EXHIBIT 4.2


 


Execution Version


 


Macquarie Infrastructure Company LLC

as the Issuer


 


and


 


Wells Fargo Bank, National Association

as Trustee


 


First Supplemental Indenture


 


Dated as of July 15, 2014


 


2.875% Convertible Senior Notes due 2019


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE 1
	Scope of Supplemental Indenture
	 	 	 
	Section 1.01	Scope	2
	 	 	 
	ARTICLE 2
	Definitions
	 	 	 
	Section 2.01	Definitions and Other Provisions of General Application	2
	Section 2.02	References to Interest	7
	 	 	 
	ARTICLE 3
	Issue, Description, Execution, Registration and Conversion of Notes
	 	 	 
	Section 3.01	Designation and Amount	7
	Section 3.02	Form of Notes	7
	Section 3.03	Date and Denomination of Notes; Payments of Interest; Defaulted Interest	8
	Section 3.04	Exchange and Registration of Transfer of Notes; Depositary	9
	Section 3.05	Mutilated, Destroyed, Lost or Stolen Notes	9
	Section 3.06	Additional Notes; Repurchases	10
	 	 	 
	ARTICLE 4
	Satisfaction and Discharge
	 	 	 
	Section 4.01	Applicability of Article 4 and 13 of the Base Indenture	10
	Section 4.02	Satisfaction and Discharge	11
	 	 	 
	ARTICLE 5
	Particular Covenants of the Company
	 	 	 
	Section 5.01	Payment of Principal and Interest	11
	Section 5.02	Consolidation and Merger	11
	Section 5.03	Reports by the Company	12
	Section 5.04	Statements as to Defaults; Compliance with Indenture	12
	 	 	 
	ARTICLE 6
	Defaults and Remedies
	 	 	 
	Section 6.01	Amendments to Base Indenture Events of Default	12
	Section 6.02	Additional Interest	14
	Section 6.03	Waiver of Past Defaults	15


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	Section 6.04	Notice of Defaults	15
	 	 	 
	ARTICLE 7
	Supplemental Indentures
	 	 	 
	Section 7.01	Applicability of Article IX of the Base Indenture	15
	Section 7.02	Supplemental Indentures Without Consent of Holders	16
	Section 7.03	Supplemental Indentures with Consent of Holders	16
	 	 	 
	ARTICLE 8
	Conversion of Notes
	 	 	 
	Section 8.01	Conversion Privilege	17
	Section 8.02	Conversion Procedure; Settlement Upon Conversion	18
	Section 8.03	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	20
	Section 8.04	Adjustment of Conversion Rate	21
	Section 8.05	Adjustments of Prices	28
	Section 8.06	Reservation of Shares	29
	Section 8.07	Effect of Recapitalizations, Reclassifications and Changes of the Shares	29
	Section 8.08	Certain Covenants	30
	Section 8.09	Responsibility of Trustee	31
	Section 8.10	Shareholder Rights Plans	31
	 	 	 
	ARTICLE 9
	Repurchase of Notes at Option of Holders
	 	 	 
	Section 9.01	Repurchase at Option of Holders Upon a Fundamental Change	31
	Section 9.02	Withdrawal of Fundamental Change Repurchase Notice	34
	Section 9.03	Deposit of Fundamental Change Repurchase Price	34
	Section 9.04	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	35
	 	 	 
	ARTICLE 10
	No Redemption and No Sinking Fund
	 	 	 
	Section 10.01	No Redemption; No Sinking Fund	35
	 	 	 
	ARTICLE 11
	Miscellaneous Provisions
	 	 	 
	Section 11.01	Trust Indenture Act of 1939	35


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	Section 11.02	Governing Law	35
	Section 11.03	Duplicate Originals	36
	Section 11.04	Separability	36
	Section 11.05	Ratification	36
	Section 11.06	Effectiveness	36
	Section 11.07	Successors	36
	Section 11.08	Trustee’s Disclaimer	36
	Section 11.09	No Security Interest Created	36
	Section 11.10	Calculations	36
	 	 	 
	EXHIBIT
	 	 	 
	Exhibit A	Form of Note	A-1


 




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FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE dated as of
July 15, 2014 among Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “Company”),
and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company and the Trustee
executed and delivered an Indenture, dated as of July 15, 2014 (the “Base Indenture” and as supplemented by
this First Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to
time of its debentures, notes or other evidences of indebtedness (the “Securities”);


 


WHEREAS, Section 3.01 of the Base
Indenture provides that the terms of any series of Securities may be established pursuant to a supplemental indenture and Section
9.01 of the Base Indenture provides that the Company, when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental to the Base Indenture, without the consent of any Holders, to,
among other things, establish the form or terms of Securities of any series as permitted by Section 3.01 of the Base Indenture;


 


WHEREAS, pursuant to a Board Resolution,
the Company has duly authorized the issuance of the Company’s 2.875% Convertible Senior Notes due 2019 (the “Notes”),
initially in an aggregate principal amount not to exceed $350,000,000, and in order to provide the terms and conditions upon which
the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this First
Supplemental Indenture; and


 


WHEREAS, the Company desires to issue
and sell $350,000,000 aggregate principal amount of the Notes as of the date hereof;


 


WHEREAS, the Company desires to establish
the form and terms of the Notes;


 


WHEREAS, all things necessary to
make this First Supplemental Indenture a legal and binding supplement to the Base Indenture in accordance with its terms and the
terms of the Base Indenture have been done;


 


WHEREAS, the Company has complied
with all conditions precedent provided for in the Base Indenture relating to this First Supplemental Indenture; and


 


WHEREAS, the Company has requested
that the Trustee execute and deliver this First Supplemental Indenture.


 


NOW, THEREFORE:


 


For and in consideration of the premises
stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee covenant and agree, for the equal
and proportionate benefit of the Holders of the Notes, as follows:


 






    	 



    	 



    

 


ARTICLE
1

Scope of Supplemental Indenture


 


Section 1.01         Scope.
This First Supplemental Indenture constitutes a supplement to the Base Indenture and an integral part of the Indenture and shall
be read together with the Base Indenture (with such modifications to the base indenture as are expressly set forth in this First
Supplemental Indenture) as though all the provisions thereof are contained in one instrument. Except as expressly amended by this
First Supplemental Indenture, the terms and provisions of the Base Indenture shall remain in full force and effect. Notwithstanding
the foregoing, this First Supplemental Indenture shall only apply to the Notes. For all purposes under the Base Indenture, the
Notes shall constitute a single series of Securities.


 


ARTICLE
2

Definitions


 


Section 2.01         Definitions
and Other Provisions of General Application. For all purposes of this First Supplemental
Indenture unless otherwise specified herein:


 


(a)          all
terms used in this First Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in
the Base Indenture;


 


(b)          the
provisions of general application stated in Section 1.01 of the Base Indenture shall apply to this First Supplemental Indenture,
except that references to “this Indenture” shall be substituted with references to “this Supplemental Indenture”;


 


(c)          Section
1.01 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by inserting the following additional
defined terms in their appropriate alphabetical positions and deleting any defined terms therein that are also defined in this
Section 2.01;


 


“Additional Interest”
means all amounts, if any, payable pursuant to Section 6.02.


 


“Additional Shares”
shall have the meaning specified in Section 8.03(a).


 


“Averaging Period”
shall have the meaning specified in Section 8.04(e).


 


“Base Indenture”
shall have the meaning specified in the first paragraph of the recitals of this First Supplemental Indenture.


 


“Board of Directors”
means, of any Person, the board of directors of such Person or a committee of such board duly authorized to act for it hereunder.


 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required
by law or executive order to close or be closed.


 


“close of business”
means 5:00 p.m. (New York City time).


 






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“Commission” shall
have the meaning specified in Section 5.03(b).


 


“Common Equity”
of any Person means capital stock of such Person that is generally entitled (a) to vote in the election of directors of such Person
or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners,
managers or others that will control the management or policies of such Person.


 


“Company” shall
have the meaning specified in the first paragraph of this First Supplemental Indenture.


 


“Conversion Agent”
shall have the meaning specified in Section 3.04(d).


 


“Conversion Date”
shall have the meaning specified in Section 8.02(c).


 


“Conversion Obligation”
shall have the meaning specified in Section 8.01.


 


“Conversion Rate”
shall have the meaning specified in Section 8.01.


 


“Custodian” means
the Trustee, as custodian for The Depository Trust Company, with respect to the Global Notes, or any successor entity thereto.


 


“Defaulted Interest”
means, solely for purposes of the Notes, any amounts on any Note (including, without limitation, the Fundamental Change Repurchase
Price, principal and interest) that are payable but are not punctually paid or duly provided for.


 


“Distributed Property”
shall have the meaning specified in Section 8.04(c).


 


“Effective Date”
shall have the meaning specified in Section 8.03(c), except that, as used in Section 8.04, “Effective Date”
means the first date on which the Shares trade on the applicable exchange or in the applicable market, regular way, reflecting
the relevant share split or share combination.


 


“Ex-Dividend Date”
means the first date on which the Shares trade on the applicable exchange or in the applicable market, regular way, without the
right to receive the issuance, dividend or distribution in question.


 


“First Supplemental Indenture”
means this instrument as originally executed or, if amended, or supplemented as herein provided, as so amended or supplemented.


 


“Form of Fundamental Change
Repurchase Notice” shall mean the “Form of Fundamental Change Repurchase Notice” attached as Attachment
2 to the Form of Note attached hereto as Exhibit A.


 


“Form of Notice of Conversion”
shall mean the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit
A.


