Exhibit 4.2 


 


 


 


 


 


 


 


3.100% SENIOR NOTES
DUE 2051


 


SIXTH SUPPLEMENTAL
INDENTURE



among



APTIV PLC,

as Issuer


 


WILMINGTON TRUST,
NATIONAL ASSOCIATION,

as Trustee


 


and


 


DEUTSCHE BANK TRUST
COMPANY AMERICAS,

as Registrar, Paying Agent and Authenticating Agent





Dated as of November 23, 2021


 


 


 


 


 


 


 




     


     


    

TABLE OF CONTENTS


 


	 	 	PAGE
	
    ARTICLE
1

    DEFINITIONS

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

    TERMS
AND CONDITIONS OF THE NOTES

	Section 2.01.	Terms of the Notes	7
	Section 2.02.	Execution and Authentication	9
	
    ARTICLE
3

    REDEMPTION
OF THE NOTES

	Section 3.01.	Optional Redemption.	9
	Section 3.02.	Tax Redemption.	10
	
    ARTICLE
4

    [RESERVED]

	 
	
    ARTICLE
5

    COVENANTS

	Section 5.01.	Limitation on Liens	12
	Section 5.02.	Limitation on Sale/Leaseback Transactions	14
	Section 5.03.	Payments of Additional Amounts.	15
	Section 5.04.	Change of Control Triggering Event	17
	
    ARTICLE
6

    CONSOLIDATION,
MERGER AND SALE OF ASSETS

	Section 6.01.	Consolidation, Merger and Sale of Assets	19
	Section 6.02.	Successor Company	19
	
    ARTICLE
7

    EVENTS
OF DEFAULT

	Section 7.01.	Events of Default	19
	Section 7.02.	Limitations on Suits	20
	
    ARTICLE
8

    AMENDMENTS
AND WAIVERS

	Section 8.01.	Without Consent of Holder	20



 






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    ARTICLE
9

    MISCELLANEOUS

	Section 9.01.	Ratification of Base Indenture	20
	Section 9.02.	Governing Law	20
	Section 9.03.	Separability	20
	Section 9.04.	Counterparts	20
	Section 9.05.	Trustee Disclaimer	20
	Section 9.06.	Electronic Signatures	21



 








EXHIBITS


 


Exhibit AForm of 2051 Note

 




    ii 


     


    

 


SIXTH SUPPLEMENTAL
INDENTURE, dated as of November 23, 2021 (this “Sixth Supplemental Indenture”), among Aptiv PLC, a public limited
company formed under the laws of Jersey (the “Issuer”), Wilmington Trust, National Association, a national banking
association, as trustee (together with its successors and assigns in such capacity, the “Trustee”), and Deutsche Bank
Trust Company Americas, a New York banking corporation, as Registrar, Paying Agent and Authenticating Agent under the Senior Indenture,
dated as of March 10, 2015, among the Issuer, the guarantors from time to time party thereto, Deutsche Bank Trust Company Americas, as
Registrar, Paying Agent and Authenticating Agent, and the Trustee (the “Base Indenture” and, together with this Sixth
Supplemental Indenture, the “Indenture”).


 


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


 


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


 


WHEREAS, Section
9.01 of the Base Indenture provides for the Issuer and the Trustee to enter into a supplemental indenture to the Base Indenture to establish
the form or terms of Notes of any series as permitted by Section 2.03 of the Base Indenture;


 


WHEREAS, pursuant
to the terms of the Base Indenture, the Issuer desires to provide for the establishment of a new series of Notes to be known as its 3.100%
Senior Notes due 2051 (the “2051 Notes”), the form and substance of such 2051 Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Base Indenture and this Sixth Supplemental Indenture; and


 


WHEREAS, the Issuer
has requested that the Trustee execute and deliver this Sixth Supplemental Indenture and all requirements necessary to make (i) this
Sixth Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the 2051 Notes, when executed by the Issuer and
authenticated and delivered by the Authenticating Agent, the valid obligations of the Issuer, have been performed, and the execution
and delivery of this Sixth Supplemental Indenture has been duly authorized in all respects.


 


NOW THEREFORE, in
consideration of the purchase and acceptance of the 2051 Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Base Indenture, the form and substance of the 2051 Notes, and the terms, provisions and conditions thereof, the Issuer covenants
and agrees with the Trustee as follows:


 


ARTICLE
1

DEFINITIONS


 


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


 


(a)               
a term defined in the Base Indenture has the same meaning when used in this Sixth Supplemental Indenture unless the definition
of such term is otherwise provided pursuant to this Sixth Supplemental Indenture, in which case the definition in this Sixth Supplemental
Indenture shall govern solely with respect to the 2051 Notes;


 






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(b)           a term defined anywhere in this Sixth Supplemental Indenture has the same meaning throughout;


 


(c)           the singular includes the plural and vice versa;


 


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


 


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


 


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


 


“Additional
2051 Notes” means additional 2051 Notes constituting part of the same series as the 2051 Notes issued on the Issue Date having
identical terms and conditions to the 2051 Notes, except with respect to issue date, issue price and interest prior to the first Interest
Payment Date.


 


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


 


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


 


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


 


“Board
of Directors” means the board of directors of the Issuer or any committee thereof duly authorized to act on behalf of the board
of directors of the Issuer.


 


“Business
Day” means each day which is not a Legal Holiday.


 


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


 


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


 


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


 


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


 






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“Company”
means Aptiv International Holdings (UK) LLP, a limited liability partnership organized under the laws of England and Wales (and its successors).


 


“Consolidated
Total Assets” means, at any time, the total consolidated assets of the Company and its Subsidiaries, as shown on the most recent
balance sheet of the Company at such time calculated on a pro forma basis to give effect to any acquisition or disposition of any Person
or line of business after the date thereof.


 


“Credit
Agreement” means, the Amended and Restated Credit Agreement, dated as of August 17, 2016 by and among the Issuer, the Company,
Aptiv Holdings US Limited, Aptiv Corporation, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative
agent (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be further
amended (including any amendment and restatement thereof), supplemented, extended or otherwise modified from time to time.


 


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


 


“Domestic
Subsidiary” means any Subsidiary that was formed under the laws of the United States, any state of the United States or the
District of Columbia.


 


“Equity
Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security
that is convertible into, or exchangeable for, Capital Stock.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect as of the Issue Date set forth in:


 


(1)       the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants,


 


(2)       statements
and pronouncements of the Financial Accounting Standards Board,


 


(3)       such
other statements by such other entities as approved by a significant segment of the accounting profession, and


 


(4)       the
rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic
reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC.


