annulment	27
	SECTION 7.3	Restoration of Rights and Remedies	27
	SECTION 7.4	Control by Holders	28
	SECTION 7.5	Notice of Default	28
	SECTION 7.6	Cure of Default	28
	 	 	 
	 	ARTICLE VIII	 
	 	 	 
	 	CONCERNING THE TRUSTEE	 
	 	 	 
	SECTION 8.1	Certain Rights of Trustee	29
	SECTION 8.2	Moneys Held in Trust	30
	SECTION 8.3	Compensation and Reimbursement	30
	 	 	 
	 	ARTICLE IX	 
	 	 	 
	 	SUPPLEMENTAL INDENTURES	 
	 	 	 
	SECTION 9.1	Supplemental Indentures Without the Consent of Holders	31
	SECTION 9.2	Supplemental Indentures With the Consent of Holders	32
	SECTION 9.3	Effect of Supplemental Indentures	33
	SECTION 9.4	Notes Affected by Supplemental Indentures	34
	SECTION 9.5	Execution of Supplemental Indentures	34
	 	 	 
	 	ARTICLE X	 
	 	 	 
	 	SUCCESSOR ENTITY	 
	 	 	 
	SECTION 10.1	Company and the Guarantor May Consolidate on Certain Terms	34
	SECTION 10.2	Successor Entity Substituted	35



 






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	 	ARTICLE XI	 
	 	 	 
	 	SATISFACTION AND DISCHARGE	 
	 	 	 
	SECTION 11.1	Satisfaction and Discharge	35
	SECTION 11.2	Application of Trust Money	36
	 	 	 
	 	ARTICLE XII	 
	 	 	 
	 	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 	 
	SECTION 12.1	Option to Effect Legal Defeasance or Covenant Defeasance	37
	SECTION 12.2	Legal Defeasance and Discharge	37
	SECTION 12.3	Covenant Defeasance	38
	SECTION 12.4	Conditions to Legal or Covenant Defeasance	38
	SECTION 12.5	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	39
	SECTION 12.6	Repayment to Issuers	40
	SECTION 12.7	Reinstatement	40
	 	 	 
	 	ARTICLE XIII	 
	 	 	 
	 	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	 
	 	 	 
	SECTION 13.1	No Recourse	41
	 	 	 
	 	ARTICLE XIV	 
	 	 	 
	 	MISCELLANEOUS PROVISIONS	 
	 	 	 
	SECTION 14.1	Effect on Successors and Assigns	41
	SECTION 14.2	Actions by Successor	41
	SECTION 14.3	Notices	41
	SECTION 14.4	Governing Law/Waiver of Jury Trial	43
	SECTION 14.5	Conflict with Trust Indenture Act	43
	SECTION 14.6	Counterparts	43
	SECTION 14.7	Severability	43
	SECTION 14.8	The Trustee	44
	SECTION 14.9	Ratifications	44
	 	 	 







 






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SECOND SUPPLEMENTAL INDENTURE dated as of
December 5, 2019 (this “Supplemental Indenture”), among CYRUSONE LP, a Maryland limited partnership (the
“Company”), CYRUSONE FINANCE CORP., a Maryland corporation (the “Co-Issuer,” and together
with the Company, the “Issuers” and each an “Issuer”), CYRUSONE INC., a Maryland corporation
and the sole beneficial owner and sole trustee of CyrusOne GP, which is the sole general partner of the Company (the “Guarantor,”
or “Holdings”), and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Issuers have executed and delivered
to the Trustee an Indenture, dated as of December 5, 2019 (the “Base Indenture”), providing for the issuance
by the Issuers from time to time of Securities in one or more series;


 


WHEREAS, Section 2.1 of the Base Indenture
provides for various matters with respect to any series of Securities issued under the Base Indenture to be established in an indenture
supplemental to the Base Indenture;


 


WHEREAS, each of the Issuers and the Guarantor
desires to execute this Supplemental Indenture to establish the form and to provide for the issuance of a series of the Issuers’
senior notes designated as the Issuers’ 3.450% Senior Notes due 2029 (the “Notes”), in an initial aggregate
principal amount of $600,000,000;


 


WHEREAS, the Issuers have requested that the
Trustee execute and deliver this Supplemental Indenture, and to make the Notes, when executed by the Issuers and authenticated
and delivered by the Trustee, the valid and binding obligations of the Issuers; and


 


WHEREAS, all of the other conditions and requirements
necessary to make this Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with
its terms and for the purposes herein expressed, have been performed and fulfilled.


 


NOW, THEREFORE, for and in consideration of
the premises and the purchase of the series of Securities provided for herein by the Holders thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of Securities of such series, as follows:


 


ARTICLE I


 


RELATION
TO BASE INDENTURE; DEFINITIONS; INTERPRETATION


 


SECTION 1.1     Relation
to Base Indenture.


 


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


 






     


     


    

 


SECTION 1.2     Incorporation
by Reference of Trust Indenture Act.


 


The following Trust Indenture Act term used
in this Supplemental Indenture has the following meaning:


 


“obligor” on the Notes
and the Note Guarantee means the Issuers and the Guarantor, respectively, and any successor obligor upon the Notes and the Note
Guarantee, respectively.


 


SECTION 1.3     Rules of
Construction.


 


Unless the context otherwise requires:


 


(1)            a
term has the meaning assigned to it;


 


(2)            an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)            “or”
is not exclusive;


 


(4)            “including”
is not limiting;


 


(5)            words
in the singular include the plural, and in the plural include the singular;


 


(6)            “will”
shall be interpreted to express a command;


 


(7)            provisions
apply to successive events and transactions; and


 


(8)            references
to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or
rules adopted by the Commission from time to time.


 


SECTION 1.4     Definition
of Terms; Interpretation.


 


For all purposes of this Supplemental Indenture,
except as otherwise expressly provided for or unless the context otherwise requires:


 


(1)            Capitalized
terms used but not defined herein shall have the respective meanings assigned to them in the Base Indenture;


 


(2)            To
the extent a term is defined in this Supplemental Indenture and in the Base Indenture, the term defined in this Supplemental Indenture
shall govern and be controlling with respect to the Notes; and


 






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(3)            All
references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture as they amend or supplement the Base Indenture, and not the Base Indenture or any other document.


 


SECTION 1.5     Additional
Definitions.


 


For purposes of this Supplemental Indenture
and the Notes, the following terms shall have the following meanings:


 


“Acquired Indebtedness”
means Indebtedness of a Person (a) existing at the time such Person becomes a Subsidiary or (b) assumed in connection
with the acquisition of assets from such Person, in each case, other than Indebtedness Incurred in connection with, or in contemplation
of, such Person becoming a Subsidiary or such acquisition; provided that Indebtedness of such Person that is redeemed, defeased,
retired or otherwise repaid at the time of, or substantially concurrently upon consummation of, the transactions by which such
Person becomes a Subsidiary will not be Acquired Indebtedness. Acquired Indebtedness shall be deemed to be Incurred on the date
of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.


 


“Additional Notes” means
additional Notes (other than the Initial Notes) issued under the Indenture in accordance with Section 2.4 of the Base Indenture
and Sections 2.2 and 6.2, as part of the same series as the Initial Notes.


 


“Agent” means any Securities
Registrar or Paying Agent.


 


“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures
of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.


 


“Authentication Order”
means a written order signed in the name of the Company to the Trustee to authenticate and deliver the Notes, signed by one or
more Authorized Officers of the Company.


 


“Capitalization Rate” means
8.00%.


 


“Clearstream” means Clearstream
Banking, Société Anonyme.


 


“Co-Issuer” shall have
the meaning set forth in the preamble and shall also include its successors and assigns.


 


“Company” shall have the
meaning set forth in the preamble, and subject to the provisions of Article X, shall also include its successors and assigns.


 


“Comparable Treasury
Issue” means the United States Treasury security selected by the Company as having a maturity comparable to the
remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the Notes Par Call Date)
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the remaining term of the Notes.


 






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“Comparable Treasury Price”
means with respect to any Redemption Date for the Notes (i) the average of four Reference Treasury Dealer Quotations for that
Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Confidential Datasite”
shall have the meaning set forth in Section 6.1(b).


 


“Consolidated EBITDA” means,
for any period of time, without duplication, consolidated net income (loss) of the Guarantor and its Consolidated Subsidiaries
plus amounts which have been deducted and minus amounts which have been added for, without duplication, (a) Interest Expense,
(b) depreciation and amortization and other non-cash items deducted or added back in arriving at net income (loss), (c) provision
for taxes based on income or profits, (d) non-recurring or other unusual items, as determined by the Company in good faith
(including all prepayment penalties and all costs or fees incurred in connection with any equity financing, debt financing or amendment
thereto, acquisition, disposition, recapitalization or similar transaction (regardless of whether such transaction is completed)),
(e) extraordinary items, (f) noncontrolling interests, (g) the income, expense, gain or loss attributable to transactions
involving derivative instruments that do not qualify for hedge accounting in accordance with GAAP, and (h) gains or losses
on dispositions of depreciable real estate investments, property valuation losses and impairment charges; provided, however,
that in no event will Consolidated EBITDA include (x) net income (loss) (whether pursuant to the equity method of accounting
or otherwise) on account of any of the Company’s or its Consolidated Subsidiaries’ unconsolidated subsidiaries and
other partially owned entities or (y) net income (loss) generated from the Company’s or its Consolidated Subsidiaries’
real property under construction or Redevelopment Properties; provided further, that all amounts for such period shall be
reasonably determined by the Company in accordance with GAAP to the extent GAAP is applicable.


 


Consolidated EBITDA will be adjusted, without
duplication, to give pro forma effect: (i) in the case of any assets having been placed in service or removed from service
from the beginning of the period to the date of determination, to include or exclude, as the case may be, any Consolidated EBITDA
earned or eliminated as a result of the placement of the assets in service or removal of the assets from service as if the placement
of the assets in service or removal of the assets from service occurred at the beginning of the period; and (ii) in the case
of any acquisition or disposition of any asset or group of assets from the beginning of the period to the date of determination,
including by merger, or stock or asset purchase or sale, to include or exclude, as the case may be, any Consolidated EBITDA earned
or eliminated as a result of the acquisition or disposition of those assets as if the acquisition or disposition occurred at the
beginning of the period.


 


“Consolidated Financial Statements”
means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial statements,
of that Person and its Consolidated Subsidiaries prepared in accordance with GAAP.