 


“Fundamental Change”
shall be deemed to have occurred when any of the following occurs:


 






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(a)          the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
or “group” becomes the “beneficial owner” (as these terms are defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act), directly or indirectly, of more than 50% of the Company’s Common Equity that is at the time entitled to
vote by the holder thereof in the election of the Company’s Board of Directors (or comparable body); or


 


(b)          the
consummation of (A) any recapitalization, reclassification or change of the Shares (other than changes resulting from a subdivision
or combination) as a result of which the Shares would be converted into, or exchanged for, stock, other securities, other property
or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Shares will be converted into cash,
securities or other property; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or
substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any person or group; provided,
however, that a transaction described in clause (A) or (B) (i) in which the holders of the Shares immediately prior to such transaction
own, directly or indirectly, more than 50% of all classes of Common Equity (or equivalent interests) in the continuing or surviving
entity or transferee or the parent thereof immediately after such transaction or (ii) effected solely to change the Company’s
jurisdiction of incorporation or to form a holding company for the Company and that results in a share exchange or reclassification
or similar exchange of the Company’s outstanding shares solely into equity interests of the surviving entity shall not be
a fundamental change pursuant to this clause (b); or


 


(c)          the
adoption of a plan relating to liquidation or dissolution of the Company; or


 


(d)          the
Shares (or other shares or equity interests underlying the Notes) cease to be listed or quoted on any of The New York Stock Exchange,
The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors).


 


“Fundamental Change Company
Notice” shall have the meaning specified in Section 9.01(c).


 


“Fundamental Change Repurchase
Date” shall have the meaning specified in Section 9.01(a).


 


“Fundamental Change Repurchase
Notice” shall have the meaning specified in Section 9.01(b)(i).


 


“Fundamental Change Repurchase
Price” shall have the meaning specified in Section 9.01(a).


 


“Global Note”
shall have the meaning specified in Section 3.04(b).


 


“Indenture” shall
have the meaning specified in the first paragraph of the recitals of this First Supplemental Indenture.


 


“Interest Payment Date”
means each January 15 and July 15 of each year, beginning on January 15, 2015.


 






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“Last Reported Sale Price”
of the Shares on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid
and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as
reported in composite transactions for the principal U.S. national or regional securities exchange on which the Shares are traded.
If the Shares are not listed or admitted for trading, the “Last Reported Sale Price” of the Shares shall
be the last quoted bid price for the Shares in the over-the-counter market on the relevant Trading Day as reported by OTC Markets
Group Inc. or another similar organization selected by the Company. If the Shares are not so quoted, the “Last Reported
Sale Price” of the Shares shall be the average of the mid-point of the last bid and ask prices for the Shares on
the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company
for this purpose which may include one or more of the Underwriters.


 


“Make-Whole Fundamental Change”
means any transaction or event that constitutes a Fundamental Change (determined without regard to the proviso in clause
(i) of clause (b) of the definition thereof).


 


“Market Disruption Event”
means (a) a failure by the primary U.S. national or regional securities exchange or market on which the Shares are listed or admitted
for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York
City time, on any Scheduled Trading Day for the Shares for more than one half-hour period in the aggregate during regular trading
hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant
stock exchange or otherwise) in the Shares or in any options, contracts or future contracts relating to the Shares.


 


“Maturity Date”
means July 15, 2019.


 


“Merger Event”
shall have the meaning specified in Section 8.07(a).


 


“Note” or “Notes”
shall have the meaning specified in the third paragraph of the recitals of the Indenture.


 


“Notice of Conversion”
shall have the meaning specified in Section 8.02(b).


 


“open of business”
means 9:00 a.m. (New York City time).


 


“outstanding,”
when used with reference to Notes, shall have such meaning as set forth in the Base Indenture, with the additional exceptions set
forth below:


 


(a)          Notes
converted pursuant to Article 8 and required to be cancelled pursuant to Section 3.06; and


 


(b)          Notes
repurchased by the Company pursuant to the penultimate sentence of Section 3.06.


 


“Physical Notes”
means permanent certificated Notes in registered form.


 






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“Predecessor Note”
of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular
Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 3.05 in lieu of or in conversion
for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Note that it replaces.


 


“principal” of
a Note means the principal amount of (including the Fundamental Change Repurchase Price, if any) such Note. The definition of “principal”
in the Base Indenture shall not apply to the Notes, and, solely for purposes of the Notes, references to “principal”
in the Base Indenture shall be deemed instead to be references to “principal” (as such term is defined in this First
Supplemental Indenture).


 


“Prospectus Supplement”
means the preliminary prospectus supplement dated July 7, 2014, as supplemented by the pricing term sheet dated July 10, 2014,
relating to the offering and sale of the Notes, and the prospectus dated July 9, 2014.


 


“Record Date”
means, with respect to any dividend, distribution or other transaction or event in which the holders of Shares (or other applicable
security) have the right to receive any cash, securities or other property or in which the Shares (or such other security) are
exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders
of the Shares (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed
by the Company’s Board of Directors, by statute, by contract or otherwise).


 


“Reference Property”
shall have the meaning specified in Section 8.07(a).


 


“Regular Record Date,”
with respect to any Interest Payment Date, shall mean the January 1 or July 1 (whether or not such day is a Business
Day) immediately preceding the applicable January 15 or July 15 Interest Payment Date, respectively.


 


“Scheduled Trading Day”
means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which
the Shares are listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled
Trading Day” means a Business Day.


 


“Shares” means
shares of the limited liability interests of the Company, at the date of the Indenture, subject to Section 8.07.


 


“Share Price”
shall have the meaning specified in Section 8.03(c).


 


“Spin-Off” shall
have the meaning specified in Section 8.04(c).


 






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“Trading Day”
means a day on which (i) trading in the Shares (or other security for which a closing sale price must be determined) generally
occurs on The New York Stock Exchange or, if the Shares (or such other security) are not then listed on The New York Stock Exchange,
on the principal other U.S. national or regional securities exchange on which the Shares (or such other security) are then listed
or, if the Shares (or such other security) are not then listed on a U.S. national or regional securities exchange, on the principal
other market on which the Shares (or such other security) are then traded and (ii) a Last Reported Sale Price for the Shares (or
such other security) are available on such securities exchange or market; provided that if the Shares (or such other security)
are not so listed or traded, “Trading Day” means a Business Day; and provided, further,
that for purposes of determining amounts due upon conversion only, “Trading Day” means a day on which
(x) there is no Market Disruption Event and (y) trading in the Shares generally occurs on The New York Stock Exchange or, if the
Shares are not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange
on which the Shares are then listed or, if the Shares are not then listed on a U.S. national or regional securities exchange, on
the principal other market on which the Shares are then listed or admitted for trading, except that if the Shares are not so listed
or admitted for trading, “Trading Day” means a Business Day.


 


“Underwriters”
means Barclays Capital Inc., J.P. Morgan Securities LLC, Macquarie Capital (USA) Inc., RBC Capital Markets LLC, SunTrust
Robinson Humphrey, Inc., Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporate.


 


“unit of Reference Property”
shall have the meaning specified in Section 8.07(a).


 


“Valuation Period”
shall have the meaning specified in Section 8.04(c).


 


Section 2.02         References
to Interest. Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in the Indenture
shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to
Section 6.02. Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall
not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.


 


ARTICLE
3

Issue, Description, Execution, Registration and Conversion of Notes


 


Section 3.01         Designation
and Amount. The Notes shall be designated as the “2.875% Convertible Senior Notes due 2019.” The aggregate principal
amount of Notes that may be authenticated and delivered under the Indenture is initially limited to $350,000,000, subject to Section
3.06 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other
Notes pursuant to Section 3.05, Section 3.06 and Section 9.06 of the Base Indenture and (as amended, if applicable, by) Section
3.04, Section 3.05 and Section 9.03 of this First Supplemental Indenture.


 


Section 3.02         Form
of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially
in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly
incorporated in and made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and
delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby.


 






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Any Global Note may be endorsed with or
have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of the Indenture
as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may
be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations
or restrictions to which any particular Notes are subject.


 


Any of the Notes may have such letters,
numbers or other marks of identification and such notations, legends or endorsements as the Officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture,
or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform
to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.


 


Each Global Note shall represent such principal
amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent 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 increased or reduced to reflect repurchases, cancellations, transfers or conversions permitted
hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions
given by the Holder of such Notes in accordance with the Indenture. Payment of principal of, and accrued and unpaid interest on,
the Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining
Holders eligible to receive payment is provided for herein.


 


Section 3.03         Date
and Denomination of Notes; Payments of Interest; Defaulted Interest. (a) The Notes
shall be issuable in registered form without coupons in minimum denominations of $2,000 principal amount and integral multiples
of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified
on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day
months.


 


(b)          The
Person in whose name any Note (or its Predecessor Note) is registered on the Security Register at the close of business on any
Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest
Payment Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the
Borough of Manhattan, The City of New York, which shall initially be the Corporate Trust Office. The Company shall pay interest
(i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $2.0 million or less, by
check mailed to the Holders of these Notes at their address as it appears in the Security Register and (B) to Holders holding Physical
Notes having an aggregate principal amount of more than $2.0 million, either by check mailed to such Holders or, upon application
by such Holder to the Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds
to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in
writing, the Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account
of the Depositary or its nominee.


 






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Section 3.04         Exchange
and Registration of Transfer of Notes; Depositary.


 


(a)          Notwithstanding
the provisions of Section 3.05 of the Base Indenture, None of the Company, the Trustee or the Registrar shall be required to exchange
Notes for other Notes or register a transfer of (i) any Notes surrendered for conversion in accordance with Article 8 for Shares,
or, if a portion of any Note is surrendered for conversion for Shares, such portion thereof surrendered for conversion in accordance
with Article 8 or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article
9.


 


(b)          So
long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall
be represented by one or more Global Notes (each, a “Global Note”) registered in the name of the Depositary or the
nominee of the Depositary. The transfer and exchange of beneficial interest in a Global Note that does not involve the issuance
of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture
(including the restrictions on transfer set forth herein) and the Applicable Procedures.