 


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


 






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


 


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


 


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


 


“interest”
means, with respect to the 2051 Notes, interest on the 2051 Notes and any Additional Amounts in respect thereof.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent)
by Standard & Poor’s, or if Moody’s or Standard & Poor’s shall cease to provide a rating of the 2051
Notes, an equivalent rating by any other Ratings Agency.


 


“Issue
Date” means November 23, 2021.


 


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


 


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


 


“principal”,
with respect to the 2051 Notes, means the principal of the 2051 Notes plus the premium, if any, payable on the 2051 Notes which is due
or overdue or is to become due at the relevant time and any Additional Amounts in respect thereof.


 


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


 


“Ratings
Agency” means (a) Standard & Poor’s and Moody’s or (b) if Standard & Poor’s or Moody’s or either
or both of them shall not make a rating on the 2051 Notes publicly available, a nationally recognized statistical rating agency or agencies,
as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for Standard
& Poor’s or Moody’s or either or both of them, as the case may be.


 






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“Refinance”
means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such Indebtedness, including, in any such case from time to time, after the discharge of
the Indebtedness being Refinanced. “Refinanced” and “Refinancing” shall have correlative meanings.


 


“Refinancing
Indebtedness” means Indebtedness that is incurred to Refinance (including pursuant to any defeasance or discharge mechanism)
any Indebtedness of the Company or any Subsidiary existing on the Issue Date or incurred in compliance with the Indenture (including
Indebtedness that Refinances Refinancing Indebtedness); provided, however, that such Refinancing Indebtedness is incurred
in an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) that is equal to or less than
the aggregate principal amount of the Indebtedness being refinanced (or if issued with original issue discount, the aggregate accreted
value) then outstanding (or that would be outstanding if the entire committed amount of any credit facility being Refinanced were fully
drawn) (plus fees and expenses, including any premium and defeasance costs and accrued interest).


 


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


 


“Sale and
Leaseback Transaction” means an arrangement relating to property, plant or equipment now owned or hereafter acquired by the
Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company
or such Restricted Subsidiary leases it from such Person, other than (i) leases between the Company and a Subsidiary or between
Subsidiaries or (ii) any such transaction entered into with respect to any property, plant or equipment or any improvements thereto
at the time of, or within 180 days after, the acquisition or completion of construction of such property, plant or equipment or such
improvements (or, if later, the commencement of commercial operation of any such property, plant or equipment), as the case may be, to
finance the cost of such property, plant or equipment or such improvements, as the case may be.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the
meaning of Rule 1-02(w)(1) or (2) under Regulation S-X promulgated by the SEC as in effect on the Issue Date.


 


“Standard &
Poor’s” means Standard & Poor’s Ratings Services, a division of S&P Global Inc., and any successor
to its rating business.


 


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


 


(1)       such
Person,


 


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


 


(3)       one
or more Subsidiaries of such Person.


 






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


 


“Voting
Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof.


 


Section 1.02.         
Other Definitions.


 


	Term
	Defined
in Section

	Additional Amounts	5.03
	Base Indenture	Preamble
	Calculation Date	3.01
	Change in Tax Law	3.02
	Change of Control	5.04
	Change of Control Offer	5.04
	Change of Control Triggering Event	5.04
	Comparable Treasury Issue	3.01
	Comparable Treasury Price	3.01
	DTC	2.01
	Event of Default	7.01
	Global Note	2.01
	Indenture	Preamble
	Independent Investment Banker	3.01
	Initial Lien	5.01
	Interest Payment Date	2.01
	Issuer	Preamble
	Permitted Liens	5.01
	Primary Treasury Dealer	3.01
	Reference Treasury Dealer	3.01
	Reference Treasury Dealer Quotations	3.01
	Relevant Jurisdiction	5.03
	Remaining Life	3.01(d)
	Sixth Supplemental Indenture	Preamble
	Tax Redemption Date	3.02
	Taxes	5.03
	Treasury Rate	3.01
	Trigger Period	5.04
	Trustee	Preamble
	2051 Notes	Preamble


 



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ARTICLE
2

TERMS AND CONDITIONS OF THE NOTES


 


Section 2.01.         
Terms of the Notes. The following terms relating to the 2051 Notes are hereby established:


 


(a)           Designation, Maturity and Principal Amount. There is hereby authorized a series of Notes designated the “3.100% Senior
Notes due 2051” initially offered in the aggregate principal amount of $1,500,000,000, which amount shall be as set forth in an
Authentication Order for the authentication and delivery of such 2051 Notes pursuant to Section 2.02 of the Base Indenture.


 


(b)           Form of the Notes. The 2051 Notes are to be substantially in the form of Exhibit A hereto. The 2051 Notes shall
be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officer of the Issuer executing
the same may determine with the approval of the Trustee.


 


(c)           [Reserved].


 


(d)           Additional Notes. The Issuer may, without notice to or the consent of the Holders of the 2051 Notes, issue Additional 2051
Notes having identical terms and conditions as the 2051 Notes, except for the issue date, issue price and first Interest Payment Date,
in an unlimited aggregate principal amount. Any such Additional 2051 Notes will be part of the same series as the 2051 Notes, and will
be treated as one class with such series of 2051 Notes, including, without limitation, for purposes of voting and redemptions; provided,
however, that if such Additional 2051 Notes are not fungible with the other 2051 Notes for U.S. federal income tax purposes, such
Additional 2051 Notes shall not have the same “ISIN” or “CUSIP” number or other applicable identification number
as the other 2051 Notes.


 


(e)           Principal Payment. (i) The 2051 Notes will mature on December 1, 2051.


 


(f)            Interest Rate; Interest Payment Date; Computation of Interest.


 


(i)       
The 2051 Notes will bear interest at the rate of 3.100% per annum from the most recent Interest Payment Date (as defined below)
to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date (or, in the case of Additional
2051 Notes, from date of issuance thereof) until the principal thereof becomes due and payable. The amount of interest payable for any
period will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


(ii)     
Interest on the 2051 Notes is payable semi-annually in arrears on June 1 and December 1 of each year (each, an “Interest
Payment Date”), commencing on June 1, 2022 (or such later first Interest Payment Date, in the case of Additional 2051 Notes),
to the Person in whose name such 2051 Note is registered, at the close of business on the Regular Record Date for such interest installment,
which shall be the close of business on May 15 or November 15 (whether or not a Business Day), as the case may be, immediately preceding
such Interest Payment Date, and at the foregoing respective rates on overdue principal. In the event that any Interest Payment Date is
not a Business Day, then payment of the interest payable on such Interest Payment Date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made
on the Interest Payment Date such payment was originally payable.