 






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“Consolidated Subsidiary”
means each Subsidiary of the Guarantor that is consolidated in the Consolidated Financial Statements for the most recent quarterly
period covered in the annual or quarterly report most recently furnished to Holders or filed with the Commission, as the case may
be, in accordance with Section 6.1.


 


“Covenant Defeasance” shall
have the meaning set forth in Section 12.3.


 


“Default” means any event,
act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


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


 


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


 


“Euroclear” means Euroclear
S.A./N.V., as operator of the Euroclear system.


 


“Event of Default” shall
have the meaning set forth in Section 7.1.


 


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


 


“Global Note” means, individually
and collectively, each of the Notes in the form of a Global Security issued to the Depositary or its nominee, substantially in
the form of Exhibit A.


 


“Guarantor” shall have
the meaning set forth in the preamble, and subject to the provisions of Article X, shall also include its successors and assigns.


 


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


 


“Holdings” shall have the
meaning set forth in the preamble, and subject to the provisions of Article X, shall also include its successors and assigns.


 


“Incur” means, with
respect to any Indebtedness or other obligation of any Person, to create, assume, guarantee or otherwise become liable in
respect of the Indebtedness or other obligation, and “Incurrence” and “Incurred” have meanings
correlative to the foregoing. Indebtedness or other obligation of the Company or any Subsidiary of the Company will be deemed
to be Incurred by the Company or such Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or
otherwise become liable in respect thereof; provided that neither the accrual of interest nor the accretion of
original issue discount will be considered to be an Incurrence of Indebtedness. Indebtedness or other obligations of a
Subsidiary of the Company existing prior to the time it became a Subsidiary of the Company will be deemed to be Incurred upon
such Subsidiary becoming a Subsidiary of the Company; and Indebtedness or other obligation of a Person existing prior to a
merger or consolidation of such Person with the Company or any Subsidiary of the Company in which such Person is the
successor to the Company or such Subsidiary will be deemed to be Incurred upon the consummation of such merger or
consolidation. Any issuance or transfer of capital stock that results in Indebtedness constituting Intercompany Indebtedness
being held by a Person other than the Company, the Guarantor or any Consolidated Subsidiary or any sale or other transfer of
any Indebtedness constituting Intercompany Indebtedness to a Person that is not the Company, the Guarantor or any
Consolidated Subsidiary, will be deemed, in each case, to be an Incurrence of Indebtedness that is not
Intercompany Indebtedness at the time of such issuance, transfer or sale, as the case may be.


 






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“Indebtedness” of the Company,
the Guarantor or any Consolidated Subsidiary means, without duplication, any of the Company’s indebtedness or that of any
Consolidated Subsidiary, whether or not contingent, in respect of: (a) borrowed money evidenced by bonds, notes, debentures
or similar instruments whether or not such indebtedness is secured by any lien existing on property owned by the Company or any
Consolidated Subsidiary; (b) indebtedness for borrowed money of a Person other than the Company, the Guarantor or a Consolidated
Subsidiary which is secured by any lien on property owned by the Company, the Guarantor or any Consolidated Subsidiary, to the
extent of the lesser of (i) the amount of indebtedness so secured, and (ii) the fair market value of the property subject
to such lien; (c) the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually
issued or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such
balance that constitutes an accrued expense or trade payable; or (d) any lease of property by the Company, the Guarantor or
any Consolidated Subsidiary as lessee which is reflected on the Company’s consolidated balance sheet as a finance lease in
accordance with GAAP. Indebtedness also includes, to the extent not otherwise included, any obligation by the Company, the Guarantor
or any Consolidated Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection
in the ordinary course of business), indebtedness of another Person (other than the Company or any Consolidated Subsidiary) of
the type described in clauses (a)-(d) of this definition; provided that (y) the term “Indebtedness”
shall not include Permitted Non-Recourse Guarantees of the Company, the Guarantor or any Consolidated Subsidiary until such time
as they become primary obligations of, and payments are due and required to be made thereunder by, the Company, the Guarantor or
any Consolidated Subsidiary and (z), in the case of clause (d) of this definition, the term “Indebtedness” shall
not include any lease of property by such Person as lessee which is required to be reflected on such Person’s balance sheet
as an operating lease in accordance with GAAP.


 


“Indenture” means the Base
Indenture, as supplemented by this Supplemental Indenture, and as further supplemented, amended or restated.


 


“Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Notes” means the
$600,000,000 aggregate principal amount of Notes issued under this Supplemental Indenture on the date hereof.


 


“Intercompany
Indebtedness” means Indebtedness to which the only parties are any of the Company, the Guarantor and any
Consolidated Subsidiary (including CyrusOne GP); provided, however, that with respect to any such Indebtedness
of which the Company or the Guarantor is the borrower, such Indebtedness is subordinate in right of payment to the Notes.


 






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“Interest Expense” means,
for any period of time, consolidated interest expense for such period of time, whether paid, accrued or capitalized, without deduction
of consolidated interest income, of the Guarantor and its Consolidated Subsidiaries, including, without duplication, or, to the
extent not so included, with the addition of (a) the portion of any rental obligation in respect of any finance lease obligation
allocable to interest expense in accordance with GAAP and (b) the amortization of Indebtedness discounts, but excluding prepayment
penalties, in all cases as reflected in the applicable Consolidated Financial Statements. “Interest Expense” will be
calculated on a pro forma basis (x) for any Indebtedness Incurred by the Company and its Subsidiaries since the first day
of the applicable period and the application of proceeds therefrom and (y) the repayment or retirement of any Indebtedness
by the Company and its Subsidiaries since the first day of the applicable period.


 


“Issuers” means, collectively,
the Company and the Co-Issuer.


 


“Legal Defeasance” shall
have the meaning set forth in Section 12.2.


 


“Make-Whole Premium” means,
with respect to any Note redeemed before the Notes Par Call Date, the excess, if any, of (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the Notes Par
Call Date from the Redemption Date to the Notes Par Call Date (exclusive of any accrued interest) discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points;
over (b) 100% of the principal amount of such Note.


 


“Non-Recourse Indebtedness”
means Indebtedness of a Subsidiary of the Company (or an entity in which the Company is the general partner or managing member)
that is directly or indirectly secured by real estate assets or other real estate-related assets (including equity interests) of
a Subsidiary of the Company (or entity in which the Company is the general partner or managing member) that is the borrower and
is non-recourse to the Company or any Subsidiary of the Company (other than pursuant to a Permitted Non-Recourse Guarantee and
other than with respect to the Subsidiary of the Company (or entity in which the Company is the general partner or managing member)
that is the borrower); provided further that, if any such Indebtedness is partially recourse to the Company or any Subsidiary
of the Company (other than pursuant to a Permitted Non-Recourse Guarantee and other than with respect to the Subsidiary of the
Company (or entity in which the Company is the general partner or managing member) that is the borrower) and therefore does not
meet the criteria set forth above, only the portion of such Indebtedness that does meet the criteria set forth above shall constitute
“Non-Recourse Indebtedness.”


 


“Note Guarantee” means
the full and unconditional Guarantee by the Guarantor in respect of the Notes as made applicable to the Notes in accordance with
the provisions of Article V.


 






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


 


“Notes Par Call Date” means
August 15, 2029.


 


“Officer’s Certificate”
means a certificate signed by an Authorized Officer of the Company that is delivered to the Trustee in accordance with the terms
hereof. Each such certificate shall include the statements provided for in Section 14.7 of the Base Indenture, if and to the
extent required by the provisions thereof. An Officer’s Certificate given pursuant to Section 6.3 shall be signed by
the principal executive, financial or accounting officer of the Company, but need not contain the statements provided for in Section 14.7
of the Base Indenture.


 


“Outstanding” when used
with reference to the Notes, means, subject to the provisions of Section 2.4, as of any particular time, all Notes theretofore
authenticated and delivered by the Trustee under the Indenture, except (a) Notes theretofore canceled by the Trustee or any
Paying Agent, or delivered to the Trustee or any Paying Agent for cancellation or that have previously been canceled; (b) Notes
or portions thereof for the payment or redemption of which cash or Governmental Obligations in the necessary amount shall have
been deposited in trust with the Trustee or with any Paying Agent (other than the Issuers) or shall have been set aside and segregated
in trust by the Issuers (if the Issuers shall act as their own Paying Agent); provided, however, that, if such
Notes or portions of such Notes are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given
as provided in Article IV, or provision satisfactory to the Trustee shall have been made for giving such notice; and
(c) Notes in lieu of or in substitution for which other Notes shall have been authenticated and delivered pursuant to the
terms of Section 2.7 of the Base Indenture, unless the Trustee and the Issuers receive proof satisfactory to them that the
replaced Note is held by a protected purchaser.


 


“Participant” means, with
respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,
respectively (and, with respect to the Depository Trust Company, shall include Euroclear and Clearstream).


 


“Permitted Non-Recourse Guarantees”
means customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements and carve-out
guarantees) provided under Non-Recourse Indebtedness in the ordinary course of business by the Company or any of its Subsidiaries
in financing transactions that are directly or indirectly secured by real estate assets or other real estate-related assets (including
equity interests) of a Subsidiary of the Company (or an entity in which the Company is the general partner or managing member),
in each case that is the borrower in such financing, but is non-recourse to the Company or any of its other Subsidiaries, except
for customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements or carve-out
guarantees) as are consistent with customary industry practice (such as environmental indemnities and recourse triggers based on
violation of transfer restrictions and other customary exceptions to nonrecourse liability).


 






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“Person” means a corporation,
an association, a partnership, a limited liability company, an individual, a joint venture, a joint stock company, a trust, an
unincorporated organization or a government or an agency or a political subdivision thereof.


 


“Prospectus” means the
base prospectus, dated May 3, 2019, included as part of a registration statement on Form S-3 under the Securities Act,
filed by the Issuers and the Guarantor with the Commission on May 3, 2019 (Registration Nos. 333-231203-14, 333-231203-15
and 333-231203), as supplemented by a prospectus supplement, dated November 20, 2019, filed by the Issuers and the Guarantor
with the Commission pursuant to Rule 424(b) under the Securities Act.


 


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


 


“Redemption Price” shall
have the meaning set forth in Section 4.1.