 


(c)          The
Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company
to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered
in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.
A Global Note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.


 


(d)          The
Company shall cause to be kept an office or agency where Notes may be presented for conversion in accordance with Article 8 of
this First Supplemental Indenture (the “Conversion Agent”). The Company initially appoints the Trustee as Conversion
Agent. The Company may have one or more additional Conversion Agents with respect to the Notes. If the Company fails to maintain
an Conversion Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Conversion Agent; provided
that neither the Company nor an Affiliate of the Company shall act as Conversion Agent in connection with the discharge of the
Indenture under Article 4 of the First Supplemental Indenture.


 


(e)          For
the avoidance of doubt, the penultimate paragraph of Section 3.05 of the Base Indenture shall not apply to the Notes.


 


Section 3.05         Mutilated,
Destroyed, Lost or Stolen Notes. Solely for purposes of the Notes, the third and
fourth paragraphs of Section 3.06 of the Base Indenture are hereby deleted in their entirety and replaced with the following:
“In case any Note that has matured or is about to mature or has been surrendered for required repurchase or is about to
be converted in accordance with Article 8 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole
discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the
same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment
or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity
as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with
such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if
applicable, any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Note
and of the ownership thereof. No service charge shall be imposed by the Company, the Trustee, the Registrar, any co-Registrar
or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to
cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the
Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed,
lost or stolen.”


 






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Section 3.06         Additional
Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding
Section 3.01, reopen the Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as
the Notes initially issued hereunder in an unlimited aggregate principal amount; provided that if any such additional Notes
are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have
a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company
Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover
such matters as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly
or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise,
whether by the Company or its Subsidiaries or through a private or public tender or conversion offer or through counterparties
to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased
(other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation
in accordance with Section 3.09 of the Base Indenture.


 


ARTICLE
4

Satisfaction and Discharge


 


Section 4.01         Applicability
of Article 4 and 13 of the Base Indenture. Sections 4.01 and 4.02 of the Base Indenture
shall not apply to the Notes. Instead, the satisfaction and discharge provisions set forth in this Article 4 shall, with respect
to the Notes, supersede in their entirety Sections 4.01 and 4.02 of the Base Indenture, and all references in the Base Indenture
to such Sections and satisfaction and discharge provisions therein, as the case may be, shall, with respect to the Notes, be deemed
to be references to this Article 4 and the satisfaction and discharge provisions set forth in this Article 4. Article XIII of
the Base Indenture shall not apply to the Notes.


 






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Section 4.02         Satisfaction
and Discharge. This First Supplemental Indenture and the Base Indenture with respect
to the Notes shall upon request of the Company contained in an Officers’ Certificate cease to be of further effect, and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture,
when (a) (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.06 of the Base Indenture and (y) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.03 of the Base Indenture) have been delivered to the Trustee for cancellation; or (ii)
the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable,
whether on the Maturity Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or Shares (solely to
satisfy the Company’s Conversion Obligation, if applicable), sufficient to pay all of the outstanding Notes and all other
sums due and payable under the Indenture by the Company; and (b) the Company has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge
of the Indenture have been complied with. Notwithstanding the satisfaction and discharge of this First Supplemental Indenture,
the obligations of the Company to the Trustee under Section 6.07 of the Base Indenture shall survive.


 


ARTICLE
5

Particular Covenants of the Company


 


Section 5.01         Payment
of Principal and Interest. (a) Section 10.01, 10.04, 10.06 and 10.07 of the Base
Indenture shall not apply to the Notes.


 


(b)          The
Company covenants and agrees that it will cause to be paid the principal of, and accrued and unpaid interest on, each of the Notes
at the places, at the respective times and in the manner provided herein and in the Notes.


 


Section 5.02         Consolidation
and Merger.


 


(a)          Sections
8.01 and 8.02 of the Base Indenture shall not apply to the Notes. The Company shall not, in a single transaction or a series of
related transactions, consolidate with or merge with or into any other person or sell, convey, transfer or lease its property and
assets substantially as an entirety to another person, unless:


 


(i)          either
(a) the Company is the continuing person or (b) the resulting, surviving or transferee person (if other than the Company) is an
entity organized and existing under the laws of the United States, any state thereof or the District of Columbia and such person
assumes, by a supplemental indenture in a form reasonably satisfactory to the Trustee, all of the Company’s obligations under
the Notes and the Indenture;


 


(ii)         immediately
after giving effect to such transaction, no Default or Event of Default has occurred and is continuing under the Indenture; and


 


(iii)        it
has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel if so requested by the Trustee.


 






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(b)          In
the event of any transaction described in and complying with the conditions listed in the immediately preceding paragraph in which
the Company is not the continuing person, the successor person formed or remaining shall succeed, and be substituted for, and may
exercise every right and power of, the Company, and, except in the case of a lease, the Company shall be discharged from its obligations
under the Notes and the Indenture.


 


Section 5.03         Reports
by the Company. (a) Section 7.04 of the Base Indenture shall not apply to the Notes.


 


(b)          The
Company shall deliver to the Trustee, within 15 days after filing with the Securities and Exchange Commission (the “Commission”),
copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing
as the Commission may by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act. Any such report, information or document that the Company files with the Commission through
the EDGAR system (or any successor thereto) will be deemed to be delivered to the Trustee for the purpose of this covenant at the
time of such filing through the EDGAR system (or any successor thereto), it being understood that the Trustee shall have no responsibility
to determine if such filings have been made.


 


(c)          Delivery
of the reports and documents described in subsection (b) to the Trustee or to any Holder is for informational purposes only, and
the Trustee’s or such Holder’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 its covenants
hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ Certificate).


 


Section 5.04         Statements
as to Defaults; Compliance with Indenture. The Company shall deliver to the Trustee,
on or before a date not more than 120 calendar days after the end of each fiscal year, a written statement as to compliance with
the Indenture, including whether or not any default has occurred. In addition, the Company shall deliver to the Trustee, as soon
as possible, and in any event within 30 days after the Company becomes aware of the occurrence of any Event of Default or Default,
an Officers’ Certificate setting forth the details of such Event of Default or Default, its status and the action that the
Company is taking or proposing to take in respect thereof.


 


ARTICLE
6

Defaults and Remedies


 


Section 6.01         Amendments
to Base Indenture Events of Default.


 


(a)          Sections
5.01, 5.02 and 5.13 of the Base Indenture shall not apply to the Notes. All references in the Base Indenture to 5.01(5) or 5.01(6)
and the provision therein, as the case maybe, shall with respect to the Notes, be deemed to be references to Section 6.01(a)(ix)
and 6.01(a)(x), respectively, of this Supplemental Indenture and the provisions set forth therein. The following events shall be
“Events of Default” with respect to the Notes:


 


(i)          the
Company fails to pay any interest on the Notes when due and such failure continues for a period of 30 calendar days;


 






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(ii)         the
Company fails to pay principal of the Notes when due at maturity, or the Company fails to pay the Fundamental Change Repurchase
Price payable in respect of any Notes when due;


 


(iii)        the
Company fails to deliver shares upon the conversion of any Notes and the default continues for five Business Days;


 


(iv)        the
Company fails to comply with Section 5.02;


 


(v)         the
Company fails to provide Notice of a Fundamental Change when due as required by Section 9.01;


 


(vi)        the
Company fails to perform or observe any other term, covenant or agreement in the Notes or the Indenture for a period of 60 calendar
days after written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding;


 


(vii)       a
failure to pay when due (whether at stated maturity or otherwise) or a default that results in the acceleration of maturity, of
any indebtedness for borrowed money of the Company or of Macquarie Infrastructure Company Inc. in an aggregate amount in excess
of $50,000,000 (or its foreign currency equivalent), in each case after giving effect to any applicable grace period, unless such
indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after written
notice of such failure is given to the Company by the Trustee or to the Company or the Trustee by the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding;


 


(viii)      a
final judgment for the payment in excess of $50,000,000 (or its foreign currency equivalent), excluding any amounts covered by
insurance, rendered against the Company or Macquarie Infrastructure Company Inc., which judgment is not discharged or stayed within
30 calendar days after (i) the date on which the right to appeal or petition for review thereof has expired if no such appeal or
review has commenced, or (ii) the date on which all rights to appeal or petition for review have been extinguished; or


 


(ix)         the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Significant
Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or
a Significant Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or any Significant Subsidiary under any applicable federal or state law,
or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any
Significant Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of
60 consecutive days;


 






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(x)          the
commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, of the consent by it to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary
in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar
law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing
of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or any Significant Subsidiary or of any substantial part of its property, or the making
by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally
as they become due, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action.


 


(b)          If
an Event of Default (other than an Event of Default specified in Sections 6.01(ix) or 6.01(x)) occurs and is continuing, then in
every such case the Trustee or the Holders of not less than 25% in principal amount of all the outstanding Notes may declare the
principal amount of the 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 shall become immediately due and payable. If an Event of Default
specified in Section 6.01(ix) or 6.01(x)) occurs, the principal amount of all the outstanding Notes shall automatically, and without
any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.