 






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(g)           Place of Payment of Principal and Interest. Section 4.02 of the Base Indenture shall apply to the 2051 Notes.


 


(h)           Optional Redemption. The 2051 Notes shall be redeemable as specified in Article 3 of this Sixth Supplemental Indenture
and Article 3 of the Base Indenture.


 


(i)            Mandatory Redemption. Except as set forth in Section 5.04 hereof, the Issuer shall not be required to make mandatory redemption
or sinking fund payments with respect to the 2051 Notes.


 


(j)            Denominations. The 2051 Notes shall be issuable only in registered form, without coupons, in minimum denominations of $2,000
and integral multiples of $1,000 in excess of thereof.


 


(k)           Acceleration. 100% of the principal amount of the 2051 Notes shall be payable upon declaration of acceleration of the Stated
Maturity thereof.


 


(l)            Currency of the Notes. The 2051 Notes shall be denominated, and payment of principal and interest of the 2051 Notes shall
be payable in the currency of the United States of America.


 


(m)          Currency of Payment. The principal of and interest on the 2051 Notes shall be payable in U.S. dollars.


 


(n)           Exchange or Conversion. The 2051 Notes shall not be exchangeable for or convertible into the ordinary shares of the Issuer
or any other security.


 


(o)           Additional Amounts. The Issuer will pay any additional amounts on the 2051 Notes as set forth in Section 5.03.


 


(p)           Global Form; Definitive Form. The 2051 Notes shall each be issued initially in the form of one or more permanent Global
Notes in registered form, without coupons, substantially in the form herein below recited (each, a “Global Note” and
collectively, the “Global Notes”), deposited with the Registrar, as custodian for the Depositary, duly executed by
the Issuer and authenticated by the Authenticating Agent as herein provided. The 2051 Notes may each be issued in definitive form pursuant
to the terms of the Base Indenture. The aggregate principal amount of each Global Note may from time to time be increased or decreased
by adjustments made on the records of the Registrar as provided in Section 2.01(b) of the Base Indenture.


 


(q)           Trustee; Registrar; Paying Agent; Authenticating Agent. Wilmington Trust, National Association shall initially
act as Trustee. Deutsche Bank Trust Company Americas, a New York banking corporation, shall initially act as Registrar, Paying Agent
and Authenticating Agent for the 2051 Notes.


 


(r)            Defeasance. Article 8 of the Base Indenture shall apply to the 2051 Notes.


 


(s)           Depositary. The Depositary for any 2051 Notes issued as Global Notes shall initially be The Depository Trust Company in
The City of New York (“DTC”) (or any successor to DTC).


 


(t)            Events of Default; Covenants. The Events of Default in Section 6.01 of the Base Indenture and the additional Events of
Default set forth in Section 7.01 of this Sixth Supplemental Indenture and the covenants set forth in Article 4 of the Base Indenture
and Article 5 of this Sixth Supplemental Indenture shall apply to the 2051 Notes.


 






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(u)           Additional Terms. Other terms applicable to the 2051 Notes are as otherwise provided for below.


 


Section 2.02.         
Execution and Authentication(d). The 2051 Notes having an aggregate principal amount of $1,500,000,000 may, upon execution
of this Sixth Supplemental Indenture, be executed by the Issuer and delivered to the Authenticating Agent for authentication, and the
Authenticating Agent shall thereupon authenticate and deliver said 2051 Notes, upon receipt of an Authentication Order, signed by an
Officer of the Issuer, without any further action by the Issuer, except as otherwise required by the Base Indenture.


 


ARTICLE
3

REDEMPTION OF THE NOTES


 


Section 3.01.         
Optional Redemption.


 


(a)           At any time prior to June 1, 2051, the Issuer may at its option redeem the 2051 Notes, in whole or in part, at a redemption price
equal to the greater of:


 


(i)       
100% of the principal amount of the 2051 Notes to be redeemed; and


 


(ii)      
the sum of the present value of (i) the redemption price (100% of the principal amount of the 2051 Notes to be redeemed) on June
1, 2051 and (ii) all required remaining scheduled interest payments due on the 2051 Notes to be redeemed through June 1, 2051 (not including
any portion of such payments of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points,


 


plus
accrued and unpaid interest on the principal amount of the 2051 Notes to be redeemed to, but not including, the Redemption Date.
The Treasury Rate will be calculated on the third Business Day next preceding the Redemption Date (the “Calculation Date”).


 


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


 


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


 


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


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the 2051 Notes to be redeemed from the redemption date to June 1, 2051 (“Remaining Life”)
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the Remaining Life of such 2051 Notes.


 






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“Comparable
Treasury Price” means, with respect to any redemption date, (1) the average of four Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers as specified by the Issuer, or, if those firms are unwilling
or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the
Issuer.


 


“Reference
Treasury Dealer” means each of (1) J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC or
their respective successors, provided, however, that if any of the foregoing ceases to be a primary U.S. government securities
dealer in the United States (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury
Dealer and (2) any two other Primary Treasury Dealers selected by the Issuer after consultation with an Independent Investment Banker.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on
the Calculation Date.


 


“Treasury
Rate” means, with respect to any Redemption Date, (1) the weekly average of the yields in each statistical release for the
immediately preceding week designated “H.15” or any successor publication which is published weekly by the Board of Governors
of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after the Remaining Life (as defined below), yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published
during the week preceding the Calculation Date or does not contain such yields, the rate per year equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such redemption date.


 


(e)           If the Issuer partially redeems the 2051 Notes, such 2051 Notes to be redeemed shall be selected in accordance with the applicable
procedures of the Depositary, although no 2051 Notes less than $2,000 in original principal amount will be redeemed in part.


 


(f)            Any redemption of 2051 Notes pursuant to this Section 3.01 shall be conducted in accordance with the applicable procedures set
forth in Article 3 of the Base Indenture to the extent not otherwise set forth herein.


 


Section 3.02.         
Tax Redemption.