 


“Redevelopment Property”
means a property, or a distinct portion thereof, owned by the Company or a Consolidated Subsidiary (a) where the commenced
leased square footage is less than 85% of the sum of net rentable square feet and redevelopment space, with reasonable adjustments
to leased square footage determined in good faith by the Company, including adjustments for available power, required support space
and common area and (b) that the Company reasonably characterizes as held in whole or in part for redevelopment. Notwithstanding
the foregoing, any property will no longer be considered to be a “Redevelopment Property” at the point at which such
property’s Consolidated EBITDA for the most recent quarterly period covered in the annual or quarterly report most recently
furnished to Holders or filed with the Commission, as the case may be, in accordance with Section 6.1, prior to such time,
annualized (i.e., multiplied by four (4)), capitalized at the Capitalization Rate exceeds its book value as determined in accordance
with GAAP. For the avoidance of doubt, an individual parcel of property can be the site of one or more properties described in
the immediately preceding sentence or Redevelopment Properties as determined in the good faith judgment of an Authorized Officer
of the Guarantor.


 


“Reference Treasury Dealer”
means each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and their respective
successors (provided, however, if any such firm shall cease to be a Primary Treasury Dealer, the Company will substitute
another Primary Treasury Dealer) and any other primary United States Government securities dealer (a “Primary Treasury
Dealer”) selected by the Company.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by that Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third Business Day preceding
that Redemption Date.


 


“Required Filing Dates”
shall have the meaning set forth in Section 6.1.


 






    9


     


    

 


“Secured Indebtedness”
means, as of any date, that portion of Total Outstanding Indebtedness as of that date that is secured by a mortgage, trust deed,
deed of trust, deeds to secure Indebtedness, pledge, security interest, assignment for collateral purposes, deposit arrangement,
or other security agreement, excluding any right of setoff but including any conditional sale or other title retention agreement,
any financing lease having substantially the same economic effect as any of the foregoing, and any other like agreement granting
or conveying a security interest.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.


 


“Significant Subsidiary”
shall have the meaning set forth in Section 7.1.


 


“Subsidiary” means, with
respect to any Person, (a) any corporation, association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest 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 such
Person or one or more of the other subsidiaries of that Person (or a combination thereof) and (b) any partnership (i) the
sole general partner or managing general partner of which is such Person or a subsidiary of such Person or (ii) the only general
partners of which are such Person or one or more subsidiaries of such Person (or any combination thereof).


 


“Supplemental Indenture”
shall have the meaning set forth in the preamble.


 


“Total Assets” as of any
date means the sum, without duplication, of (a) Consolidated EBITDA for the most recent quarterly period covered in the annual
or quarterly report most recently furnished to Holders or filed with the Commission, as the case may be, in accordance with Section 6.1,
prior to such time, annualized (i.e., multiplied by four (4)), capitalized at the Capitalization Rate, (b) the undepreciated
book value of the real property of the Company and the Consolidated Subsidiaries under construction and Redevelopment Property
as of the end of the quarterly period used for purposes of clause (a) above, in each case as determined by the Company in
good faith, and (c) for all assets of the Company and the Consolidated Subsidiaries other than the assets referred to in (a) and
(b) above, the undepreciated book value as determined in accordance with GAAP (but excluding accounts receivable, non-real
estate intangible assets, and right-of-use assets associated with leases of property required to be reflected as operating leases
on the balance sheet of the annual or quarterly report most recently furnished to Holders or filed with the Commission, as the
case may be, in accordance with Section 6.1, prior to such time). For the avoidance of doubt, (x) the assets in clause
(c) of the immediately preceding sentence will include all cash and cash equivalents and the fair market value of all investments
in equity securities with readily determinable fair value (but excluding all cash and cash equivalents applied to defease or discharge
any indebtedness), and (y) an individual parcel of property can be the site of one or more properties, and separate portions
of the same parcel of property can (i) contribute to Consolidated EBITDA in clause (a) of the immediately preceding sentence,
(ii) be a Redevelopment Property or (iii) be real property under construction or land, in each case, as determined in
the good faith judgment of an Authorized Officer of the Guarantor.


 






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“Total Outstanding Indebtedness”
means, as of any date, the sum, without duplication, of (a) the aggregate principal amount of all outstanding Indebtedness
of the Guarantor as of that date, excluding Intercompany Indebtedness; and (b) the aggregate principal amount of all outstanding
Indebtedness of the Company’s Consolidated Subsidiaries, all as of that date, excluding Intercompany Indebtedness.


 


“Total Unencumbered Assets”
means, as of any time, the sum of (a) Unencumbered Consolidated EBITDA for the most recent quarterly period covered in the
annual or quarterly report most recently furnished to Holders or filed with the Commission, as the case may be, in accordance with
Section 6.1, prior to such time, annualized (i.e., multiplied by four (4)), capitalized at the Capitalization Rate, and (b) to
the extent not subject to any Secured Indebtedness, the value of the assets described in clauses (b) and (c) of the definition
of Total Assets; provided, however, that all investments by the Company and its Subsidiaries in unconsolidated joint
ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall
be excluded from Total Unencumbered Assets to the extent that such investments would have otherwise been included (it being understood
that investments in equity securities with readily determinable fair value shall not be covered by this proviso; provided,
however, that such investments in equity securities with readily determinable fair value are not securing, or applied to
defease or discharge, in each case as of that date, any indebtedness, including mortgages and other notes payable).


 


“Treasury Rate” means,
with respect to any Redemption Date for the Notes, (i) the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated “H.15” or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for
the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Stated Maturity
for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest
month) or (ii) if that release (or any successor release) is not published during the week preceding the calculation date
or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for that Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date.


 


“Trustee” shall have the
meaning set forth in the preamble.


 


“Unencumbered Consolidated EBITDA”
means, for any quarter, Consolidated EBITDA for the most recent quarterly period covered in the annual or quarterly report most
recently furnished to Holders or filed with the Commission, as the case may be, in accordance with Section 6.1, prior to the
time of determination, less any portion thereof attributable to any properties or assets subject to any Secured Indebtedness, as
determined in good faith by the Company.


 






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“Unsecured Indebtedness”
means that portion of Total Outstanding Indebtedness that is not Secured Indebtedness.


 


ARTICLE II


 


THE
NOTES


 


SECTION 2.1     Terms
of the Notes.


 


Pursuant to Section 2.1 of the Base Indenture,
the following terms relating to the Notes are hereby established:


 


(1)            The
Notes shall constitute a series of Securities having the title “3.450% Senior Notes due 2029”.


 


(2)            The
initial aggregate principal amount of the Notes is $600,000,000. There is no limit upon the aggregate principal amount of the Notes
that may be authenticated and delivered under the Indenture, subject to Section 2.2 and the terms of the Base Indenture.


 


(3)            The
entire outstanding principal of the Notes shall be payable as set forth in the Notes. The Initial Notes shall be issued at a public
offering price of 99.709% of the principal amount thereof, other than any offering discounts pursuant to the initial offering and
resale of the Notes. The principal amount due at the Stated Maturity and the place(s) of payment shall be as set forth in
the Notes.


 


(4)            The
rate at which the Notes shall bear interest shall be as set forth in the Notes.


 


(5)            The
dates from which interest shall accrue, the Interest Payment Dates on which such interest will be payable and the record date for
the determination of the Holders to whom interest is payable on any such Interest Payment Dates shall be as set forth in the Notes.


 


(6)            Not
applicable.


 


(7)            The
provisions of Article IV shall be applicable to the Notes.


 


(8)            Not
applicable.


 


(9)            Not
applicable.


 


(10)            The
Notes shall be in substantially the form of Exhibit A, which is incorporated in and expressly made part of the Indenture.


 


(11)            Not
applicable.


 






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(12)            The
Notes shall be issuable as Global Notes and the provisions of Article III shall be applicable to the Notes.


 


(13)            Not
applicable.


 


(14)            Not
applicable.


 


(15)            The
different Events of Default contained in Section 7.1 shall be applicable to the Notes. The different covenants contained in
Section 6.1 and 6.3 and the additional covenants contained in Section 6.2 shall be applicable to the Notes.


 


(16)            Not
applicable.


 


(17)            Not
applicable.


 


(18)            Not
applicable.


 


(19)            Not
applicable.


 


(20)            Not
applicable.


 


(21)            The
Notes shall be unsecured.


 


(22)            The
information describing book-entry procedures contained in Sections 3.2 and 3.3 shall be applicable to the Notes.


 


(23)            The
identity of the Guarantor shall be as set forth in the preamble and the terms of the Note Guarantee shall be as set forth in Article V.


 


(24)            Such
other terms as set forth in this Supplemental Indenture shall be applicable to the Notes.


 


SECTION 2.2     Additional
Notes.


 


The Issuers will be entitled, upon delivery
of an Officer’s Certificate and Authentication Order and without the consent of the Holders of the Notes, subject to compliance
with Section 6.2, to issue Additional Notes under the Indenture that will have identical terms to the Initial Notes issued
on the date of the Indenture other than with respect to the date of issuance and, under certain circumstances, the issue price
and first payment of interest thereon; provided that, if the Additional Notes are not fungible with the Initial Notes for
U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number. All the Notes issued under this Supplemental
Indenture will rank equally and ratably in right of payment and will be treated as a single series for all purposes of the Indenture.
With respect to any Additional Notes, the Issuers will set forth in a resolution of its Board of Directors and an Officer’s
Certificate, a copy of each of which will be delivered to the Trustee, the following information:


 


(1)            the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture; and


 






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(2)            the
issue price, the issue date and the CUSIP number of such Additional Notes.


 


SECTION 2.3     Security
Registrar and Paying Agent.


 


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


 


SECTION 2.4     Certain
Notes Owned by Issuers Disregarded.


 


This Section 2.4 replaces Section 8.4
of the Base Indenture with respect to the Notes only.


 


In determining whether the Holders of the
required principal amount of Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver,
Notes owned by the Issuers, or any other obligor upon the Notes or any affiliate of the Company or of the other obligor shall be
disregarded and be considered as though not Outstanding, except that for the purposes of determining whether the Trustee will be
protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Trustee
knows are so owned will be so disregarded.


 


ARTICLE III


 


FORM OF
THE NOTES


 


SECTION 3.1     Global
Form.