 


Section 6.02         Additional
Interest. Notwithstanding anything in the Indenture or in the Notes to the contrary,
to the extent the Company elects, the sole remedy for Event of Default relating to (i) the Company’s failure to file with
the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that the Company is required to
file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or (ii) the Company’s failure to comply with
its obligations as set forth in Section 5.03(b) shall for the 365 days after the occurrence of such an Event of Default consist
exclusively of the right to receive Additional Interest on the Notes at an annual rate equal to (i) 0.25% of the principal amount
of the Notes outstanding during the 185-day period following the Event of Default and (ii) 0.50% of the principal amount of the
Notes outstanding during the 180-day period beginning on the 186th day following the Event of Default. In the event the Company
does not elect to pay the Additional Interest upon an Event of Default in accordance with this paragraph, the Notes will be subject
to acceleration as provided above. The Additional Interest will accrue on all outstanding Notes from and including the date on
which an Event of Default relating to a failure to comply with the obligations in Section 5.03(b) first occurs to, and including,
the 365th day thereafter (or such earlier date on which the Event of Default relating to the reporting obligations shall have
been cured or waived). On the 366th day, if such Event of Default is continuing, such Additional Interest will cease to accrue
and the Notes will be subject to acceleration as provided above. The provisions of the Indenture described in this paragraph will
not affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default. In no event shall Additional
Interest accrue at a rate in excess of the applicable rate specified above, regardless of the number of events or circumstances
giving rise to requirements to pay such Additional Interest pursuant to this paragraph. In the event the Company does not elect
to pay Additional Interest following an Event of Default in accordance with this Section 6.02 or the Company elected to make such
payment but does not pay the Additional Interest when due, the Notes shall be subject to acceleration as provided in Section 6.01(b).


 






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In order to elect to pay Additional Interest
as the sole remedy during the first 365 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning
of such 365-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as
provided in Section 6.01(b).


 


Section 6.03         Waiver
of Past Defaults. The Holders of a majority in aggregate principal amount of the
Notes outstanding, may, by written notice to the Company and the Trustee, after a declaration of acceleration, but before a judgment
of decree for payment of the money due has been obtained by the Trustee, rescind and annual such declaration if:


 


(a)          The
Company has paid (or deposited with the Trustee a sum sufficient to pay) (i) all overdue interest on all Notes; (ii) the principal
amount of any Notes that have become due otherwise than by such declaration or acceleration; (iii) to the extent that payment of
such interest is lawful, interest upon overdue interest; and (iv) all sums paid or advanced by the Trustee under the Indenture
and reasonable compensation expenses, disbursements and advances of the Trustee, its agents and counsel, and


 


(b)          All
Events of Default, other than the non-payment of the principal amounts and any accrued and unpaid interest that have become due
solely by such declaration of acceleration, have been cured or waived.


 


Section 6.04         Notice
of Defaults.


 


(a)          Within
90 calendar days of becoming aware of the occurrence of any default, the Trustee shall give notice to Holders of the Notes notice
of all uncured defaults known to it. The Trustee may withhold notice to the Holder of the Notes of any default, except defaults
in payment of principal or interest on the Notes of defaults in the failure to deliver the consideration due upon conversion, if
the Trustee, in good faith, determines that the withholding of such notice in in the interet of the Holders.


 


ARTICLE
7

Supplemental Indentures


 


Section 7.01         Applicability
of Article IX of the Base Indenture. Article 9.01 and 9.02 of the Base Indenture
shall not apply to the notes. Instead the provision set forth in this Article 7 shall apply to the Notes and shall supersede in
its entirely Section 9.01 and 9.02 of the Base Indenture, and all references is the Base Indenture to 9.01 and 9.02 thereof and
the provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to Sections 7.02 and
7.03, as the case may be, and the provisions set forth in this Article 7.


 






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Section 7.02         Supplemental
Indentures Without Consent of Holders. Solely for purposes of the Notes, the Company
and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holder:


 


(a)          to
provide for conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental
Change in the event of any reclassification of the Company’s shares, merger or consolidation, or sale, conveyance, transfer
or lease of the Company’s property and assets substantially as an entity;


 


(b)          to
secure the Notes;


 


(c)          to
provide for the assumption of the Company’s obligations to the Holders of the Notes in the event of a merger or consolidation,
or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety;


 


(d)          to
surrender any right or power conferred upon the Company;


 


(e)          to
add to the Company’s covenants for the benefits of the Holders of the Notes;


 


(f)          to
cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in the Indenture; provided
that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect;
provided, further, that any amendment made solely to conform the provisions of the Indenture to the Description of the Notes contained
in the Prospectus Supplement will not be deemed to adversely affect the interests of the Holders of the Notes;


 


(g)          to
make any provision with respect to matters or questions arising under the Indenture that the Company may deem necessary or desirable
and that shall not be inconsistent with provisions of the Indenture; provided that such change or modification does not adversely
affect the interests of the Holders of the Notes in any material respect;


 


(h)          to
increase the conversion rate; provided, that the increase will not adversely affect the interests of the Holders of the Notes;


 


(i)          comply
with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture
Act


 


(j)          to
add guarantees of obligations under the Notes; and


 


(k)          provide
for a successor Trustee


 


Section 7.03         Supplemental
Indentures with Consent of Holders.  With the consent of the Holders of not less
than 50% in aggregate principal amount of the Notes then outstanding, the Company and the Trustee, may from time to time and at
any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the
rights of the Holders; provided, however, that without the consent of each Holder of an outstanding Note affected, no such supplemental
indenture shall:


 






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(a)          
extend the Maturity Date of any Notes;


 


(b)          
reduce the rate or extend the time for payment of interest of any Note;


 


(c)          reduce
the principal amount of any Notes;


 


(d)          reduce
any amount payable upon repurchase of any Note;


 


(e)          impair
the right of a Holder to receive payment with respect to any Notes or institute suit for payment of any Notes;


 


(f)          change
the currency in which any Notes is payable;


 


(g)          change
the Company’s obligation to repurchase any Notes upon a Fundamental Change in a manner adverse to Holders;


 


(h)          adversely
affect the right of any Holder to convert any Notes; or


 


(i)          modify
any of the provisions of this Section 7.03 or Section 6.03 hereof, except to increase any such percentage or to provide that certain
other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected
thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in
the references to “Trustee” and concomitant changes in this Section 7.03, or the deletion of this proviso, in accordance
with the requirements of 6.11 of the Base Indenture and Section 7.02(k) hereof.


 


It shall not be necessary for any Act of
Holders of Notes under this Section 7.03 to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.


 


ARTICLE
8

Conversion of Notes


 


Section 8.01         Conversion
Privilege. Subject to and upon compliance with the provisions of this Article 8,
each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be
converted is $2,000 principal amount or an integral multiple of $1,000 in excess thereof) of such Note at any time prior to the
close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion
rate of 11.7942 Shares (subject to adjustment as provided in this Article 8 the “Conversion Rate”) per $1,000
principal amount of Notes the “Conversion Obligation”).


 






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Section 8.02         Conversion
Procedure; Settlement Upon Conversion. (a) Subject to Sections 8.02, 8.03(b) and
8.07(a), upon conversion of the Notes, a Holder shall receive, on or prior to the third Trading Day following the Conversion Date
(except as provided below), a number of Shares equal to (i) (A) the aggregate principal amount of Notes to be converted, divided
by (B) $1,000, multiplied by (ii) the applicable Conversion Rate in effect on the Conversion Date; provided, however, that with
respect to any Conversion Date that occurs on or after the Regular Record Date for the final payment of interest on the Notes
(i.e., July 1, 2019), the Company shall deliver such Shares on the Maturity Date.


 


(c)          Subject
to Section 8.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in
the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal
to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 8.02(h) and
(ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set
forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office
of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with
addresses) in which such Holder wishes the certificate or certificates for any Shares to be delivered upon settlement of the Conversion
Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate
endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and
transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder
is not entitled as set forth in Section 8.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company
of any conversion pursuant to this Article 8 on the Conversion Date for such conversion. No Notice of Conversion with respect to
any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the
Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section
9.02.


 


If more than one Note shall be surrendered
for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis
of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.


 


(d)          A
Note shall be deemed to have been converted immediately prior to the close of business on the date that the Holder has complied
with the requirements set forth in subsection (b) above (the “Conversion Date”). The Company shall cause to
be issued and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a
book-entry transfer through the Depositary for the full number of Shares to which such Holder shall be entitled in satisfaction
of the Company’s Conversion Obligation.


 


(e)          In
case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver
to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the exchanging
Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental
charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued
upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion.


 






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(f)          The
Company shall pay any transfer or similar taxes due upon conversion other than any tax or duty that may be payable relating to
any transfer involved in the issuance or delivery of Shares, if any, due upon conversion in a name other than that of the converting
Holder, which such taxes shall be the obligation of the Holder. Certificates representing Shares shall be issued and delivered
only after all applicable transfer or similar taxes, if any, payable by the Holder have been paid in full.


 


(g)          Except
as provided in Section 8.04, no adjustment shall be made for dividends on any Shares delivered upon the conversion of any Note
as provided in this Article 8.


 


(h)          Upon
the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation
on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing
of any conversion of Notes effected through any Conversion Agent other than the Trustee.


 


(i)          Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below.
The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than
cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular
Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest
payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion
during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest
Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that
no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date;
(2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the
Business Day immediately following the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Interest, if
any Defaulted Interest exists at the time of conversion with respect to such Note.


 


(j)          The
Person in whose name the certificate for any Shares delivered upon conversion is registered shall be treated as a stockholder of
record as of the close of business on the Conversion Date. Upon a conversion of Notes, such Person shall no longer be a Holder
of such Notes surrendered for conversion.


 


(k)          Notwithstanding
the foregoing, the Company shall not deliver any fractional shares upon conversion and instead shall deliver cash in lieu of fractional
shares based on the Last Reported Sale Price of the Shares on the Conversion Date (or, if the Conversion Date is not a Trading
Day, the next following Trading Day).


 






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Section 8.03         Increased
Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes.
(a) If a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection
with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate
for the Notes so surrendered for conversion by a number of additional Shares (the “Additional Shares”), as
described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole
Fundamental Change if the Conversion Date occurs on or following the Effective Date of the Make-Whole Fundamental Change but before
the close of business on the second Scheduled Trading Day immediately preceding the related Fundamental Change Repurchase Date.