 


(a)           The Issuer may redeem the 2051 Notes as a whole but not in part, at its option at any time prior to maturity, upon the giving
of a written notice of redemption to the Holders, with a copy to the Trustee, if it determines that, as a result of:


 






    -10- 


     


    

 


(i)       
any change in or amendment to the laws, or any regulations or rulings promulgated under the laws, of a Relevant Jurisdiction (as
defined in Section 5.03) affecting taxation, or


 


(ii)     
any change in or amendment to an official position regarding the application or interpretation of the laws, regulations or rulings
referred to above,


 


(b)           which change or amendment is announced and becomes effective after the Issue Date (or, if the Relevant Jurisdiction becomes a
Relevant Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing, a “Change in Tax Law”),
the Issuer is or will become obligated to pay Additional Amounts with respect to the 2051 Notes on the next succeeding interest payment
date, pursuant to Section 5.03 and the payment of such Additional Amounts cannot be avoided by the use of reasonable measures available
to the Issuer. The redemption price will be equal to 100% of the principal amount of the 2051 Notes plus accrued and unpaid interest
to but excluding the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (if any) then
due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of
the 2051 Notes on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest payment
date and Additional Amounts (if any) in respect thereof). The date and the applicable redemption price will be specified in the notice
of tax redemption. Notice of such redemption will be irrevocable, and must be mailed by first-class mail to each Holder’s registered
address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less
than 15 nor more than 60 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment
in respect of the 2051 Notes were actually due on such date. No such notice of redemption will be given unless, at the time such notification
of redemption is given, such obligation to pay such Additional Amounts remains in effect.


 


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


 


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


 


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


 


(d)           The foregoing provisions shall apply mutatis mutandis to any successor to the Issuer.


 


ARTICLE
4

[RESERVED]


 


ARTICLE
5

COVENANTS


 


The following covenants
will apply to the 2051 Notes in addition to the covenants in Article 4 of the Base Indenture:


 






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Section 5.01.         
Limitation on Liens.


 


(a)           The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien
(the “Initial Lien”) of any nature whatsoever on any Principal Property or Capital Stock of a Restricted Subsidiary,
whether owned at the Issue Date or thereafter acquired, which Initial Lien secures any Indebtedness, without effectively providing that
the 2051 Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are
so secured other than the following (“Permitted Liens”):


 


(1)       Liens
securing Indebtedness under Credit Facilities in an aggregate principal amount not to exceed $2,075 million;


 


(2)       pledges
or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases, subleases, licenses or sublicenses
to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States
government bonds to secure surety, stay, customs, replevin or appeal bonds to which such Person is a party, or deposits as security or
for the payment of rent, in each case incurred in the ordinary course of business;


 


(3)       Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’, materialman’s, repairman’s, landlord’s,
workman’s, supplier’s and other like Liens, in each case for sums not yet due or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding
with an appeal or other proceedings for review;


 


(4)       Liens
for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being
contested in good faith by appropriate proceedings;


 


(5)       Liens
in favor of issuers of surety or performance bonds or letters of credit, bank guarantees, bankers’ acceptances or similar credit
transactions issued pursuant to the request of and for the account of such Person in the ordinary course of its business;


 


(6)       survey
exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to
the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect
the value of said properties or materially impair their use in the operation of the business of such Person;


 


(7)       Liens
securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property
of such Person; provided, however, that the Lien may not extend to any other property (other than accessions thereto, proceeds
and products thereof and property related to the property being financed or through cross-collateralization of individual financings
of equipment provided by the same lender) owned by such Person or any of its Subsidiaries at the time the Lien is incurred, and the Indebtedness
(other than any interest thereon) secured by the Lien may not be incurred more than 270 days after the later of the acquisition, completion
of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;


 






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(8)       Liens
existing on the Issue Date and extensions, renewals, refinancings and replacements of any such Liens (including any future Liens securing
Indebtedness that the Company designates as a “replacement” of such Liens for purposes of this clause, even if such new Indebtedness
is not issued concurrently with the repayment of the indebtedness so secured, the proceeds thereof are not used to repay such Indebtedness
secured by such Liens or such Indebtedness is incurred for different purposes and by a different borrower) so long as the principal amount
of Indebtedness (including for this purpose, revolving commitments under the Credit Agreement as in effect on the Issue Date immediately
before the issuance of the 2051 Notes, which shall be deemed to be outstanding for these purposes even if undrawn) or other obligations
secured thereby is not increased (other than to cover premiums, fees, accrued interest and any expenses of such extension, renewal, refinancing
or replacement) and so long as such Liens are not extended to any other property of the Company or any of its Subsidiaries (other than
pursuant to blanket lien or after acquired property clauses existing in the applicable agreements (including any obligation to have new
guarantors provide Liens on the same assets owned by it));


 


(9)       Liens
on property or shares of stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided,
however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming
such a Subsidiary; provided further, however, that such Liens do not extend to any other property owned by such Person
or any of its Subsidiaries, except proceeds and products thereof and improvements thereon or pursuant to after acquired property clauses
existing in the applicable agreements at the time such Person becomes a Subsidiary which do not extend to property transferred to such
Person by the Company or a Restricted Subsidiary;


 


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


 


(11)     Liens
securing Indebtedness or other obligations of the Company or a Subsidiary owing to the Company or a Subsidiary of the Company;


 


(12)     Liens
to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in
the foregoing clauses (7), (9) and (10); provided, however, that:


 


(A)          such
new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements, accessions, proceeds,
dividends or distributions in respect thereof) and


 


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


 


(i)        the
outstanding principal amount or, if greater, committed amount of the indebtedness secured by Liens described under clauses (7), (9) or
(10) at the time the original Lien became a Permitted Lien under the Indenture; and


 






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(ii)       an
amount necessary to pay any fees and expenses, including premiums, related to such Refinancings;


 


(13)     judgment
Liens not giving rise to an Event of Default;


 


(14)     Liens
securing Indebtedness consisting of (A) the financing of insurance premiums with the providers of such insurance or their affiliates
and (B) take-or-pay obligations contained in supply arrangements in the ordinary course of business; and


 


(15)     other
Liens to secure Indebtedness as long as the amount of outstanding Indebtedness secured by Liens incurred pursuant to this clause (15),
when aggregated with the amount of Attributable Debt outstanding and incurred in reliance on Section 5.02(e), does not exceed 15.0% of
Consolidated Total Assets at the time any such Lien is granted; provided, however, notwithstanding whether this clause
(15) would otherwise be available to secure Indebtedness, Liens securing Indebtedness originally secured pursuant to this clause (15)
may secure Refinancing Indebtedness in respect of such Indebtedness and such Refinancing Indebtedness shall be deemed to have been secured
pursuant to this clause (15).


 


(b)           Any Lien created for the benefit of the Holders of the 2051 Notes pursuant to Section 5.01(a) shall provide by its terms that
such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.


 


(c)           For purposes of determining compliance with this Section 5.01, (A) a Lien securing an item of Indebtedness need not be permitted
solely by reference to one category of permitted Liens described in the definition of “Permitted Liens” but may be permitted
in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets
the criteria of one or more of the categories of permitted Liens described in the definition of “Permitted Liens,” the Company
shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness
(or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such
Lien or such item of Indebtedness secured by such Lien in one of the clauses of the definition of “Permitted Liens” and such
Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses.