 


The Notes shall initially be issued in the
form of one or more permanent Global Notes. The Notes shall not be issuable in definitive form except as provided in Section 3.2(a) of
this Supplemental Indenture. The Notes and the Trustee’s certificate of authentication shall be substantially in the form
attached as Exhibit A hereto. The Issuers shall execute and the Trustee shall, in accordance with Sections 2.4
and 2.11 of the Base Indenture, authenticate and hold each Global Note as custodian for the Depositary. Each Global Note will represent
such of the Outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount
of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of
a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented
thereby will be made by the Trustee or the Custodian, at the direction of the Trustee. The terms and provisions contained in the
form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of the Indenture
and, to the extent applicable, the Issuers and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly
agree to such terms and provisions and to be bound thereby.


 






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SECTION 3.2     Transfer
and Exchange.


 


(a)            Transfer
and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Issuers for Definitive Notes if:


 


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


 


(2)            the
Issuers in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive
Notes and deliver a written notice to such effect to the Trustee.


 


Upon the occurrence of either of the preceding
events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.
Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.6 and 2.7 of the Base Indenture.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 3.2
or Section 2.6 and 2.7 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided in this Section 3.2(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 3.2(c) or 3.2(d).


 


(b)            Legend.
Any Global Note issued under this Supplemental Indenture shall bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND
IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 3.2 OF THE SECOND SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.2 OF THE SECOND SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.8 OF THE BASE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
(“DTC”) TO THE 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.”


 






    15


     


    

 



 


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


 


(1)            Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions shall be required
to be delivered to the Security Registrar to effect the transfers described in this Section 3.2(c)(1).


 


(2)            All
Other Transfers of Beneficial Interests in Global Notes. In connection with all transfers of beneficial interests that are
not subject to Section 3.2(c)(1) above, the transferor of such beneficial interest must deliver to the Security Registrar
both:


 


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


 


(ii)            instructions
given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with
such increase.


 


Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in the Indenture and the Notes or otherwise applicable under the Securities
Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 3.2(g).


 






    16 


     


    

 


(d)            Transfer
and Exchange of Beneficial Interests in Global Notes for Definitive Notes. If any holder of a beneficial interest in a
Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set
forth in Section 3.2(c)(2), the Trustee will cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 3.2(g), and the Issuers will execute and the Trustee will authenticate and
deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive
Note issued in exchange for a beneficial interest pursuant to this Section 3.2(d) will be registered in such name
or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through
instructions to the Security Registrar from or through the Depositary and the Participant or Indirect Participant. The
Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered.


 


(e)            Transfer
and Exchange of Definitive Notes for Beneficial Interests in Global Notes. A Holder of a Definitive Note may exchange such
Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee
will cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global
Notes.


 


If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to the previous paragraph at a time when a Global Note has not yet been issued,
the Issuers will issue and, upon receipt of an Authentication Order, the Trustee will authenticate one or more Global Notes in
an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.


 


(f)            Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 3.2(f), the Security Registrar will register the transfer or exchange of Definitive
Notes. Prior to such registration of transfer or exchange, the requesting Holder will present or surrender to the Security Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar
duly executed by such Holder or by his attorney, duly authorized in writing. A Holder of Definitive Notes may transfer such Notes
to a Person who takes delivery thereof in the form of a Definitive Note. Upon receipt of a request to register such a transfer,
the Security Registrar shall register the Definitive Notes pursuant to the instructions from the Holder thereof.


 


(g)            Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in
part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.8
of the Base Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an
endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.


 






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SECTION 3.3      General
Provisions Relating to Transfers and Exchanges.


 


(a)            To
permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and Definitive
Notes upon receipt of an Authentication Order or at the Security Registrar’s request.


 


(b)            No
service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration
of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange
or transfer pursuant to Sections 4.3(b) and 9.4 and Section 2.6 of the Base Indenture).


 


(c)            The
Security Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part.


 


(d)            All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will
be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under the Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(e)            This
Section 3.3(e) shall replace Section 2.5(d) of the Base Indenture.


 


Neither the Security Registrar nor the Issuers
will be required:


 


(1)            to
issue, register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before any
selection of Notes for redemption under Article IV and ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed; or


 


(2)            to
register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part; or


 


(3)            to
register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.


 


(f)            Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the
Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by
notice to the contrary.


 






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(g)           The
Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Sections 2.4 and 2.11 of
the Base Indenture.


 


(h)            The
transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply
with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045
of the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy
of such information.


 


(i)             In
connection with any proposed transfer outside the book-entry system, there shall be provided to the Trustee all information necessary
to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting
obligations under Section 6045 of the Code. The Trustee may rely on the information provided to it and shall have no responsibility
to verify or ensure the accuracy of such information.


 


ARTICLE IV


 


REDEMPTION
OF THE NOTES


 


The provisions of Article III of the
Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes. Sections 3.4, 3.5 and 3.6
of the Base Indenture are not applicable to the Notes.


 


SECTION 4.1     Optional
Redemption of the Notes.


 


The Issuers may redeem on any one or more
occasions some or all of the Notes before they mature. The redemption price (the “Redemption Price”) will equal
the sum of (1) an amount equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest
up to, but not including, the Redemption Date and (2) the Make-Whole Premium; provided that, the Issuers will not redeem
the Notes on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded
or cured on or prior to such date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Notes Par Call Date,
the Redemption Price will not include the Make-Whole Premium; provided further that, if the Redemption Date falls after
a record date and on or prior to the corresponding Interest Payment Date, the Issuers will pay the full amount of accrued and unpaid
interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding
record date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall not include accrued and
unpaid interest up to, but not including, the Redemption Date.


 






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SECTION 4.2     Notice
of Redemption; Selection of the Notes.


 


(a)            In
case the Issuers shall desire to exercise the right to redeem some or all of the Notes pursuant to Section 4.1, the
Issuers shall fix a date for redemption and the Issuers, or, at the Issuers’ written request received by the Trustee
not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the
notice of redemption is to be sent, the Trustee, in the name of and at the expense of the Issuers, shall mail or cause
to be mailed, or sent by electronic transmission a notice of such redemption not fewer than 15 calendar days nor more than 60
calendar days prior to the Redemption Date to each Holder at its last address as the same appears on the Security Register,
except that notices of redemption may be mailed or sent more than 60 days prior to a Redemption Date if the notice is issued
in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles XI and XII
with respect to the Notes. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent
in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note
designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any
other Note.


 


(b)            Each
such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number
or numbers, if any, of the Notes being redeemed, (iii) the Redemption Date, (iv) the Redemption Price at which Notes
are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such
Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice,
and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all
the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any).
In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal
amount equal to the unredeemed portion thereof will be issued.


 


(c)            On
or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Issuers will
deposit with the Paying Agent (or, if the Issuers are acting as their own Paying Agent, set aside, segregate and hold in trust
as provided in Section 4.2(d) of the Base Indenture) an amount of money in immediately available funds sufficient to
redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price;
provided that, if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New
York City time, on such date. The Issuers shall be entitled to retain any interest, yield or gain on amounts deposited with the
Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price.


 


(d)            If
less than all of the Outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the Global
Notes or the Notes in certificated form to be redeemed (in principal amounts of $2,000 and integral multiples of $1,000 in excess
thereof) on a pro rata basis, by lot or by such other method the Trustee deems fair and appropriate or as required by the Depositary
for the Notes. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all
purposes hereof.


 






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SECTION 4.3     Payment
of the Notes Called for Redemption by the Issuers.


 


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


 


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


 


ARTICLE V


 


NOTE
GUARANTEE


 


SECTION 5.1     Note
Guarantee.


 


(a)            Subject
to this Article  V, the Guarantor unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture
or the Notes as against either of the Issuers or the obligations of the Issuers hereunder or thereunder, that:


 


(1)            the
principal of, premium, if any, on, and interest on the Notes will be promptly paid in full when due, whether at Stated Maturity,
by acceleration, redemption, repurchase or otherwise, and interest on the overdue principal of, premium on, if any, and interest
on the Notes, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full or performed, all in accordance with the terms hereof and thereof; and


 


(2)            in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration
or otherwise.


 


Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantor will be obligated to pay the same immediately. The
Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 






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(b)            The
Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Supplemental Indenture as against either of the Issuers, the absence of any action
to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the Issuers, any right
to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that the Note
Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this
Supplemental Indenture.


 


(c)            If
any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantor or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuers or the Guarantor any amount paid by either to the
Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


(d)            The
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor further agrees that, as between the
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article VII for the purposes of the Note Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of
acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantor for the purpose of the Note Guarantee.


 


SECTION 5.2     Limitation
on Guarantor Liability.


 


The Guarantor, and by its acceptance of Notes,
each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of the Guarantor not constitute
a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention,
the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor will be limited to the
maximum amount that shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor
that are relevant under such laws, result in the obligations of the Guarantor under the Note Guarantee not constituting a fraudulent
transfer or conveyance.


 


SECTION 5.3     Execution
and Delivery of Note Guarantee.


 


To evidence the Note Guarantee set forth in
5.1, the Guarantor hereby agrees that this Supplemental Indenture shall be executed on behalf of the Guarantor by one of its Authorized
Officers.


 






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If an Authorized Officer whose signature is
on this Supplemental Indenture no longer holds that office at the time the Trustee authenticates the Note on which the Note Guarantee
is endorsed, the Note Guarantee will be valid nevertheless.


 


The delivery of any Note by the Trustee, after
the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Supplemental Indenture
on behalf of the Guarantor with respect to such Note.


 


ARTICLE VI


 


ADDITIONAL
COVENANTS


 


This Article VI shall delete Section 4.4
of the Base Indenture with respect to the Notes only. The following additional covenants shall apply with respect to the Notes
so long as any of the Notes remain Outstanding:


 


SECTION 6.1     Reports.


 


This Section 6.1 shall replace Section 5.3
of the Base Indenture.


 


(a)            For
so long as the Notes are Outstanding and the Guarantor is subject to Section 13 or 15(d) of the Exchange Act, the Guarantor
shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and current
reports that the Guarantor is required to file with the Commission pursuant to such Section 13 or 15(d), such documents to
be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the
Guarantor is required to file such documents. The Guarantor will be deemed to have furnished such reports to the Trustee if it
has filed such reports with the Commission using the EDGAR filing system and such reports are publicly available.


 


(b)            For
so long as the Notes are Outstanding and the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act for
any reason, the Guarantor shall, at its option, either (i) post on a publicly available website, (ii) post on IntraLinks
or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a
“Confidential Datasite”), or (iii) deliver to the Trustee and the Holders within 15 days of the Required
Filing Date that would be applicable to a non-accelerated filer at that time pursuant to applicable Commission rules and regulations,
the quarterly and audited annual financial statements that would have been required to be contained in quarterly reports on Form 10-Q
and annual reports on Form 10-K, respectively, had the Guarantor been subject to Section 13 or 15(d) of the Exchange
Act.