 


(b)          Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall pay or deliver, as the
case may be, the consideration due in respect of such converted Notes in accordance with Section 8.02 based on the Conversion Rate
as increased to reflect the Additional Shares pursuant to the table below; provided, however, that if, at the effective
time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property
following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective
Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Share Price for the
transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion
Rate (including any adjustment for Additional Shares), multiplied by such Share Price. In such event, the Conversion Obligation
shall be paid to Holders in cash on the third Business Day following the Conversion Date. The Company shall notify the Holders
of Notes of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no
later than five Business Days after such Effective Date.


 


(c)          The
number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”)
and the price (the “Share Price”) paid (or deemed to be paid) per share of the Shares in the Make-Whole Fundamental
Change. If the holders of the Shares receive in conversion for their Shares only cash in a Make-Whole Fundamental Change described
in clause (b) of the definition of Fundamental Change, the Share Price shall be the cash amount paid per Share. Otherwise, the
Share Price shall be the average of the Last Reported Sale Prices of the Shares over the five Trading Day period ending on, and
including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Company’s Board
of Directors shall make appropriate adjustments to the Share Price, in its good faith determination, to account for any adjustment
to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend
Date of the event occurs, during such five consecutive Trading Day period.


 


(d)          The
Share Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate
of the Notes is otherwise adjusted. The adjusted Share Prices shall equal the Share Prices applicable immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment
giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional
Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth
in Section 8.04.


 






    	20



    	 



    

 


(e)          The
following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to this
Section 8.03 for each Share Price and Effective Date set forth below:


 


	Effective
    Date	 	$	66.50	 	 	$	70.00	 	 	$	75.00	 	 	$	80.00	 	 	$	84.79	 	 	$	90.00	 	 	$	95.00	 	 	$	100.00	 	 	$	105.00	 	 	$	110.00	 	 	$	115.00	 	 	$	120.00	 	 	$	125.00	 
	July 15, 2014	 	 	3.2433	 	 	 	2.6834	 	 	 	2.0339	 	 	 	1.5196	 	 	 	1.1296	 	 	 	0.7980	 	 	 	0.5536	 	 	 	0.3675	 	 	 	0.2290	 	 	 	0.1280	 	 	 	0.0584	 	 	 	0.0173	 	 	 	0.0000	 
	July 15, 2015	 	 	3.2433	 	 	 	2.5287	 	 	 	1.8852	 	 	 	1.3802	 	 	 	1.0024	 	 	 	0.6859	 	 	 	0.4575	 	 	 	0.2880	 	 	 	0.1653	 	 	 	0.0806	 	 	 	0.0287	 	 	 	0.0061	 	 	 	0.0000	 
	July 15, 2016	 	 	3.2433	 	 	 	2.4156	 	 	 	1.7650	 	 	 	1.2601	 	 	 	0.8880	 	 	 	0.5830	 	 	 	0.3686	 	 	 	0.2146	 	 	 	0.1083	 	 	 	0.0417	 	 	 	0.0100	 	 	 	0.0007	 	 	 	0.0000	 
	July 15, 2017	 	 	3.2433	 	 	 	2.3673	 	 	 	1.6846	 	 	 	1.1615	 	 	 	0.7841	 	 	 	0.4839	 	 	 	0.2815	 	 	 	0.1437	 	 	 	0.0574	 	 	 	0.0147	 	 	 	0.0014	 	 	 	0.0000	 	 	 	0.0000	 
	July 15, 2018	 	 	3.2433	 	 	 	2.3566	 	 	 	1.5973	 	 	 	1.0242	 	 	 	0.6266	 	 	 	0.3309	 	 	 	0.1513	 	 	 	0.0507	 	 	 	0.0097	 	 	 	0.0003	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	July 15, 2019	 	 	3.2433	 	 	 	2.4915	 	 	 	1.5391	 	 	 	0.7058	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


The exact Share Prices and Effective Dates
may not be set forth in the table above, in which case:


 


(i)          if
the Share Price is between two Share Prices in the table above or the Effective Date is between two Effective Dates in the table,
the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set
forth for the higher and lower Share Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year;


 


(ii)         if
the Share Price is greater than $125.00 per share (subject to adjustment in the same manner as the Share Prices set forth in the
column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate;
and


 


(iii)        if
the Share Price is less than $66.50 per share (subject to adjustment in the same manner as the Share Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event shall the Conversion
Rate per $1,000 principal amount of Notes exceed 15.0375, subject to adjustment in the same manner as the Conversion Rate pursuant
to Section 8.04.


 


(f)          Nothing
in this Section 8.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 8.04 in respect of a Make-Whole Fundamental
Change.


 


Section 8.04         Adjustment
of Conversion Rate. The Conversion Rate shall be adjusted from time to time by
the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate
if Holders of the Notes participate (other than in the case of a share split or share combination), at the same time and upon
the same terms as holders of the Shares and solely as a result of holding the Notes, in any of the transactions described in this
Section 8.04, without having to convert their Notes, as if they held a number of Shares equal to the Conversion Rate, multiplied
by the principal amount (expressed in thousands) of Notes held by such Holder.


 






    	21



    	 



    

 


(a)          If
the Company issues Shares as a dividend or distribution on Shares, or if the Company effects a share split or share combination,
the Conversion Rate will be adjusted based on the following formula:


 


	 	CR 1 = CR 0  ×	 OS 1

_______

OS 0	 


 


where,


 


	CR 1 =	the Conversion Rate in effect immediately prior to the open of business on the Record Date for such dividend or distribution or the effective date of such share split or combination, as the case may be;


 


	CR 0 =	the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Record Date for such dividend or distribution or the effective date of such share split or combination, as the case may be;


 


	OS 0 =	the number of Shares outstanding at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Record Date for such dividend or distribution or the effective date of such share split or combination;


 


	OS 1 =	the number of Shares that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be.


 


Any adjustment made under this Section 8.04(a) shall become
effective immediately after the open of business on the Record Date for such dividend or distribution, or immediately after the
open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution
of the type described in this Section 8.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted,
effective as of the date that the Company’s Board of Directors determines not to pay such dividend or distribution, to the
Conversion Rate that would then be in effect if such dividend or distribution had not been declared.


 


(b)          If
the Company distributes to all or substantially all holders of its Shares any rights, options or warrants entitling them to purchase,
for a period of 45 calendar days or less from the declaration date for such distribution, Shares at a price per share less than
the average closing sale price of the Shares for the ten consecutive Trading Days immediately preceding, but excluding, the declaration
date for such distribution, the Conversion Rate will be increased based on the following formula:


 


	 	CR 1 = CR0  ×	OS 0 + X

__________

OS 0 + Y	 


 






    	22



    	 



    

 


where,


 


	CR 1 =	Conversion Rate in effect immediately prior to the open of business on the Record Date for such distribution;


 


	CR 0 =	the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Record Date for such distribution;


 


	OS 0 =	the number of Shares outstanding at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Record Date for such distribution;


 


	X =	the total number of Shares issuable pursuant to such rights or warrants; and


 


	Y =	the number of Shares equal to the aggregate price payable to exercise such rights or warrants, divided by the average of the closing prices of the Shares over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Record Date for such distribution.


 


Any increase made under this Section 8.04(b) will be made successively
whenever any such rights, options or warrants are distributed and shall become effective immediately after the open of business
on the Ex-dividend Date for such distribution. To the extent that Shares are not delivered after the expiration of such rights,
options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase
with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of Shares
actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion
Rate that would then be in effect if such Ex-dividend Date for such distribution had not occurred.


 


For the purpose of this Section 8.04(b), in
determining whether any rights, options or warrants entitle the Holders to purchase Shares at a price per share less than such
average closing sale price for the 10 consecutive Trading Days immediately preceding, but excluding, the declaration date for such
distribution, and in determining the aggregate offering price of such Shares, there shall be taken into account any consideration
received by the Company for such rights, options or warrants and any amount payable upon exercise or conversion thereof, the value
of such consideration, if other than cash, to be determined by the Company’s Board of Directors.


 


(c)          (i)
If the Company distributes Shares, evidences of its indebtedness or other of the Company’s securities, assets or property
to all or substantially all holders of its Shares, excluding (1) dividends, distributions or issuances as to which an adjustment
was effected pursuant to Section 8.04(a) or Section 8.04(b), (2) the initial distribution of rights issued pursuant to a shareholders
rights plan; provided that such rights plan provides for the issuance of such rights with respect to the Shares issued upon conversion
of the Notes; (3) dividends or distributions paid exclusively in cash, and (4) Spin-Offs as to which the provisions set forth below
in Section 8.04(c)(ii) shall apply (any of such shares evidences of indebtedness, other assets or property, the “Distributed
Property”), then the Conversion Rate shall be increased based on the following formula:


 






    	23



    	 



    

 


	 	CR 1 = CR 0  ×	SP 0

___________

SP 0 – FMV	 


 


where,


 


	CR 1 =	Conversion Rate in effect immediately prior to the open of business on the Record Date for such distribution;


 


	CR 0 =	the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Record Date for such distribution;


 


	SP 0 =	the average of the closing prices of the Shares over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Record Date for such distribution; and


 


	FMV =	the fair market value (as determined by the Company’s Board of Directors) of the shares of capital stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share as of the open of business on the Record Date for such distribution.


 


Any increase made under this Section 8.04(c)(i) will become
effective immediately after the open of business on the Ex-dividend Date for such distribution. If such distribution is not so
paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution
had not been declared.