 


Section 5.02.         
Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter
into any Sale and Leaseback Transaction with respect to any Principal Property unless:


 


(a)           the Sale and Leaseback Transaction is solely with the Company or a Subsidiary of the Company;


 


(b)           the lease is for a period not in excess of 24 months, including renewals;


 


(c)           the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses
(1) through (14) of the definition of “Permitted Liens,” without equally and ratably securing the 2051 Notes then outstanding
under the Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property in the amount of the
Attributable Debt arising from such Sale and Leaseback Transaction;


 






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(d)           the Company or such Restricted Subsidiary within 360 days after the sale of such Principal Property in connection with such Sale
and Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Principal Property to (i) the
permanent retirement of 2051 Notes, other Indebtedness of the Issuer ranking on a parity with the 2051 Notes or Indebtedness of the Company
or a Subsidiary of the Company or (ii) the purchase of property; or


 


(e)           the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all
other Sale and Leaseback Transactions entered into after the Issue Date with respect to Principal Property (other than any such Sale
and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), plus the aggregate principal amount of
Indebtedness secured by Liens on Principal Properties then outstanding (not including any such Indebtedness secured by Liens described
in clauses (1) through (14) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding
2051 Notes (or secure such outstanding 2051 Notes on a basis that is prior to other Indebtedness secured thereby), would not exceed 15%
of Consolidated Total Assets.


 


Section 5.03.         
Payments of Additional Amounts.


 


(a)           Payments made by the Issuer or a Paying Agent, as applicable, on the 2051 Notes will be made free and clear of, and without withholding
or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental
charge of any nature whatsoever (“Taxes”), unless the Issuer or a Paying Agent is required to withhold or deduct Taxes
by law.


 


(b)           If any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of the United States, Jersey, Ireland,
any other jurisdiction in which the Issuer is incorporated, organized, engaged in business or otherwise resident for tax purposes, or
any other jurisdiction from or through which such payment is made, or in each case any political subdivision or taxing authority or agency
thereof or therein (each, a “Relevant Jurisdiction”) is at any time required by law to be made from any payment made
with respect to the 2051 Notes, the Issuer will pay such additional amounts (“Additional Amounts”) on the 2051 Notes
as may be necessary so that the net amount received by each Holder of the 2051 Notes (including Additional Amounts) after such withholding
or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided
that no Additional Amounts will be payable with respect to Taxes:


 


		(i)	that would not have been imposed but for
                                            the Holder or the beneficial owner of such Note (or a fiduciary, settlor, beneficiary, member
                                            or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such
                                            Holder or beneficial owner is an estate, trust, partnership or corporation) being considered
                                            as having a present or former connection with a Relevant Jurisdiction (other than a connection
                                            arising solely as a result of the acquisition, ownership or disposition of the 2051 Notes,
                                            the receipt of any payment under or with respect to the 2051 Notes, or the exercise or enforcement
                                            of any rights under or with respect to the 2051 Notes or the Indenture), including, without
                                            limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member,
                                            shareholder or possessor) being or having been a citizen or resident thereof or treated as
                                            a resident thereof or domiciled therein or a national thereof or being or having been engaged
                                            in a trade or business therein or having or having had a permanent establishment therein;



 






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		(ii)	that would not have been imposed
                                            but for the failure of the Holder or any other person to comply with certification, identification
                                            or information reporting requirements concerning the nationality, residence, identity or
                                            connection with the Relevant Jurisdiction of the Holder or beneficial owner, if compliance
                                            is required by statute, by regulation of the Relevant Jurisdiction or by an applicable income
                                            tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from
                                            such Tax;



 


		(iii)	payable other than by withholding
                                            from payments of principal of or interest on the 2051 Notes;



 


		(iv)	that would not have been imposed
                                            but for a change in law, regulation or administrative or judicial interpretation that becomes
                                            effective more than 15 days after the payment becomes due or is duly provided for, whichever
                                            occurs later;



 


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



 


		(vi)	required to be withheld by any Paying
                                            Agent from any payment of principal of or interest on any 2051 Note, if such payment can
                                            be made without such withholding by at least one other Paying Agent;



 


		(vii)	that would not have been imposed
                                            but for the presentation by the Holder of any 2051 Note, where presentation is required,
                                            for payment on a date more than 30 days after the date on which such payment became due and
                                            payable or the date on which payment thereof was duly provided for, whichever occurred later
                                            (except to the extent that the Holder would have been entitled to Additional Amounts had
                                            the 2051 Note been presented on the last day of such 30-day period);



 


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



 


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



 


nor shall Additional Amounts be paid
with respect to any payment of the principal of or interest, if any, on any 2051 Note to any such Holder who is a fiduciary or a partnership
that is not the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or the beneficial owner would not have been entitled to such Additional Amounts had it been the holder of the 2051
Note.


 


(c)           The Issuer or the Paying Agent, as applicable, will (i) make any required withholding or deduction, and (ii) remit the
full amount deducted or withheld by it to the Relevant Jurisdiction in accordance with applicable law.


 


(d)           All references in this Indenture, other than in Section 2.01(r) of this Sixth Supplemental Indenture and Sections 8.02, 8.03 and
8.06 of the Base Indenture, to the payment of the principal or interest, if any, on or the net proceeds received on the sale or exchange
of, any 2051 Notes shall be deemed to include Additional Amounts to the extent that, in that context, Additional Amounts are, were or
would be payable.


 






    -16- 


     


    

 


(e)           In addition, the Issuer shall pay any present or future stamp, issue, registration, court, documentary, excise, property, or similar
Taxes (i) imposed by any Relevant Jurisdiction in respect of the execution, issuance, delivery, or registration of the 2051 Notes,
the Indenture, or any other document or instrument referred to therein, or the receipt of any payments with respect to the 2051 Notes,
or (ii) imposed by any jurisdiction in respect of the enforcement of the 2051 Notes, the Indenture, or any other document or instrument
referred to therein.


 


(f)            The Issuer’s obligations to pay Additional Amounts if and when due will survive the termination of the Indenture and the
payment of all other amounts in respect of the 2051 Notes and shall apply mutatis mutandis to any successor of the Issuer, and to any
jurisdiction in which such successor is incorporated, organized, engaged in business or otherwise resident for tax purposes, and any
political subdivision or governmental authority thereof or therein.


 


Section 5.04.         
Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, each Holder of 2051 Notes
will have the right to require the Issuer to purchase all or any part of such Holder’s 2051 Notes at a purchase price in cash equal
to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant interest payment date).