 


(c)            Notwithstanding
the foregoing, the reports and financial statements required to be provided by this Section 6.1 may be those of (i) the
Guarantor or (ii) any direct or indirect parent of the Guarantor rather than those of the Guarantor; provided that
the same is accompanied by consolidating information that explains in reasonable detail the differences between the information
relating to such direct or indirect parent, on the one hand, and the information relating to the Guarantor and its Subsidiaries
on a standalone basis, on the other hand.


 






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(d)            Delivery
of reports and financial statements to the Trustee under this Section 6.1 is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of the covenants thereunder (as to which the Trustee is entitled
to rely conclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing,
timeliness or content of any such report.


 


(e)            Notwithstanding
anything herein to the contrary, the Guarantor shall not be deemed to have failed to comply with any provision of this Section 6.1
for purposes of Section 7.1(c) as a result of the late filing or provision of any required information or report until
90 days after the date any such information or report was due. To the extent any information is not provided within the time periods
specified in this Section 6.1 and such information is subsequently provided, the Guarantor will be deemed to have satisfied
its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have
been cured.


 


SECTION 6.2     Limitations
on Incurrence of Indebtedness.


 


(a)            The
Company shall not, and shall not permit any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness
and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately
after giving effect to the Incurrence of such Indebtedness and the application of the proceeds thereof, Total Outstanding Indebtedness
would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report most recently
furnished to Holders of the Notes or filed with the Commission, as the case may be, in accordance with Section 6.1, prior
to such time.


 


(b)            The
Company shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Indebtedness, other than guarantees
of Secured Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately after
giving effect to the Incurrence of such Secured Indebtedness and the application of the proceeds thereof, the aggregate principal
amount of Secured Indebtedness would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual
or quarterly report most recently furnished to Holders of the Notes or filed with the Commission, as the case may be, in accordance
with Section 6.1, prior to such time.


 


(c)            The
Company shall not, and shall not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness
and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if the ratio
of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report most
recently furnished to Holders or filed with the Commission, as the case may be, in accordance with Section 6.1, prior to such
time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall
have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom,
and calculated on the assumption that:


 






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(1)            such
Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period
and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such
period;


 


(2)            the
repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness,
which repayment or retirement shall be calculated pursuant to the preceding clause (1) and not this clause (2)) by the Company
and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except
that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the
average daily balance of such Indebtedness during such period);


 


(3)            in
the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly
period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to
such acquisition being included in such pro forma calculation; and


 


(4)            in
the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal
of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to the date of
determination, including by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal
from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to
the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.


 


With respect to any calculation required to
be made pursuant to the terms of the Indenture, for the avoidance of doubt any financial information for the most recent quarterly
period covered in the Guarantor’s annual report most recently furnished to Holders or filed with the Commission, as the case
may be, in accordance with Section 6.1, but not contained in such annual report shall be calculated by the Company based on
information reasonably derived from the Guarantor’s accounting records.


 


(d)            The
Company and its Subsidiaries shall at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding
principal amount of Unsecured Indebtedness.


 


SECTION 6.3     Compliance
Certificates.


 


This Section 6.3 shall replace Section 14.12
of the Base Indenture with respect to the Notes only.


 


The Company and the Guarantor shall
deliver to the Trustee, within 120 days after the end of each fiscal year during which any Notes were Outstanding, a
certificate by an Authorized Officer of the Company and the Guarantor stating whether or not the signers know of any Default
or Event of Default under the Indenture, and, if so, specifying such Default or Event of Default and the nature and status
thereof.


 






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ARTICLE VII


 


REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT
OF DEFAULT


 


Sections 7.1, 7.2 and 7.3 shall replace Section 6.1
of the Base Indenture with respect to the Notes only. Sections 7.4 and 7.5 shall replace Sections 6.6 and 7.14 of the Base Indenture,
respectively, with respect to the Notes only.


 


SECTION 7.1     Events
of Default.


 


“Event of Default,” wherever
used herein or in the Base Indenture with respect to the Notes, means any one of the following events:


 


(a)            default
for 30 days in the payment of any installment of interest under the Notes;


 


(b)            default
in the payment of the principal amount or Redemption Price due with respect to the Notes, when the same becomes due and payable;


 


(c)            the
Company fails to comply with any of its other agreements contained in the Notes or the Indenture with respect to the Notes upon
receipt by the Company of notice of such default by the Trustee or by Holders of not less than 25% in aggregate principal amount
of the Notes then Outstanding and the Company or the Guarantor, as applicable, fails to cure (or obtain a waiver of) such default
within 90 days after the Company receives such notice;


 


(d)            failure
to pay any Indebtedness (other than Non-Recourse Indebtedness) that is (a) of the Issuers, the Guarantor or any Subsidiary
in which the Company has invested at least $75,000,000 in capital (a “Significant Subsidiary”) or any entity
in which the Company is the general partner, and (b) in an outstanding principal amount in excess of $75,000,000 at final
maturity or upon acceleration after the expiration of any applicable grace period, which Indebtedness (other than Non-Recourse
Indebtedness) is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written
notice to the Company from the Trustee (or to the Company and the Trustee from Holders of at least 25% in principal amount of the
Outstanding Notes);


 


(e)            either
Issuer, the Guarantor, or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (i) commences
a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents
to the appointment of a Custodian of it or for all or substantially all of its property or (iv) makes a general assignment
for the benefit of its creditors; or


 


(f)            a
court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against either Issuer,
the Guarantor or any Significant Subsidiary in an involuntary case, (ii) appoints a Custodian of either Issuer, the
Guarantor or a Significant Subsidiary for all or substantially all of its property or (iii) orders the liquidation of
either Issuer, the Guarantor or a Significant Subsidiary and the order or decree remains unstayed and in effect for 60
consecutive days.


 






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SECTION 7.2     Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to the
Notes at the time Outstanding occurs and is continuing (other than an Event of Default referred to in Section 7.1(e) or
7.1(f), which shall result in an automatic acceleration), then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Notes may declare the principal amount of and accrued and unpaid interest, if any, on all
of the outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any,
shall become immediately due and payable. If an Event of Default specified in Section 7.1(e) or 7.1(f) occurs, the
principal of and accrued and unpaid interest, if any, on all outstanding Notes shall automatically be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.


 


At any time after the principal amount of
(and premium, if any, on) and accrued and unpaid interest on the Notes shall have been so declared due and payable, and before
any judgment or decree for the payment of the moneys due shall have been obtained by the Trustee or entered as hereinafter provided,
Holders of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Issuers and to the
Trustee, may rescind and annul such declaration and its consequences, subject in all respects to Section 7.4 of this Supplemental
Indenture, if: (a) the Issuers or the Guarantor have deposited with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Notes and the principal of (and premium, if any, on) any and all Notes that shall have become due otherwise
than by acceleration and the amount payable to the Trustee under Section 8.3; (b) any and all Events of Default with
respect to the Notes, other than the nonpayment of principal on (and premium, if any, on) and accrued and unpaid interest on the
Notes that shall not have become due by their terms, shall have been remedied or waived as provided in Section 7.4; and (c) the
rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission and annulment
shall extend to or shall affect any subsequent default or Event of Default, or shall impair any right consequent thereon.


 


SECTION 7.3     Restoration
of Rights and Remedies.


 


If the Trustee shall have proceeded to enforce
any right with respect to the Notes under the Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every
such case, subject to any determination in such proceedings, the Issuers, the Guarantor and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and powers of the Issuers, the Guarantor and Trustee shall
continue as though no such proceedings had been taken.


 






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SECTION 7.4     Control
by Holders.


 


The holders of a majority in aggregate
principal amount of the Outstanding Notes, determined in accordance with Section 2.4, shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Notes; provided, however, that such direction shall not be in
conflict with any rule of law or with the Indenture. Subject to the provisions of Section 7.1 of the Base
Indenture, the Trustee shall have the right to refuse to follow any such direction if the Trustee in good faith shall, by a
Trust Officer or officers of the Trustee, determine that the proceeding so directed, subject to the Trustee’s duties
under the Trust Indenture Act or would involve the Trustee in personal liability or might be unduly prejudicial to the
Holders not involved in the proceeding and may take any other action it deems proper that is not inconsistent with any such
direction received from Holders. The Holders of not less than a majority in principal amount of the Outstanding Notes may on
behalf of the Holders of the Notes waive any past Default hereunder with respect to the Notes and its consequences, except a
Default (a) in the payment of the principal of or interest or premium, if any, on the Notes (provided, however,
that the Holders of a majority in principal amount of the Outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration) or (b) in respect of a covenant or provision
contained in the Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note
affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


 


SECTION 7.5     Notice
of Default.


 


If any Default or any Event of Default occurs
and is continuing with respect to the Notes and if such Default or Event of Default is known to a Trust Officer of the Trustee,
the Trustee shall send to each Holder of the Notes in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act notice of a Default or Event of Default within 90 days after it occurs, unless such Default or Event of Default
has been cured; provided, however, that, except in the case of a default in the payment of principal of (or premium,
if any) or interest on any Notes, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Trust Officers of the Trustee in good faith determine that withholding
such notice is in the interests of the Holders of the Notes.


 


SECTION 7.6     Cure
of Default.


 


Any Default or Event of Default resulting
from the failure to deliver a notice, report or certificate under the Indenture shall cease to exist and be cured in all respects
if the underlying Default or Event of Default giving rise to such notice, report or certificate requirement shall have ceased to
exist or be cured.


 






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ARTICLE VIII


 


CONCERNING THE TRUSTEE


 


Sections 8.1, 8.2 and 8.3 shall replace Sections
7.2, 7.5 and 7.6 of the Base Indenture, respectively, with respect to the Notes only.


 


SECTION 8.1     Certain
Rights of Trustee.