 


Notwithstanding the foregoing, if “FMV” (as defined
above) is equal to or greater than “SP 0 ” (as defined above), or if the difference between “SP 0
” and “FMV” is less than $1.00, in lieu of the foregoing increase, each Holder of a Note shall receive, in respect
of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Shares without
having to convert its Notes, the amount and kind of the Company’s capital stock, evidences of the Company’s indebtedness
or other of its securities, assets or property that such Holder would have received as if such Holder owned a number of Shares
equal to the Conversion Rate in effect on the Ex-dividend Date for the distribution.


 


(ii) With respect to an adjustment pursuant
to this Section 8.04(c) where there has been a payment of a dividend or other distribution on the shares of LLC interests of any
class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that will be,
upon distribution, listed or admitted for trading on a U.S. national or regional securities exchange (a “Spin-Off”),
the Conversion Rate shall be increased based on the following formula:


 


	 	CR 1 = CR 0  ×	
        FMV
        + MP 0

        __________

        MP 0
	 


 






    	24



    	 



    

 


where,


 


	CR 1 =	Conversion Rate in effect immediately prior to the open of business on the Record Date for the spin-off;


 


	CR 0 =	the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Record Date for the spin-off;


 


	FMV =	the average of the closing prices of the LLC interests or similar equity interest distributed to holders of Shares applicable to one share over the first 10 consecutive Trading Day period immediately following, and including, the third Trading Day after the Record Date for such spin-off (such period, the “Valuation Period”); and


 


	MP 0 =	the average of the closing prices of Shares over the Valuation Period.


 


Any adjustment to the Conversion Rate under this Section 8.04(c)(ii)
will be made immediately after the open of business on the day after the last day of the Valuation Period, but shall be given effect
as of the open of business on the Record Date for the Spin-Off. Because the Company makes the adjustment to the Conversion Rate
at the end of the Valuation Period with retroactive effect, the Company shall delay the settlement of any Notes where the final
day of the related observation period occurs during the Valuation Period. In such event, the Company shall pay the principal portion
and deliver Shares, if any, and any cash in lieu thereof (based on the adjusted Conversion Rate as described above) on the third
business day immediately following the last day of the Valuation Period.


 


(d)          If
any cash dividend or distribution in cash is made to all or substantially all holders of the Shares, the Conversion Rate shall
be adjusted based on the following formula:


 


	 	
        CR 1  = CR
0  ×
	SP 0  - DTA

____________

SP 0  - C	 


 


where,


 


	CR 1 =	Conversion Rate in effect immediately prior to the open of business on the Record Date for such dividend or distribution;


 


	CR 0 =	the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Record Date for such distribution;


 


	SP 0 =	the Last Reported Sale Prices of the Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-dividend date for such distribution;


 


	DTA =	the dividend threshold amount, which shall equal $0.95 per share in any quarter; and


 


	C =	the amount in cash per share distributed to holders of Shares.


 


The dividend threshold amount is subject to adjustment on an
inversely proportional basis whenever the Conversion Rate is adjusted. If an adjustment is required to be made as set forth in
this Section 8.04(d) as a result of a distribution that is not a regular quarterly dividend, the dividend threshold amount will
be deemed to be zero.


 






    	25



    	 



    

 


(e)          If
the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Shares, to the extent
that the cash and value of any other consideration included in the payment per Share exceeds the closing price of the Shares on
the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer,
the Conversion Rate will be increased based on the following formula:


 


	 	
        CR 1  = CR
0  × 
 	
        AC + (SP 1  × OS
        1 )

        _________________

        OS 0  × SP 1
	 


 


where,


 


	CR 1 =	the Conversion Rate in effect at 5:00 p.m. on the day such tender offer or exchange offer expires;


 


	CR 0 =	the Conversion Rate in effect immediately prior to the open of business on the Trading Day next succeeding the date such tender offer or exchange offer expires;


 


	AC =	the aggregate value of all cash and any other consideration (as determined by The Company’s Board of Directors) paid or payable for Shares purchased in such tender or exchange offer;


 


	SP 1 =	the average of the closing prices of Shares over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires (the “Averaging Period”);


 


	OS 1 =	the number of Shares outstanding immediately after the close of business on the date such tender or exchange offer expires (after giving effect to such tender offer or exchange offer); and


 


	OS 0 =	the number of Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to such tender offer or exchange offer).


 


Any adjustment to the Conversion Rate under this Section 8.04(e)
will be made immediately prior to the open of business on the day following the last day of the Averaging Period, but will be given
effect as of the open of business on the Trading Day next succeeding the date such tender offer or exchange offer expires. Because
the Company shall make the adjustment to the Conversion Rate at the end of the Averaging Period with retroactive effect, the Company
shall delay the settlement of any Notes where the final day of the related observation period occurs during the Averaging Period.
In such event, the Company shall pay the principal portion and deliver Shares, if any, and any cash in lieu thereof (based on the
adjusted Conversion Rate as described above) on the third business day immediately following the last day of the Averaging Period.


 






    	26



    	 



    

 


(f)          The
Company shall not make any adjustments to the Conversion Rate to any Holder that participates (other than in the case of a share
split or share combination), without having to convert such Holder’s Notes, at the same time and upon the same terms as holders
of our Shares and as a result of holding the Notes, in any of the transactions described in Sections 8.03 or 8.04 if such Holder
held a number of Shares equal to the applicable Conversion Rate, multiplied by the principal amount (expressed in thousands)
of Notes held by such Holder.


 


(g)          Except
as stated herein, the Company shall not adjust the Conversion Rate for the issuance of Shares or any securities convertible into
or exchangeable for Shares or carrying the right to purchase Shares or such convertible or exchangeable securities.


 


(h)          In
addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 8.04, and to the extent permitted
by applicable law and subject to the applicable rules of The New York Stock Exchange, the Company from time to time may increase
the Conversion Rate by any amount for a period of at least 20 Business Days if the Company’s Board of Directors determines
that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject
to the applicable rules of The New York Stock Exchange, the Company may (but is not required to) increase the Conversion Rate to
avoid or diminish any income tax to holders of Shares or rights to purchase Shares in connection with a dividend or distribution
of shares (or rights to acquire shares) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding
two sentences, the Company shall mail to the Holder of each Note at its last address appearing on the Security Register a notice
of the increase at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.


 


(i)          Notwithstanding
anything to the contrary in this Article 9, the Conversion Rate shall not be adjusted:


 


(i)          On
account of any stock repurchases that are not tender offers referred to in Section 9.04(e), including structured or derivative
transactions or transactions pursuant to a share repurchase program approved by the Company’s Board of Directors or otherwise.


 


(ii)         upon
the issuance of any Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable
on the securities of the Company and the investment of additional optional amounts in Shares under any plan;


 


(iii)        upon
the issuance of any Shares or options or rights to purchase those shares pursuant to any present or future employee, director or
consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;


 


(iv)        upon
the issuance of any Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described
in clause (iii) of this subsection and outstanding as of the date the Notes were first issued;


 


(v)         solely
for a change in the par value of the Shares;


 






    	27



    	 



    

 


(vi)        for
accrued and unpaid interest, if any; or


 


(vii)       for
an event otherwise requiring an adjustment as set forth in this Section 8.04, if such event is not consummated.


 


(viii)      All
calculations and other determinations under this Article 10 shall be made by the Company (or by the Board of Directors of the Company,
if so specified) and shall be made to the nearest one-ten thousandth (1/10,000) of a share.


 


(j)          Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent
if not the Trustee) an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received
such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and
may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect.


 


(k)          For
purposes of this Section 8.04, the number of Shares at any time outstanding shall not include shares held in the treasury of the
Company so long as the Company does not pay any dividend or make any distribution on Shares held in its treasury, but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of Shares. In addition, in the event of any adjustments
to the Conversion Rate as set forth in this Section 8.04, the Company shall issue a press release through Business Wire containing
the relevant information and make such information available on its website or through another public medium as it may use at that
time.


 


(l)          Notwithstanding
the foregoing, the Company not be required to make an adjustment in the Conversion Rate unless the adjustment would require a change
of at least 1% in the Conversion Rate. The Company shall carry forward any adjustment that is less than 1% of the Conversion Rate,
take such carried-forward adjustments into account in any subsequent adjustment, and make such carried forward adjustments, regardless
of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of the first date of issue of the Notes and
otherwise (b) at least 10 Business Days prior to the Maturity Date or any repurchase date, unless such adjustment has already been
made.


 


(m)          If
a taxable distribution to holders of our Shares or other transactions occur that result in any adjustment of the Conversion Rate
(including an adjustment at our option) you may, in certain circumstances, be deemed to have received a distribution subject to
US income tax as a dividend. In certain other circumstances, the absence of an adjustment may result in a taxable dividend to the
holder of our Shares.


 


Section 8.05         Adjustments
of Prices. Whenever any provision of the Indenture requires the Company to calculate
the closing sales prices or Last Reported Sale Prices over, or based on, a span of multiple days (including a conversion period,
or valuation period or averaging period), the Company shall make appropriate adjustments to each to account for any adjustment
to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend
Date of the event occurs, at any time during the period when the closing sale prices or Last Reported Sale Prices are to be calculated.


 






    	28



    	 



    

 


Section 8.06         Reservation
of Shares. The Company shall provide, free from preemptive rights, out of the Company’s
authorized but unissued shares or shares held in treasury, a number of Shares equal to the Conversion Rate multiplied by
the aggregate principal amount of Notes presented for conversion (expressed in thousands and assuming that at the time of computation
of such number of shares, all such Notes would be converted by a single Holder).


 


Section 8.07         Effect
of Recapitalizations, Reclassifications and Changes of the Shares.