 


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


 


(1)       any
transaction occurs (including a merger or consolidation of the Issuer) following which any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer; or


 


(2)       sale,
lease or transfer (for the avoidance of doubt, other than a transfer to the Issuer or one of its Subsidiaries), in one or a series of
related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person in which
any person (as defined above) holds or acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50%
or more of the total voting power of the Voting Stock of such transferee Person.


 


“Change
of Control Triggering Event” means, with respect to the 2051 Notes, the occurrence of both a (1) Change of Control and (2)
(i) the ratings of the 2051 Notes are downgraded by each of the Ratings Agencies during the 60-day period (the “Trigger Period”)
commencing on the earlier of (x) the occurrence of such Change of Control or (y) the first public announcement of the occurrence of such
Change of Control or the Issuer’s intention to effect such Change of Control (which Trigger Period will be extended so long as
the ratings of the 2051 Notes are under publicly announced consideration for possible downgrade by any of the Ratings Agencies) and (ii)
the 2051 Notes are rated below an Investment Grade Rating by each of the Ratings Agencies on any date during the Trigger Period; provided
that (x) a Change of Control Triggering Event will not be deemed to have occurred in respect of a particular Change of Control if
each Ratings Agency does not publicly announce or confirm or inform the Trustee in writing at the Issuer’s request that the reduction
was the result of the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Change of Control


 






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Triggering
Event) and (y) the Trigger Period will terminate with respect to each Ratings Agency when such Ratings Agency takes action (including
affirming its existing ratings) with respect to such Change of Control. Notwithstanding the foregoing, no Change of Control Triggering
Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has
actually been consummated.


 


Notwithstanding
the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Issuer becomes a direct or indirect Subsidiary
of a holding company and (2) no person (as defined above) (other than a holding company) owns, directly or indirectly, a majority
of the voting power of the Equity Interests of such holding company.


 


Within 30 days following
any Change of Control Triggering Event, the Issuer shall (unless prior to such date such Change of Control Triggering Event ceases to
exist) deliver by mail or electronic means a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”),
stating:


 


(1)       that
a Change of Control Triggering Event has occurred and that such Holder has the right to require the Issuer to purchase all or a portion
of such Holder’s 2051 Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant
interest payment date);


 


(2)       the
circumstances and relevant facts and financial information regarding such Change of Control Triggering Event;


 


(3)       the
purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered); and


 


(4)       the
instructions determined by the Issuer, consistent with this covenant, that a Holder must follow in order to have its 2051 Notes purchased.


 


The Issuer will
not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 5.04 and purchases all
2051 Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make
a Change of Control Offer upon a Change of Control Triggering Event if the 2051 Notes have been or are called for redemption by the Issuer
prior to it being required to deliver notice of the Change of Control Offer, and thereafter redeems all 2051 Notes called for redemption
in accordance with the terms set forth in such redemption notice. Notwithstanding anything to the contrary contained herein, a revocable
Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditioned upon the consummation of the relevant
Change of Control, if a definitive agreement is in place for such Change of Control at the time the Change of Control Offer is made.


 


The Issuer will
comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the purchase of 2051 Notes pursuant to this Section 5.04. To the extent that the provisions of any securities laws
or regulations conflict with provisions of this Section 5.04, the Issuer will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under this Section 5.04 by virtue thereof.


 






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Notwithstanding
any provisions in the Base Indenture to the contrary, but subject to Section 6.07 of the Base Indenture, the Issuer’s obligations
to make a Change of Control Offer as a result of a Change of Control Triggering Event with respect to the 2051 Notes may be waived or
modified with the written consent of the Holders of a majority in principal amount of the then outstanding 2051 Notes.


 


ARTICLE
6

CONSOLIDATION, MERGER AND SALE OF ASSETS


 


Section 6.01.         
Consolidation, Merger and Sale of Assets. The Issuer will not, directly or indirectly, consolidate with or merge with or
into, or convey, transfer or lease all or substantially all of its assets in one or a series of related transactions to, any Person unless:


 


(a)  
the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation, limited liability
partnership, limited liability company, limited company, or other similar organization shall be organized and existing under the laws
of (x) the United States of America (or any state thereof or the District of Columbia) or (y) the United Kingdom, Jersey and any other
jurisdiction in the Channel Islands, any member state of the European Union as in effect on the Issue Date, Switzerland, Bermuda, The
Cayman Islands or Singapore, provided that the Successor Company (if not the Issuer) will expressly assume, by a supplemental
indenture, executed and delivered to the Trustee, all the obligations of the Issuer under this Sixth Supplemental Indenture and the 2051
Notes (and, if the Successor Company is not a corporation, the Issuer will cause a corporate co-issuer to become a co-obligor on the
2051 Notes);


 


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


 


(c)  
the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.


 


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


 


ARTICLE
7

EVENTS OF DEFAULT


 


Section 7.01.         
Events of Default. In addition to the Events of Default set forth in Section 6.01 of the Base Indenture, the following
is an “Event of Default” with respect to the 2051 Notes:


 


(1)       the
failure by the Issuer to comply with its obligations under Section 6.01 of this Sixth Supplemental Indenture in respect of the 2051 Notes;
and


 


(2)       the
failure by the Issuer or any Restricted Subsidiary to comply for 60 days after notice with any of its obligations under Section 5.04
of this Sixth Supplemental Indenture in respect of the 2051 Notes (in each case, other than a failure to purchase 2051 Notes).


 






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However, a default
under clause (2) will not constitute an Event of Default with respect to any 2051 Notes until the Trustee notifies the Issuer, or the
Holders of at least 25% in principal amount of the outstanding 2051 Notes and notes of all series affected thereby notify the Issuer
and the Trustee, of the default and the Issuer does not cure such default within the time specified in clause (2) hereof after receipt
of such notice.


 


Section 7.02.         
Limitations on Suits. With respect to the 2051 Notes, the first sentence of Section 6.06 of the Base Indenture shall be
amended by deleting the “A” at the beginning of the sentence and replacing it with the following: “Except to enforce
the right to receive payment of principal, premium (if any) or interest when due, a”.


 


ARTICLE
8

AMENDMENTS AND WAIVERS


 


Section 8.01.         
Without Consent of Holder. In addition to the provisions of Section 9.01 of the Base Indenture, the Issuer and the Trustee
may, as applicable, amend or supplement this Sixth Supplemental Indenture or the 2051 Notes, without the consent of any Holder of the
2051 Notes to:


 


(a)           convey, transfer, assign, mortgage or pledge as security for the 2051 Notes any property or assets in accordance with Section
5.01 of this Sixth Supplemental Indenture and confirm or evidence any release thereof permitted by the Indenture.