 


Except as otherwise provided in Section 7.1
of the Base Indenture:


 


(a)            The
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or parties;


 


(b)            Any
request, direction, order or demand of the Issuers mentioned herein shall be sufficiently evidenced by a Board Resolution of the
Company or an instrument signed in the name of the Issuers by Authorized Officers of the Issuers (unless other evidence in respect
thereof is specifically prescribed herein);


 


(c)            The
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon;


 


(d)            The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request, order
or direction of any of the Holders of the Notes pursuant to the provisions of the Indenture, unless such Holders shall have offered
to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of
an Event of Default with respect to the Notes (that has not been cured or waived), to exercise with respect to the Notes such of
the rights and powers vested in it by the Indenture, and to use the same degree of care and skill in their exercise, as a prudent
man would exercise or use under the circumstances in the conduct of his own affairs;


 


(e)            The
Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by the Indenture;


 


(f)            The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents, unless requested
in writing so to do by the Holders of not less than a majority in principal amount of the Outstanding Notes (determined as provided
in Section 2.4); provided, however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of the Indenture, the Trustee may require indemnity
satisfactory to it against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Issuers or, if paid by the Trustee, shall be repaid by the Issuers upon demand; and


 






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(g)            The
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent
or attorney appointed with due care by it hereunder.


 


(h)            The
Trustee shall not be deemed to have notice of any Default or Event of Default, except a payment default under Section 7.1(a) or
7.1(b), unless written notice of any event which is in fact such a Default or Event of Default is received by a Trust Officer at
the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.


 


(i)            The
Trustee shall not be liable for any special, indirect, punitive or consequential losses or damages (including without limitation
lost profits) even if the Trustee has been advised of the possibility of such loses or damages and regardless of the form of the
action.


 


(j)            The
Trustee shall not be required to provide a bond or other security with respect to the performance of its power and duties under
the Indenture.


 


(k)            In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under the Indenture
arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss
or malfunctions of utilities, communications or computer (software or hardware) services.


 


(l)            Any
permissive right given to the Trustee hereunder shall not be construed as a duty.


 


SECTION 8.2     Moneys
Held in Trust.


 


Subject to the provisions of Sections 11.2,
12.5, 12.6 and 12.7, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder except such as it may agree with the Issuers to
pay thereon.


 


SECTION 8.3     Compensation
and Reimbursement.


 


(a)            Each
Issuer covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as the Issuers
and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as
otherwise expressly provided in the Indenture, the Issuers will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of
the Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence and except as the
Issuers and Trustee may from time to time agree in writing. Each Issuer also covenants to indemnify the Trustee (and its
officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence on the part of the Trustee as adjudicated by a court of competent
jurisdiction and arising out of or in connection with the acceptance or administration of this trust, including the
reasonable costs and expenses of defending itself against any claim of liability in the premises.


 






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(b)            To
secure the Issuers’ payment obligations in this Section 8.3, the Trustee shall have a lien prior to the Notes on all
money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on the Notes.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 7.1(e) or 7.1(f) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any Bankruptcy Law.


 


The provisions of this Section 8.3 shall
survive the resignation or removal of the Trustee and the termination or satisfaction of the Indenture.


 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


Article IX shall replace Article IX
of the Base Indenture with respect to the Notes only.


 


SECTION 9.1     Supplemental
Indentures Without the Consent of Holders.


 


Notwithstanding Section 9.2 of this Supplemental
Indenture, the Issuers, the Guarantor and the Trustee may, from time to time, and at any time enter into an indenture or indentures
supplemental hereto (which shall comply with the provisions of the Trust Indenture Act as then in effect) without the consent of
the Holders of the Notes hereto for one or more of the following purposes:


 


(a)            to
cure any ambiguity, defect or inconsistency in the Indenture or the Notes;


 


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


 


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


 


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


 






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(e)            to
provide for the acceptance of appointment of a successor Trustee or facilitate the administration of the trusts under the Indenture
by more than one Trustee;


 


(f)            to
comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, or to comply with the requirements of the Depositary;


 


(g)           to
provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(h)           to
reflect the release of the Guarantor as guarantor, in accordance with the Indenture;


 


(i)            to
reflect the release of Co-Issuer as an Issuer;


 


(j)            to
secure the Notes (or to release collateral previously added pursuant to this clause);


 


(k)            to
add guarantors with respect to the Notes (or to release guarantors previously added pursuant to this clause); and


 


(l)            to
conform the text of the Indenture, the Guarantee or the Notes to any provision of the description thereof set forth in the Prospectus
to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of the Indenture, such
Note Guarantee or the Notes (which intent will be established by an Officer’s Certificate delivered by the Company to the
Trustee).


 


The Trustee is hereby authorized to join with
the Issuers and the Guarantor in the execution of any such supplemental indenture, and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise.


 


Any supplemental indenture authorized by the
provisions of this Section 9.1 may be executed by the Issuers, the Guarantor and the Trustee without the consent of the Holders
of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 9.2.


 






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SECTION 9.2     Supplemental
Indentures With the Consent of Holders.


 


With the consent (evidenced as provided in
Section 8.1 of the Base Indenture, which may include consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time
Outstanding, the Issuers, when authorized by a Board of Resolution of the Company, the Guarantor and the Trustee may, from time
to time and at any time, enter into an indenture or indentures supplemental hereto (which shall comply with the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating (or
waiving any past default or compliance with) any of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner not covered by Section 9.1 the rights of the Holders of the Notes under the Indenture; provided that
no such supplemental indenture shall, without the consent of each Holder of Notes then Outstanding and affected thereby:


 


(a)            reduce
the principal amount of the Notes whose Holders must consent to an amendment or waiver;


 


(b)            reduce
the rate of or extend the time for payment of interest (including default interest) on the Notes;


 


(c)            reduce
the principal of or premium, if any, on or change the Stated Maturity of the Notes;


 


(d)            waive
a Default in the payment of the principal of or premium, if any, or interest on the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes and a waiver of
the payment default that resulted from such acceleration);


 


(e)            make
the principal of or premium, if any, or interest on the Notes payable in any currency other than that stated in the Notes;


 


(f)            make
any change in Sections 4.1 and 6.4 of the Base Indenture or Sections 7.4 or 9.2(f) (this sentence);


 


(g)            waive
a redemption payment with respect to the Notes; or


 


(h)            release
the Guarantor other than as provided in the Indenture.


 


The Trustee is hereby authorized to join with
the Issuers and the Guarantor in the execution of any such supplemental indenture, and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise.


 


It shall not be necessary for the consent
of the Holders of the Notes under this Section 9.2 to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.


 


SECTION 9.3     Effect
of Supplemental Indentures.


 


Upon the execution of any supplemental indenture
pursuant to the provisions of this Article IX or of Section 10.2, the Indenture shall, with respect to the Notes, be
and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under the Indenture of the Trustee, the Issuers, the Guarantor and the Holders of the Notes shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of the Indenture
for any and all purposes.


 






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SECTION 9.4     Notes
Affected by Supplemental Indentures.


 


Notes affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this
Article IX or of Section 10.2, may bear a notation in form approved by the Issuers as to any matter provided for in
such supplemental indenture. If the Issuers shall so determine, new Notes so modified as to conform, in the opinion of the
Board of Directors, to any modification of the Indenture contained in any such supplemental indenture may be prepared by the
Issuers, authenticated by the Trustee and delivered in exchange for the Notes then Outstanding.


 


SECTION 9.5     Execution
of Supplemental Indentures.


 


Upon the request of the Issuers, accompanied
by a Board Resolution of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Notes required to consent thereto as aforesaid, the Trustee shall join
with the Issuers in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion but shall not
be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.1 of the Base
Indenture, may receive, in addition to the documents required by Section 14.7(a) of the Base Indenture, an Officer’s
Certificate or an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed pursuant
to this Article IX is authorized or permitted by, and conforms to, the terms of this Article IX and that it is proper
for the Trustee under the provisions of this Article IX to join in the execution thereof; provided, however,
that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental
indenture that establishes the terms of a series of Securities pursuant to Section 2.1 of the Base Indenture.


 


Promptly after the execution by the Issuers
and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Issuers shall transmit by electronic
transmission, a notice, setting forth in general terms the substance of such supplemental indenture, to the Holders of the Notes
affected thereby as their names and addresses appear upon the Security Register. Any failure of the Issuers to send such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


ARTICLE X


 


SUCCESSOR
ENTITY


 


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


 






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SECTION 10.1     Company
and the Guarantor May Consolidate on Certain Terms.


 








The Company and the Guarantor may consolidate
with, or sell, lease or convey all or substantially all of their respective assets to, or merge with or into, any other entity;
provided that the following conditions are met:


 


(a)            the
Company or the Guarantor, as the case may be, shall be the continuing entity, or the successor entity (if other than the
Company or the Guarantor, as the case may be) formed by or resulting from any consolidation or merger or which shall have
received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes
and the due and punctual performance and observance of all of the covenants and conditions in the Indenture;


 


(b)            immediately
after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing; and


 


(c)            an
Officer’s Certificate and Opinion of Counsel shall be delivered to the Trustee, in each case, stating that all conditions
precedent promised for in the Indenture relating to such consolidation, sale, lease, conveyance or merger have been complied with
and that such consolidation, sale, lease, conveyance or merger complies with the provisions of the Indenture.


 


SECTION 10.2     Successor
Entity Substituted.


 


(a)            In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor
entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations
set forth under Section 10.1 on all of the Notes Outstanding, such successor entity shall succeed to and be substituted for
the applicable Issuer or the Guarantor with the same effect as if it had been named as such Issuer or the Guarantor herein, and
thereupon the predecessor entity shall be relieved of all obligations and covenants under the Indenture and the Notes.


 


(b)            In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but
not in substance) may be made in the Notes thereafter to be issued as may be appropriate.


 


(c)            Nothing
contained in this Article X shall require any action by the applicable Issuer or the Guarantor in the case of a consolidation
or merger of any Person into such Issuer or the Guarantor where such Issuer or the Guarantor is the survivor of such transaction,
or the acquisition by such Issuer or the Guarantor, by purchase or otherwise, of all or any part of the property of any other Person
(whether or not affiliated with such Issuer or the Guarantor).


 


ARTICLE XI


 


SATISFACTION AND DISCHARGE


 


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


 






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SECTION 11.1     Satisfaction
and Discharge.


 


The Indenture shall be discharged and shall
cease to be of further effect as to all Notes issued hereunder, when:


 


(a)            either:


 


(1)            all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for
whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the
Trustee for cancellation; or


 


(2)            all
Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice
of redemption or otherwise or will become due and payable within one year and the Issuers or the Guarantor have irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollars,
Governmental Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment
of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal
of, premium on, if any, and interest on, the Notes to the Stated Maturity or the Redemption Date;


 


(b)            in
respect of subclause (2) of clause (a) of this Section 11.1, no Event of Default has occurred and is continuing
on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit
and any similar deposit relating to other Indebtedness and, in each case, the granting of liens to secure such borrowings);


 


(c)            the
Issuers or the Guarantor have paid or caused to be paid all sums payable by it under the Indenture; and


 


(d)            the
Issuers have delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment
of the Notes at Stated Maturity or on the Redemption Date, as the case may be.