 


(a)          In
the case of:


 


(i)          any
recapitalization, reclassification or change of the Shares (other than changes resulting from a subdivision or combination),


 


(ii)         any
consolidation, merger or combination involving the Company,


 


(iii)        any
sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as
an entirety or


 


(iv)        any
statutory share conversion,


 


in each case, as a result of which the Shares would be converted
into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such
event, a “Merger Event”), then, at and after the effective time of such Merger Event, the Company shall exe
cute with the Trustee a supplemental indenture permitted under Section 7.02(c) providing that the right to convert each $1,000
principal amount of Notes shall be changed into a right to convert such principal amount of Notes for the kind and amount of shares
of stock, other securities or other property or assets (including cash or any combination thereof) that a Holder of a number of
Shares equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference
Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property
that a Holder of one Share is entitled to receive) upon such Merger Event provided, however, that at and after the
effective time of the Merger Event the Conversion Obligation shall be calculated and settlement in accordance with Section 8.02
shall apply such that (A) the number of Shares, if any, otherwise deliverable upon conversion of the Notes in accordance with Section
8.02 shall instead be deliverable in the amount and type of Reference Property that a Holder of that number of Shares would have
received in such Merger Event and (B) the last reported sale price shall be calculated based on the value of a unit of Reference
Property.


 


If the Merger Event causes the Shares to
be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon
any form of stockholder election), then (i) the Reference Property for which the Notes will be convertible shall be deemed to be
the weighted average of the types and amounts of consideration received by the holders of Shares that affirmatively make such an
election, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration
referred to in clause (i) attributable to one share of Shares.


 






    	29



    	 



    

 


If the holders of Shares receive only cash
in such Merger Event, then for all conversions that occur after the effective date of such Merger Event (x) the consideration due
upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect
on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 8.03), multiplied by the price
paid per share of Shares in such Merger Event and (y) the Company shall satisfy the Conversion Obligation by paying cash to converting
Holders on the third Business Day immediately following the Conversion Date. The Company shall notify Holders, the Trustee and
the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made.


 


Such supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as is possible to the adjustments provided for in this Article 8. If, in the case of any Merger Event, the Reference Property includes
shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the
successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed
by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company’s
Board of Directors shall reasonably consider necessary by reason of the foregoing.


 


(b)          In
the event the Company shall execute a supplemental indenture pursuant to subsection (a) of this Section 8.07, the Company shall
promptly deliver to the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash,
securities or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to
be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof
to all Holders.


 


(c)          The
Company shall not become a party to any Merger Event unless its terms are consistent with this Section 8.07. None of the foregoing
provisions shall affect the right of a Holder of Notes to convert its Notes into Shares, if any, as set forth in Section 8.01 and
Section 8.02 prior to the effective date of such Merger Event.


 


(d)          The
above provisions of this Section shall similarly apply to successive Merger Events.


 


Section 8.08         Certain
Covenants. (a) The Company covenants that all Shares delivered upon conversion
of Notes will be fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue and delivery
thereof.


 


(b)          The
Company further covenants that if at any time the Shares shall be listed on any national or regional securities exchange or automated
quotation system the Company will cause the Company to list and keep listed, so long as the Shares shall be so listed on such exchange
or automated quotation system, any Shares deliverable upon conversion of the Notes.


 






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Section 8.09         Responsibility
of Trustee. The Trustee and any other Conversion Agent shall not at any time be
under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts
exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent
or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect
to the validity or value (or the kind or amount) of any Shares, or of any securities, property or cash that may at any time be
issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with
respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or
of the Company to transfer or deliver any Shares or stock certificates or other securities or property or cash upon the surrender
of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained
in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under
any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant
to Section 8.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable
by Holders upon the conversion of their Notes after any event referred to in such Section 8.07 or to any adjustment to be made
with respect thereto, but, subject to the provisions of Section 6.03 of the Base Indenture, may accept (without any independent
investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’
Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture)
with respect thereto.


 


Section 8.10         Shareholder
Rights Plans. To the extent that the Company has a rights plan in effect upon conversion
of the Notes, each share of Shares, if any, issued upon such conversion shall be entitled to receive the appropriate number of
rights, if any, and the certificates representing the Shares issued upon such conversion shall bear such legends, if any, in each
case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However,
if, prior to any conversion, the rights have separated from the Shares in accordance with the provisions of the applicable shareholder
rights plan so that the Holders would not be entitled to receive any rights in respect of Shares, if any, issuable upon conversion
of the Notes, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially
all holders of the Shares Distributed Property as provided in Section 8.04(c), subject to readjustment in the event of the expiration,
termination or redemption of such rights.


 


ARTICLE
9

Repurchase of Notes at Option of Holders


 


Section 9.01         Repurchase
at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs
at any time prior to the Maturity Date, each Holder of Notes shall have the right, at such Holder’s option, to require the
Company to repurchase for cash all of such Holder’s Notes, or any portion thereof that is equal to $2,000 or an integral
multiple of $1,000 in excess thereof, on the date (the “Fundamental Change Repurchase Date”) specified by the
Company that is not less than 20 Business Days nor more than 35 Business Days following the date of the Fundamental Change Company
Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to,
but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the
Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such
Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders
of Notes of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal
amount of Notes to be repurchased pursuant to this Article 9.


 






    	31



    	 



    

 


(b)          Repurchases
of Notes under this Section 9.01 shall be made, at the option of the Holder thereof, upon:


 


(i)          delivery
to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the
form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance
with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case
on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and


 


(ii)         delivery
of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase
Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry
transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery
being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.


 


The Fundamental Change Repurchase Notice
in respect of any Notes to be repurchased shall state:


 


(i)          in
the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;


 


(ii)         the
portion of the principal amount of Notes to be repurchased, which must be $2,000 or an integral multiples of $1,000 in excess thereof;
and


 


(iii)        that
the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture;


 


provided, however, that if the Notes are Global
Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.


 


Notwithstanding anything herein to the contrary,
any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 9.01 shall have
the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business
on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal
to the Paying Agent in accordance with Section 9.02.


 






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The Paying Agent shall promptly notify the
Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.


 


(c)          On
or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to
all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice
(the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change
and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice
shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable
procedures of the Depositary. Each Fundamental Change Company Notice shall specify:


 


(i)          the
events causing the Fundamental Change;


 


(ii)         the
date of the Fundamental Change;


 


(iii)        the
last date on which a Holder may exercise the repurchase right pursuant to this Article 9;


 


(iv)        the
Fundamental Change Repurchase Price;


 


(v)         the
Fundamental Change Repurchase Date;


 


(vi)        the
name and address of the Paying Agent and the Conversion Agent, if applicable;


 


(vii)       if
applicable, the Conversion Rate and any adjustments to the Conversion Rate;


 


(viii)      that
the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if
the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture;


 


(ix)         the
procedures that Holders must follow to require the Company to repurchase their Notes.


 


No failure of the Company to give the foregoing
notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the
repurchase of the Notes pursuant to this Section 9.01.


 


At the Company’s request, the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in
all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.


 






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(d)          Notwithstanding
the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if
the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Fundamental
Change Repurchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental
Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any
Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default
by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry
transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such
return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have
been withdrawn.


 


Section 9.02         Withdrawal
of Fundamental Change Repurchase Notice. (a) A Fundamental Change Repurchase Notice
may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Corporate Trust Office of the
Paying Agent in accordance with this Section 9.02 at any time prior to the close of business on the Business Day immediately preceding
the Fundamental Change Repurchase Date, specifying: 


 


(i)          
the principal amount of the Notes with respect to which such notice of withdrawal is being submitted,


 


(ii)         if
Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted,
and


 


(iii)        the
principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion
must be in principal amounts of $2,000 or an integral multiple of $1,000 in excess thereof;


 


provided, however, that if the Notes are Global
Notes, the notice must comply with appropriate procedures of the Depositary.


 


Section 9.03         Deposit
of Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee
(or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and
hold in trust as provided in Section 10.03 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental
Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental
Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company),
payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately
preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided
the Holder has satisfied the conditions in Section 9.01) and (ii) the time of book-entry transfer or the delivery of such
Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 9.01
by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register;
provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds
to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the
Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.


 






    	34



    	 



    

 


(b)          If
by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the
Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental
Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and not validly withdrawn,
(i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer
of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, as the case may be) and (iii) all other
rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price upon
delivery or transfer of such Notes).


 


(c)          Upon
surrender of a Note that is to be repurchased in part pursuant to Section 9.01, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased
portion of the Note surrendered.


 


Section 9.04         Covenant
to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any
repurchase offer, the Company will, if required:


 


(a)          comply
with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may be applicable at
the time of the offer to repurchase the Notes;


 


(b)          file
a Schedule TO or any successor or similar schedule to the extent required under the Exchange Act; and


 


(c)          otherwise
comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes;


 


in each case, so as to permit the rights and obligations under
this Article 9 to be exercised in the time and in the manner specified in this Article 9.


 


ARTICLE
10

No Redemption and No Sinking Fund


 


Section 10.01         No
Redemption; No Sinking Fund. Articles 11 and 12 of the Base Indenture shall not
apply to the Notes. The Notes shall not be redeemable by the Company prior to the Maturity Date, and no sinking fund is provided
for the Notes.


 


ARTICLE
11

Miscellaneous Provisions


 


Section 11.01         Trust
Indenture Act of 1939. This First Supplemental Indenture shall incorporate and
be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under
the Trust Indenture Act.


 


Section 11.02         Governing
Law. The laws of the State of New York shall govern this First Supplemental Indenture
and the Notes.


 






    	35



    	 



    

 


Section 11.03         Duplicate
Originals. The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.


 


Section 11.04         Separability.
In case any provision in this First Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 11.05         Ratification.
The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed.
The Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument. All
provisions included in this First Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless
not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this First Supplemental
Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this First Supplemental
Indenture.


 


Section 11.06         Effectiveness.
The provisions of this First Supplemental Indenture shall become effective as of the date hereof.


 


Section 11.07         Successors.
All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this First Supplemental Indenture shall bind its successors.