 


ARTICLE
9

MISCELLANEOUS


 


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


 


Section 9.02.         
Governing Law. This Sixth Supplemental Indenture and the 2051 Notes shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflicts of laws.


 


Section 9.03.         
Separability. In case any one or more of the provisions contained in this Sixth Supplemental Indenture or in the 2051 Notes
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Sixth Supplemental Indenture or of the 2051 Notes, but this Sixth Supplemental Indenture
and the 2051 Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.


 


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


 


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


 






    -20- 


     


    

 


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


 


[Signature
Pages Follow]


 




    -21- 


     


    

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


 


 


	 	ISSUER:
	 	 
	 	APTIV PLC
	 	 
	 	By:	/s/ Jane Wu
	 	 	Name:	Jane Wu
	 	 	Title:   	Treasurer



 





 




     


     


    

 


 


	 	TRUSTEE:
	 	 
	 	WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
	 	 
	 	By:	 /s/ Arlene Thelwell
	 	 	Name:	 Arlene Thelwell
	 	 	Title:   	 Vice President





 


 


 


 


 


 





 


[Signature Page to Sixth Supplemental Indenture]

 




     


     


    

 


 





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


 


 


	 	By:	 /s/  Jeffrey Schoenfeld
	 	 	Name:	  Jeffrey Schoenfeld
	 	 	Title:   	 Vice President



 





 


 


 


 


[Signature Page to Sixth Supplemental Indenture]


 




     


     


    

 


EXHIBIT
A


 


[FORM OF FACE OF
NOTE]


 


[Global Note Legend]


 


THIS GLOBAL NOTE
IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS 2051 NOTE) OR ITS NOMINEE. THIS GLOBAL NOTE IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”)
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 




    A-1 


     


    

CUSIP: 03835V AJ5


 


ISIN: US03835VAJ52


 


GLOBAL NOTE


 


3.100% Senior Notes
due 2051


 


	No. ___	$[____________]





 


APTIV PLC


 


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


 


the principal sum of __________________________________________________________U.S.
DOLLARS on December 1, 2051, as such amount may be changed from time to time pursuant to the Schedule of Exchanges of Interests attached
hereto.


 


Interest Payment Dates: June 1 and December
1


 


Record Dates: May 15 and November 15


 




    A-2 


     


    

 


	 	APTIV PLC	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 






 




    A-3 


     


    

This is one of the 2051 Notes referred
to

in the within-mentioned Sixth Supplemental Indenture:





 



 





	DEUTSCHE BANK TRUST COMPANY AMERICAS,

                    as Authenticating Agent
	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


 


Dated:
_______________, 20__


 




    A-4 


     


    

[Form of reverse
side of 2051 Note]


3.100% Senior Note
due 2051


 


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


 


1.       INTEREST.
Aptiv PLC (the “Issuer”) promises to pay interest on the principal amount of this 2051 Note at a rate per annum
of 3.100% from November 23, 2021 until maturity or pursuant to Section 7.02 of the Sixth Supplemental Indenture. The Issuer will
pay interest on this 2051 Note semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2022, or, if any
such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The
Issuer will make each interest payment to the Holder of record of this 2051 Note on the immediately preceding May 15 and November 15
(the “Regular Record Date”), as the case may be. Interest on this 2051 Note will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from and including November 23, 2021. The Issuer will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at the rate borne by this 2051 Note; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the
rate borne by this 2051 Note. Interest will be computed on the basis of a 360-day year comprise of twelve 30-day months.


 


2.       METHOD
OF PAYMENT. The Issuer will pay interest on this 2051 Note to the Person who is the registered Holder of this 2051 Note at the close
of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this 2051 Note is cancelled
after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Base Indenture with
respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note
Register of Holders, provided that (a) all payments of principal, premium, if any, and interest on, 2051 Notes represented by
Global Notes registered in the name of or held by the DTC or its nominee will be made by wire transfer of immediately available funds
to the accounts specified by the Holder or Holders thereof and (b) all payments of principal, premium, if any, and interest with respect
to Certificated Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee or the
Paying Agent may accept in its discretion). Such payment shall be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debt.


 


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


 


4.       INDENTURE.
The Issuer issued the 2051 Notes under the Senior Indenture (the “Base Indenture”), dated as of March 10, 2015,
among the Issuer, the guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”)
and Deutsche Bank Trust Company Americas, a New York banking corporation, as Registrar, Paying Agent and Authenticating Agent. The Issuer
shall be entitled to issue Additional 2051 Notes pursuant to the Base Indenture. The terms of the 2051 Notes include those stated in
the Base Indenture and those made part of the Base Indenture by reference to the sixth supplemental indenture, among the Issuer, the
Trustee and the Registrar and Paying Agent, dated as of November 23, 2021 (the “Sixth Supplemental Indenture”
and together with the Base Indenture, the “Indenture”), setting forth the additional terms of the 2051 Notes
pursuant to Section 2.03 of the Base Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”). The 2051 Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of such terms. To the extent any provision of this 2051 Note conflicts with the express provisions of the
Indenture and those other provisions forming a part thereof with respect to the 2051 Notes, the provisions of the Indenture and such
other provisions with respect to the 2051 Notes shall govern and be controlling.


 






    A-5 


     


    

 


5.       OPTIONAL
REDEMPTION. At any time prior to June 1, 2051, the Issuer may at its option redeem the 2051 Notes, in whole or in part, at a redemption
price equal to the greater of:


 


(i)      
100% of the principal amount of the 2051 Notes to be redeemed; and


 


(ii)      
the sum of the present value of (i) the redemption price (100% of the principal amount of the 2051 Notes to be redeemed) on June
1, 2051 and (ii) all required remaining scheduled interest payments due on the 2051 Notes to be redeemed through June 1, 2051 (not including
any portion of such payments of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points.


 


plus accrued
and unpaid interest on the principal amount of the 2051 Notes to be redeemed to, but not including, the Redemption Date. The Treasury
Rate will be calculated on the Calculation Date.


 


If the 2051 Notes
are redeemed at any time on or after June 1, 2051, the 2051 Notes may be redeemed at a redemption price equal to 100% of the principal
amount of the 2051 Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date.