 


In addition, the Company must deliver an Officer’s
Certificate to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.


 


Notwithstanding the satisfaction and discharge
of the Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.1,
the provisions of Sections 11.2 and 12.6 will survive. In addition, nothing in this Section 11.1 will be deemed to discharge
those provisions of Section 8.3, that, by their terms, survive the satisfaction and discharge of the Indenture.


 


SECTION 11.2     Application
of Trust Money.


 


Subject to the provisions of Section 12.6,
all money deposited with the Trustee pursuant to Section 11.1 shall be held in trust and applied by it, in accordance with
the provisions of the Notes and the Indenture, to the payment, either directly or through any Paying Agent (including the Issuers
acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium on,
if any, and interest on the Notes for whose payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.


 






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If the Trustee or Paying Agent is
unable to apply any money or Governmental Obligations in accordance with Section 11.1 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuers’ and the Guarantor’s obligations under the Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section 11.1; provided that, if the Issuers
have made any payment of principal of, premium on, if any, or interest on any Notes because of the reinstatement of their
obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Governmental Obligations held by the Trustee or Paying Agent.


 


ARTICLE XII


 


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


SECTION 12.1     Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Issuers may at any time, at the option
of the Board of Directors of the Company evidenced by a Board Resolution set forth in an Officer’s Certificate, elect to
have either Section 12.2 or 12.3 be applied to all Outstanding Notes upon compliance with the conditions set forth below in
this Article XII.


 


SECTION 12.2     Legal
Defeasance and Discharge.


 


Upon the Issuers’ exercise under Section 12.1
of the option applicable to this Section 12.2, the Issuers and the Guarantor will, subject to the satisfaction of the conditions
set forth in Section 12.4, be deemed to have been discharged from their obligations with respect to all Outstanding Notes
(including the Note Guarantee) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Issuers and the Guarantor will be deemed to have paid and discharged the entire
Indebtedness represented by the Outstanding Notes (including the Note Guarantee), which will thereafter be deemed to be Outstanding
only for the purposes of Section 12.5 and the other Sections of the Indenture referred to in clauses (a) and (b) below,
and to have satisfied all their other obligations under such Notes, the Note Guarantee and the Indenture (and the Trustee, on demand
of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions
which will survive until otherwise terminated or discharged hereunder:


 


(a)            the
rights of Holders of Outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interest on such
Notes when such payments are due from the trust referred to in Section 12.4;


 


(b)            the
Issuers’ obligations with respect to such Notes under Article II and Section 4.2 of the Base Indenture;


 


(c)            the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the Guarantor’s obligations
in connection therewith; and


 






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(d)            this
Article XII.


 


Subject to compliance with this Article XII,
the Issuers may exercise their option under this Section 12.2 notwithstanding the prior exercise of their option under Section 12.3.


 


SECTION 12.3     Covenant
Defeasance.


 


Upon the Issuers’ exercise under Section 12.1
of the option applicable to this Section 12.3, the Issuers and the Guarantor will, subject to the satisfaction of the conditions
set forth in Section 12.4, be released from each of their obligations under the covenants contained in Article VI and
Article X and any additional covenants specified in any Board Resolution or indenture supplemental hereto with respect to
the Notes on and after the date the conditions set forth in Section 12.4 are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes will thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act
of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed Outstanding
for all other purposes hereunder (it being understood that such Notes will not be deemed Outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the Outstanding Notes and the Note Guarantee, the Issuers and
the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in
any such covenant and any additional covenants specified in any Board Resolution or indenture supplemental hereto, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of
Default under Section 7.1 with respect to the Outstanding Notes, but, except as specified above, the remainder of the Indenture
and such Notes and the Note Guarantee shall be unaffected thereby.


 


SECTION 12.4     Conditions
to Legal or Covenant Defeasance.


 


In order to exercise either Legal Defeasance
or Covenant Defeasance under either Section 12.2 or 12.3:


 


(1)            the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Governmental
Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment
bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium on, if any, and interest on,
the Outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the
Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Date;


 


(2)            in
the case of an election under Section 12.2, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee confirming that:


 


(A)            the
Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or


 






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(B)            since
the date of the Indenture, there has been a change in the applicable federal income tax law,


 


in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the Outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(3)            in
the case of an election under Section 12.3, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee confirming that the Holders of the Outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(4)            no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other
Indebtedness), and the granting of liens to secure such borrowings);


 


(5)            such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than the Indenture and the agreements governing any other Indebtedness being defeased, discharged
or replaced) to which either Issuer or the Guarantor is a party or by which either Issuer or the Guarantor is bound; and


 


(6)            the
Issuers must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


SECTION 12.5     Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 12.6, all cash and
Governmental Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 12.4 in respect of
the Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the
Indenture, to the payment, either directly or through any Paying Agent (including any Issuer acting as Paying Agent) as the Trustee
may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any,
and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The Issuers will pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or Governmental Obligations deposited pursuant to
Section 12.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Notes.


 






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Notwithstanding anything in this
Article XII to the contrary, the Trustee shall deliver or pay to the Issuers from time to time upon Company Request any
cash or Governmental Obligations held by it as provided in Section 12.4 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be
the opinion delivered under Section 12.4(1)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


SECTION 12.6     Repayment
to Issuers.


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium on, if any, or interest on any
Notes and remaining unclaimed for two years after such principal, premium, if any, or interest, has become due and payable shall
be paid to the Issuers on their request or (if then held by the Issuers) will be discharged from such trust; and the Holder
of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at
the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice
that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.


 


SECTION 12.7     Reinstatement.


 


If the Trustee or Paying Agent is unable to
apply any cash or Governmental Obligations in accordance with Section 12.2 or 12.3, as the case may be, by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’
and the Guarantor’s obligations under the Indenture and the Notes and the Note Guarantee shall be revived and reinstated
as though no deposit had occurred pursuant to Section 12.2 or 12.3 until such time as the Trustee or Paying Agent is permitted
to apply all such cash or Governmental Obligations in accordance with Section 12.2 or 12.3, as the case may be; provided,
however, that, if the Issuers make any payment of principal of, premium on, if any, or interest on any Note following the
reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment
from the cash or Governmental Obligations held by the Trustee or Paying Agent.


 






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ARTICLE XIII


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS


 


This Section 13.1 replaces Section 13.1
of the Base Indenture with respect to the Notes only.


 


SECTION 13.1     No
Recourse.


 


No recourse under or upon any
obligation, covenant or agreement of the Indenture, or of the Notes, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of either
Issuer or the Guarantor or any of their respective affiliates or Subsidiaries or of any predecessor or successor Person,
either directly or through such Issuer or Guarantor or any of their respective affiliates or Subsidiaries or any such
predecessor or successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that the Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of such Issuer or Guarantor or any of their
respective affiliates or Subsidiaries or of any predecessor or successor Person, or any of them, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in the
Indenture or in any of the Notes or implied therefrom; and that any and all such personal liability of every name and
nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements contained in the Indenture or in any of the
Notes or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the
execution of the Indenture and the issuance of the Notes.


 


ARTICLE XIV


 


MISCELLANEOUS
PROVISIONS


 


SECTION 14.1     Effect
on Successors and Assigns.


 


All the covenants, stipulations, promises
and agreements in this Supplemental Indenture made by or on behalf of the Issuers or the Guarantor shall bind their successors
and assigns, whether so expressed or not. All the covenants, stipulations, promises and agreements in this Supplemental Indenture
made by or on behalf of the Trustee shall bind its successors and assigns, whether so expressed or not.


 


SECTION 14.2     Actions
by Successor.


 


Any act or proceeding by any provision of
this Supplemental Indenture authorized or required to be done or performed by any board, committee or officer of the Issuers or
the Guarantor shall and may be done and performed with like force and effect by the corresponding board, committee or officer of
any Person that shall at the time be the lawful successor of such Issuer or the Guarantor.


 






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SECTION 14.3     Notices.


 


Any notice or communication by the Issuers,
the Guarantor or the Trustee to the other is duly given if in writing and delivered in person or by first class mail (registered
or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery to the
others’ address:


 


If to the Issuers or the Guarantor:


 


CyrusOne Inc. 


2101 Cedar Springs Road, Suite 900 


Dallas, TX 75201


 


Facsimile No.: (972) 499-3490 


Attention: Chief Financial Officer


 


With a copy to: 


Cravath, Swaine & Moore 


825 Eighth Avenue 


New York, New York 10019


 


Facsimile No.: (212) 474-3700 


Attention: William V. Fogg, Esq. and
Michael E. Mariani, Esq.


 


If to the Trustee:


 


Wells Fargo Bank, N.A. 


150 East 42nd Street, 40th Floor 


New York, NY 10017


 


Facsimile No.: 917-260-1593 


Attention: Corporate Trust Services


 


The Company, the Guarantor or the Trustee,
by notice to the other, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications (other than
those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed; when sent, if transmitted by facsimile;
and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Any notice or communication to a
Holder, when the Notes are in the form of Definitive Notes, will be mailed by first class mail, certified or registered,
return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register
kept by the Security Registrar. Any notice or communication to a Holder, when the Notes are in the form of Global Notes, will
be sent pursuant to Applicable Procedures. Any notice or communication will also be so sent to any Person described in the
Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act if the Indenture is then qualified
thereunder. Failure to send a notice or communication to a Holder or any defect in it will not affect its sufficiency with
respect to other Holders.


 






    42


     


    

 


If a notice or communication is mailed or
otherwise sent in the manner provided above within the time prescribed, it is duly given, regardless of whether or not the addressee
receives it.


 


If the Issuers mail a notice or communication
to Holders, it will mail a copy to the Trustee and each Agent at the same time.


 


SECTION 14.4     Governing
Law/Waiver of Jury Trial.


 


This Supplemental Indenture, the Notes and
the Note Guarantee shall be governed by, and construed in accordance with, the internal law of the State of New York without regard
to conflict of principles that would result in the application of any law other than the law of the State of New York. EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.


 


SECTION 14.5     Conflict
with Trust Indenture Act.