 


Section 11.08         Trustee’s
Disclaimer. The recitals contained herein shall be taken as the statements of the
Company and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this First Supplemental Indenture, the Notes or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Company.


 


Section 11.09         No
Security Interest Created. Nothing in this First Supplemental Indenture or in the
Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect, in any jurisdiction.


 


Section 11.10         Calculations.
Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes.
These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Shares, accrued interest
payable on the Notes and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent
manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule
of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled
to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will
forward the Company’s calculations to any Holder of Notes upon the written request of that Holder at the sole cost and expense
of the Company.


 


[Remainder of page intentionally left
blank]


 




    	36



    	 



    

 


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


 


	 	MACQUARIE INFRASTRUCTURE COMPANY LLC,
	 	as the Company
	 	 	 
	 	By:	/s/ Todd Weintraub
	 	 	Name: Todd Weintraub
	 	 	Title: Chief Financial Officer
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	/s/ Raymond Delli Colli
	 	 	Name: Raymond Delli Colli
	 	 	Title: Vice President


 




    	 



    	 



    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


[THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED
IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT
IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.]


 




    	A-1



    	 



    

 


Macquarie Infrastructure Company LLC


 


2.875% Convertible Senior Note due 2019


 


	No. [_____]	[Initially]1 $[__________]


 


CUSIP No. [55608B AA3]


 


MACQUARIE INFRASTRUCTURE COMPANY LLC, a
limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Company,”
which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value
received hereby promises to pay to [CEDE & CO.]2
[_______________]3, or registered assigns, the principal
sum [as set forth in the “Schedule of Increases and Decreases of Convertible Notes” attached hereto]4
[of $[__________]]5, which amount, taken together with
the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $[350,000,000] in aggregate
at any time, in accordance with the rules and procedures of the Depositary, on July 15, 2019, and interest thereon as set forth
below.


 


This Note shall bear interest at the rate
of 2.875% per year from July 15, 2014, or from the most recent date to which interest had been paid or provided for to, but excluding,
the next scheduled Interest Payment Date until July 15, 2019. Interest is payable semi-annually in arrears on each January 15 and
July 15, commencing on January 15, 2015, to Holders of record at the close of business on the preceding January 1 and July 1 (whether
or not such day is a Business Day), respectively. Accrued interest on the Notes shall be computed on the basis of a 360-day year
composed of twelve 30-day months. If a payment date is not a Business Day, payment will be made on the next succeeding Business
Day, and no additional interest will accrue thereon. Additional Interest will be payable as set forth in Section 6.02 of the within-mentioned
First Supplemental Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional
Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 6.02, and any express mention
of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those
provisions thereof where such express mention is not made.


 


Any overdue principal or defaulted interest
shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from,
and including, the relevant payment date to, but excluding, the date on which such defaulted interest shall have been paid by the
Company in accordance with Section 3.07 of the Base Indenture.


 


The Company shall pay the principal of and
interest on this Note, so long as such Note is a Global Note, in immediately available funds to the Depositary or its nominee,
as the case may be, as the registered Holder of such Note. The Company shall pay the principal of any Notes (other than Notes that
are Global Notes) as provided in the Indenture. The Company has initially designated the Trustee as its Paying Agent and Registrar
in respect of the Notes and its agency in the Borough of Manhattan, The City of New York, as a place where Notes may be presented
for registration of transfer.


 


 

























































1
Include if a Global Note.


2
Include if a Global Note.


3
Include if a definitive Registered Security.


4
Include if a Global Note.


5
Include if a definitive Registered Security.



 






    	A-2



    	 



    

 


Reference is made to the further provisions
of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right
to convert this Note into Shares (and cash in lieu of fractional shares) on the terms and subject to the limitations set forth
in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.


 


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


 


In the case of any conflict between this
Note and the Indenture, the provisions of the Indenture shall control and govern.


 


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


 


[Remainder of page intentionally left
blank]


 




    	A-3



    	 



    

 


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


 


	 	MACQUARIE INFRASTRUCTURE COMPANY LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ATTEST:
	 	 
	 	MACQUARIE INFRASTRUCTURE COMPANY LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes of the series designated
therein referred to in the within-mentioned Indenture.


 


Dated: [●], 2014


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	as the Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	A-4



    	 



    

 


[FORM OF REVERSE OF NOTE]


 


Macquarie Infrastructure Company LLC

2.875% Convertible Senior Note due 2019


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 2.875% Convertible Senior Notes due 2019 (the “Notes”), limited to
the aggregate principal amount of $350,000,000 all issued or to be issued under and pursuant to a First Supplemental Indenture
dated as of July 15, 2014 (the “First Supplemental Indenture”), between the Company and Wells Fargo Bank, National
Association (the “Trustee”), which amends and supplements the Senior Indenture dated as of July 15 between the
Company and the Trustee (the “Base Indenture” and, as amended and supplemented by the First Supplemental Indenture
and from time to time with respect to the Notes, the “Indenture”). Reference is hereby made to the Indenture
for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company
and the Holders of the Notes.


 


In case an Event of Default, as defined
in the Indenture, shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either
the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.


 


Subject to the terms and conditions of the
Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price and the principal
amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments
in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender
for payment of public and private debts.


 


The Company may, without the consent of
the Holders, reopen the Indenture and issue additional Notes with the same terms and with the same CUSIP number as the Notes initially
issued thereunder in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible
with the Notes initially issued thereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP
number.


 


The Indenture contains provisions permitting
the Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances,
with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding,
evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as
described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of 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 under the Indenture and its consequences.


 






    	A-5



    	 



    

 


No reference herein to the Indenture and
no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay or deliver, as the case may be, the principal of, accrued and unpaid interest on, and the consideration due upon conversion
of, this Note at the place, at the respective times, at the rate and in the lawful money herein prescribed.


 


The Notes are issuable in 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 Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture,
Notes may be converted for a like aggregate principal amount of Notes of other authorized denominations, without payment of any
service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax
that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion
of Notes being different from the name of the Holder of the old Notes surrendered for such conversion.


 


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


 


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


 


Upon the occurrence of a Fundamental Change,
the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s
Notes or any portion thereof (in principal amounts of $2,000 or integral multiples of $1,000 in excess thereof) on the Fundamental
Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.


 


Subject to the provisions of the Indenture,
the Holder hereof has the right, at its option, prior to the close of business on the second Scheduled Trading Day immediately
preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into Shares
(and cash in lieu of fractional shares) at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided
in the Indenture.


 


Terms used in this Note and defined in the
Indenture are used herein as therein defined.


 




    	A-6



    	 



    

 


ABBREVIATIONS


 


The following abbreviations, when used in
the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws
or regulations:


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


JT TEN = joint tenants with right of survivorship and not as
tenants in common


 


Additional abbreviations may also be used
though not in the above list.


 




    	A-7



    	 



    

 


SCHEDULE A6


 


SCHEDULE OF INCREASES AND DECREASES OF CONVERTIBLE
NOTES


 


Macquarie Infrastructure Company LLC

2.875% Convertible Senior Notes due 2019


 


The initial principal amount of this Global
Note is THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000). The following increases or decreases in this Global Note have been
made:


 


	
        Date of

        conversion
	 	
        Amount of decrease in

        principal amount of this

        Global Note
	 	
        Amount of increase in

        principal amount of this

        Global Note
	 	
        Principal amount of this

        Global Note following such

        decrease or increase
	 	
        Signature of authorized

        signatory of Trustee or

        Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 





 



6
Include if a Global Note.


 




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ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To: Macquarie Infrastructure Company LLC


 


The undersigned registered owner of this
Note hereby exercises the option to convert this Note, or the portion hereof (that is $2,000 principal amount or an integral multiples
of $1,000 in excess thereof) below designated, into Shares (and cash in lieu of fractional shares) in accordance with the terms
of the Indenture referred to in this Note, and directs the Shares issuable and deliverable upon such conversion, together with
any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered
to the registered Holder hereof unless a different name has been indicated below.


 


If any Shares or any portion of this Note
not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp
or similar issue or transfer taxes, if any in accordance with Section 8.02(d) and Section 8.02(e) of the First Supplemental Indenture.
Any amount required to be paid to the undersigned on account of interest accompanies this Note.


 


	
        

        Dated:
	 	 	 
	 	 	 
	 	 	 
	 	 	Signature(s)


 


	 	 	 
	Signature Guarantee	 	 


 


	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.	 
	 	 
	Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:	 


 


	 	 
	(Name)	 


 




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	(Street Address)	 	 
	 	 	 
	 	 	 
	(City, State and Zip Code)	 	 
	Please print name and address	 	 
	 	 	 
	 	 	Principal amount to be converted (if less than all):
	 	 	$_______,000
	 	 	 
	 	 	NOTICE:  The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
	 	 	 
	 	 	 
	 	 	Social Security or Other Taxpayer
	 	 	Identification Number


 




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ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To: Macquarie Infrastructure Company LLC


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from Macquarie Infrastructure Company LLC (the “Company”) as to
the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests
and instructs the Company to pay to the registered holder hereof in accordance with Section 9.01 of the First Supplemental Indenture
referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $2,000 principal amount
or an integral multiple of $1,000 in excess thereof) below designated, and (2) if such Fundamental Change Repurchase Date does
not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and
unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date.


 


In the case of Physical Notes, the certificate
numbers of the Notes to be repurchased are as set forth below:


 


	
        Dated:
	 	 	 
	 	 	 
	 	 	 
	 	 	Signature(s)
	 	 	 
	 	 	Social Security or Other Taxpayer
	 	 	Identification Number
	 	 	 
	 	 	Principal amount to be repaid (if less than all):
	 	 	$_______,000
	 	 	 
	 	 	NOTICE:  The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


 






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