 


Notice of such redemption
must be mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depositary in
accordance with such depositary’s customary procedures, not less than 10 nor more than 60 days prior to the redemption date. If
the Issuer partially redeems the 2051 Notes, the Registrar and Paying Agent, subject to the procedures of The Depository Trust Company,
will select the 2051 Notes to be redeemed on a pro rata basis, by lot or by such other method in accordance with the procedures of The
Depository Trust Company, although no 2051 Note less than $2,000 in original principal amount will be redeemed in part. If the Issuer
redeems any 2051 Note in part only, the notice of redemption relating to such 2051 Note shall state the portion of the principal amount
thereof to be redeemed. A new 2051 Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the
Holder thereof upon cancellation of the original 2051 Note. On and after the redemption date, interest will cease to accrue on 2051 Notes
or portions of such 2051 Notes called for redemption so long as the Issuer has deposited with the Registrar and Paying Agent funds sufficient
to pay the principal of the 2051 Notes to be redeemed, plus accrued and unpaid interest thereon. Any notice of redemption may be conditioned
on the satisfaction of one or more conditions precedent.


 


6.       TAX
REDEMPTION. The Issuer may redeem the 2051 Notes as a whole but not in part, at its option at any time prior to maturity, upon the giving
of a written notice of redemption to the Holders, with a copy to the Trustee, if it determines that, as a result of:


 


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


 


(ii)      
any change in or amendment to an official position regarding the application or interpretation of the laws, regulations or rulings
referred to above, which change or amendment is announced and becomes effective after the Issue Date (or, if the Relevant Jurisdiction
becomes a Relevant Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing, a “Change
in Tax Law”), the Issuer is or will become obligated to pay Additional Amounts with respect to the 2051 Notes on the next
succeeding interest payment date, pursuant to Section 5.03 and the payment of such Additional Amounts cannot be avoided by the
use of reasonable measures available to the Issuer. The redemption price will be equal to 100% of the principal amount of the 2051 Notes
plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”),
and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise
(subject to the right of Holders of the 2051 Notes on any record date occurring prior to the Tax Redemption Date to receive interest
due on the relevant interest payment date and Additional Amounts (if any) in respect thereof). The date and the applicable redemption
price will be specified in the notice of tax redemption. Notice of such redemption will be irrevocable, and must be mailed by first-class
mail to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s
customary procedures, not less than 15 nor more than 60 days prior to the earliest date on which the Issuer would be obligated to pay
such Additional Amounts if a payment in respect of the 2051 Notes were actually due on such date. No such notice of redemption will be
given unless, at the time such notification of redemption is given, such obligation to pay such Additional Amounts remains in effect.


 






    A-6 


     


    

 


Prior to giving
the notice of tax redemption, the Issuer will deliver to the Trustee:


 


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


 


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


 


The foregoing provisions
shall apply mutatis mutandis to any successor to the Issuer.


 


7.       MANDATORY
REDEMPTION. Except as set forth in Section 5.04 of the Sixth Supplemental Indenture, the Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the 2051 Notes.


 


8.        NOTICE
OF REDEMPTION. At least 10 days but not more than 60 days before a Redemption Date, the Issuer shall mail or cause to be mailed, by first
class mail to each Holder’s registered address, or deliver electronically if held by any depositary in accordance with such depositary’s
customary procedures, a notice of redemption to each Holder whose 2051 Notes are to be redeemed. Any redemption and notice thereof may,
in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.


 


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


 


10.       DENOMINATIONS,
TRANSFER, EXCHANGE. The 2051 Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of 2051 Notes may be registered and 2051 Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may
require Holders to pay any transfer tax or other similar governmental charge payable in connection with such transfer and exchange that
are required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a)
any 2051 Note selected for redemption in whole or in part pursuant to Article 3 of the Base Indenture, except the unredeemed portion
of any such 2051 Note being redeemed in part, or (b) any such 2051 Note for a period beginning 15 days before the mailing of a notice
of an offer to repurchase or redeem such 2051 Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date
or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be.


 


11.       PERSONS
DEEMED OWNERS. The registered Holder of this 2051 Note may be treated as its owner for all purposes.


 


12.       AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture or the 2051 Notes may be amended or supplemented as provided in the Indenture.


 






    A-7 


     


    

 


13.       DEFAULTS
AND REMEDIES. The Events of Default relating to the 2051 Notes are defined in Section 6.01 of the Base Indenture, as supplemented
by Section 7.01 of the Sixth Supplemental Indenture. If any Event of Default (other than an Event of Default arising from certain
events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then
outstanding 2051 Notes and all other notes issued under the Indenture affected thereby (all such series voting as a single class) may
declare the principal of and accrued but unpaid interest on all the 2051 Notes to be due and payable immediately by notice in writing
to the Issuer and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of
acceleration”, and the same shall become immediately due and payable. If an Event of Default arising from certain events of bankruptcy
or insolvency occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the
outstanding 2051 Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. Holders may not enforce the Indenture, the 2051 Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then outstanding 2051 Notes and all other notes of all series
affected thereby may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing
Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice
is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding 2051 Notes and all other notes
issued under the Indenture affected thereby (all such series voting as a single class) by written notice to the Trustee may on behalf
of the Holders of all of the 2051 Notes waive any existing Default and its consequences under the Indenture with respect to the 2051
Notes except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the 2051 Notes held by a non-consenting
Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer
is required within 30 Business Days after becoming aware of any Default with respect to the 2051 Notes, to deliver to the Trustee a statement
specifying such Default and what action the Issuer proposes to take with respect thereto.


 


14.       AUTHENTICATION.
This 2051 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated
by the manual or electronic signature of the Trustee or Authenticating Agent.


 






    A-8 


     


    

 


15.       GOVERNING
LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE 2051 NOTES OF THIS SERIES.


 


16.       CUSIP
AND ISIN NUMBERS. The Issuer has caused CUSIP and ISIN numbers to be printed on the 2051 Notes of this series and the Trustee or Registrar
may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the 2051 Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


 


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


 


Aptiv PLC


5 Hanover Quay


Grand Canal Dock


Dublin 2, Ireland


Attention: Treasurer


 




    A-9 


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form
below:


 


(I) or (we) assign and transfer this
Note to: __________________________________________________________________________





(Insert assignee’s
legal name)


 


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


 


 


 


 


 


 


 


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


 


and irrevocably appoint


 


to transfer this Note on the books of
the Issuer. The agent may substitute another to act for him.


 


Date:                                                 


 


Your Signature:                                                                                





(Sign exactly as your
name appears

on the face of this Note)


 


 


 


Signature Guarantee*:                                                                    


 


 


 


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


 




    A-10 


     


    

SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE*


 


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


 


	









Date of Exchange
	

Amount of

decrease in

Principal

Amount of this Global Note
	

Amount of

increase in

Principal

Amount of this Global Note
	Principal

Amount of this Global Note

following such decrease or

increase
	



Signature of

authorized

officer of Trustee

or Custodian

	 	 	 	 	 
	 	 	 	 	 


 


 


 


 


 


 


____________________


 


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


 


 



    A-11