 


If and to the extent that any provision of
this Supplemental Indenture limits, qualifies, or conflicts with any provision of the Trust Indenture Act, such Trust Indenture
Act provision shall control.


 


SECTION 14.6     Counterparts.


 


This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one
and the same instrument. The exchange of copies of this Supplemental Indenture of signature pages thereof by facsimile or
PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and
may be used in lieu of the original instrument for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF
shall be deemed to be their original signatures for all purposes.


 


SECTION 14.7     Severability.


 


In case any one or more of the provisions
contained in this 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 Supplemental Indenture
or of the Notes, but this Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.


 






    43


     


    

 


SECTION 14.8     The
Trustee.


 


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


 


SECTION 14.9     Ratifications.


 


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


 


[remainder of page intentionally left
blank]


 






    44


     


    

 


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


 


	 	CYRUSONE LP
	 	 	 
	 	By:  	CyrusOne GP, as the sole general partner 
 
	 	 	 
	 	By:	CyrusOne Inc., as the sole trustee
	 	 	 
	 	By:	/s/ Diane M. Morefield
	 	 	Name:   Diane M. Morefield
	 	 	Title:     Executive Vice President and Chief Financial Officer




   


	 	CYRUSONE FINANCE CORP.
	 	 	 
	 	By:  	/s/
    Diane M. Morefield
	 	 	Name:   Diane
    M. Morefield
	 	 	Title:     Executive
    Vice President and Chief Financial Officer



 





[Signature Page
to Second Supplemental Indenture (2029 Notes)]


 











     


     


    

   


	 	GUARANTOR:
	 	 
	 	CYRUSONE INC.
	 	 	 
	 	By:  	/s/ Diane M. Morefield
	 	 	Name:	Diane M. Morefield
	 	 	Title:	Executive Vice President and Chief Financial Officer


 


[Signature Page
to Second Supplemental Indenture (2029 Notes)]


 






     


     


    

  





	
        TRUSTEE:

        
	 
	 	 
	WELLS FARGO BANK, N.A.	 
	 	 	 
	By:  	/s/ Patrick Giordano	 
	 	Name:   Patrick Giordano	 
	 	Title:     Vice President	 







 


[Signature Page
to Second Supplemental Indenture (2029 Notes)]


 









     


     


    





 


EXHIBIT A


 




CYRUSONE LP


 CYRUSONE FINANCE CORP.


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 3.2 OF THE SECOND SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 3.2 OF THE SECOND SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED
TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.8 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE 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.


 






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CYRUSONE LP


 CYRUSONE FINANCE CORP.


 




3.450% NOTES DUE 2029


 


Certificate No. [__________]


 


CUSIP No.: [__________]


 


ISIN: [__________]


 


$[__________]


 


CYRUSONE LP, a Maryland limited partnership (the “Company”)
and CYRUSONE FINANCE CORP., a Maryland corporation (the “Co-Issuer,” and together with the Company, the “Issuers”),
for value received hereby promise to pay to Cede & Co., or its registered assigns, the principal sum of [__________] MILLION
DOLLARS ($__________])[, or such lesser amount as is set forth in the Schedule of Exchanges of Interests in the Global Note on
the other side of this Note,] on November 15, 2029 at the office or agency of the Issuers maintained for that purpose in accordance
with the terms of the Indenture, in such coin or currency of the United States of America as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay interest semi-annually in arrears on May 15 and November 15
of each year, commencing May 15, 2020, on said principal sum at said office or agency, in like coin or currency, at the rate
per annum of 3.450%, from May 15 or November 15, as the case may be, next preceding the date of this Note to which interest
has been paid or duly provided for, unless no interest has been paid or duly provided for on the Notes, in which case from December 5,
2019, until payment of said principal sum has been made or duly provided for. The Issuers shall pay interest to Holders of record
on the May 1 or November 1 immediately preceding the applicable May 15 or November 15 interest payment date,
respectively, in accordance with the terms of the Indenture. The Issuers shall pay interest on any Notes in certificated form by
check mailed to the address of the Person entitled thereto; provided, however, that a Holder of any Notes in certificated
form in the aggregate principal amount of more than $2,000,000 may specify by written notice to the Issuers that it pay interest
by wire transfer of immediately available funds to the account in the United States specified by the Holder in such notice, or
on any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 


Interest on the Notes shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.


 


Reference is made to the further provisions of this Note set
forth on the reverse hereof and the Indenture governing this Note. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.


 






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This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly authorized
authenticating agent under the Indenture.


  






    A-3


     


    

 


IN WITNESS WHEREOF, the Issuers have caused
this Note to be duly executed.


 


Dated: [__________], 20[____]


 


	 	CYRUSONE
        LP

         

        By:
        CyrusOne GP, as the sole general partner

         

        By:
        CyrusOne Inc., as the sole trustee

	 	 

        By: 
	 
		 	Name:
	 	 	Title:


 


	 	CYRUSONE
    FINANCE CORP.
	 	 
	 	By:  	 
	 	 	Name:      
	 	 	Title:


 






    A-4


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes described in the within-named Indenture.
Dated: [__________], 20[____]


 





	 	WELLS FARGO BANK, N.A., as the Trustee



	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    A-5


     


    

 







 


[FORM OF REVERSE SIDE OF NOTE]


 


CYRUSONE LP


 CYRUSONE FINANCE CORP.


 


3.450% NOTES DUE 2029


 


1.            Notes.


 


This Note is one of a duly authorized issue of Securities of
the Issuers, designated as its 3.450% Notes due 2029 (herein called the “Notes”), issued under and pursuant
to an Indenture dated as of December 5, 2019 (herein called the “Base Indenture”), among the Issuers and
Wells Fargo Bank, N.A., as trustee (herein called the “Trustee”), as supplemented by the Second Supplemental
Indenture, dated as of December 5, 2019 (herein called the “Supplemental Indenture,” and together with
the Base Indenture, the “Indenture”), among the Issuers, the Guarantor and the Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Issuers and the Holders of the Notes. Capitalized terms used but not otherwise
defined in this Note shall have the respective meanings set forth in the Indenture.


 


2.            No
Sinking Fund.


 


The Notes are not subject to redemption through the operation
of any sinking fund.


 


3.            Optional
Redemption.


 


The Issuers may redeem on any one or more occasions some or
all of the Notes before they mature. The Redemption Price will equal the sum of (1) an amount equal to 100% of the principal
amount of the Notes being redeemed plus accrued and unpaid interest up to, but not including, the Redemption Date and (2) the
Make-Whole Premium. Notwithstanding the foregoing, if the Notes are redeemed on or after August 15, 2029, the Redemption Price
will not include the Make-Whole Premium.


 


4.            Notice
of Redemption.


 


In case the Issuers shall desire to exercise the right to
redeem some or all of the Notes, the Issuers shall fix a date for redemption and the Issuers, or, at the Issuers’
written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be
acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense
of the Issuers, shall mail or cause to be mailed, or sent by electronic transmission a notice of such redemption not fewer
than 15 calendar days nor more than 60 calendar days prior to the Redemption Date to each Holder at its last address as the
same appears on the Security Register, except that notices of redemption may be mailed or sent more than 60 days prior to a
Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the
Indenture pursuant to Articles XI and XII of the Indenture with respect to the Notes.


 






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5.            Acceleration
Upon Event of Default.


 


The Events of Default relating to the Notes are set forth in
Section 7.1 of the Supplemental Indenture. If an Event of Default (other than an Event of Default specified in Sections 7.1(e) or
7.1(f) of the Supplemental Indenture) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest
on all Notes may be declared to be due and payable by either the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then Outstanding, and, upon said declaration the same shall be immediately due and payable. If an Event of
Default specified in Sections 7.1(e) or 7.1(f) of the Supplemental Indenture occurs with respect to the Issuers, the
principal of and premium, if any, and interest accrued and unpaid on all the Notes shall be immediately and automatically due and
payable without necessity of further action.


 


6.            Amendment
and Modification.


 


The Indenture contains provisions permitting
the Issuers and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes
at the time Outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the
Notes, subject to exceptions set forth in Section 9.2 of the Supplemental Indenture. Subject to the provisions of the Indenture,
the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding may, on behalf of the
Holders of all of the Notes, waive any past default or Event of Default, subject to exceptions set forth in the Indenture.


 


No reference herein to the Indenture and
no provision of this Note or of the Indenture shall impair, as among the Issuers and the Holder of the Notes, the obligation of
the Issuers, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the place,
at the respective times, at the rate and in the coin or currency prescribed herein and in the Indenture.


 


7.            Denominations,
Transfer, Exchange.


 


The Notes are issuable in fully registered form, without coupons,
in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. At the office or agency of the
Issuers referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be
imposed in connection with any registration or exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of any other authorized denominations.


 


8.            Persons
Deemed Owners.


 


The registered Holder of a Note may be treated as the owner
of it for all purposes. Only registered Holders have rights under the Indenture.


 






    A-7



     


    

 


9.            No
Recourse.


 


No recourse under or upon any obligation, covenant or agreement
of the Indenture, or of the Notes, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of either Issuer or the Guarantor or any of their respective
affiliates or Subsidiaries or of any predecessor or successor Person, either directly or through such Issuer or Guarantor or any
of their respective affiliates or Subsidiaries or any such predecessor or successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood
that the Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of such Issuer
or Guarantor or any of their respective affiliates or Subsidiaries or of any predecessor or successor Person, or any of them, because
of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained
in the Indenture or in any of the Notes or implied therefrom; and that any and all such personal liability of every name and
nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every
such incorporator, stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in the Indenture or in any of the Notes or implied therefrom,
are hereby expressly waived and released as a condition of, and as a consideration for, the execution of the Indenture and the
issuance of the Notes.


 


10.            Governing
Law.


 


The Supplemental Indenture, this Note and the Note Guarantee
will be governed by, and construed in accordance with the internal law of the State of New York without regard to conflict of principles
that would result in the application of any law other than the law of the State of New York.


 






    A-8



     


    

 


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-9



     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL NOTE *


 


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


 


	Date of Exchange	 	 	Amount of decrease in
 principal amount at
 maturity of this Global
 Note	 	Amount of increase in
 principal amount at 
 maturity of this Global
 Note	 	Principal amount at 
 maturity of this Global
 Note following such 
 decrease (or increase)	 	 Signature of authorized 
 officer of Trustee or 
 Custodian
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 




 


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


 






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