Exhibit 4.2


 





[Form of Note]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF
REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO AMPHENOL CORPORATION, AMPHENOL TECHNOLOGIES HOLDING GMBH OR ANY OF THEIR
SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO AMPHENOL
CORPORATION, AMPHENOL TECHNOLOGIES HOLDING GMBH AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS
ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION
OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO
PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY (OR ANY INTEREST HEREIN) CONSTITUTES THE ASSETS OF (A)
AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER
ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR
PROVISIONS UNDER ANY OTHER U.S. OR NON-U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS
OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE
THE ASSETS OF ANY OF THE FOREGOING DESCRIBED IN CLAUSES (A) AND (B) PURSUANT TO ERISA OR OTHERWISE (EACH OF THE FOREGOING DESCRIBED
IN CLAUSES (A), (B) AND (C) IS REFERRED TO HEREIN AS A “PLAN” OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY (OR
ANY INTEREST HEREIN) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.


 






     


     


    

 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE NOMINEE OF THE COMMON SAFEKEEPER (AS SUCH TERM IS
DEFINED IN THE INDENTURE) FOR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”) AND EUROCLEAR BANK
SA/NV (“EUROCLEAR” AND, TOGETHER WITH CLEARSTREAM, THE “ICSDS”). THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE NOMINEES OF THE COMMON SAFEKEEPER OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF
THIS NOTE AS A WHOLE BY THE COMMON SAFEKEEPER OR THE NOMINEE THEREOF TO THE NOMINEES OF THE COMMON SAFEKEEPER OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON SAFEKEEPER TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON SAFEKEEPER OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON SAFEKEEPER (AND ANY PAYMENT IS MADE TO THE COMMON SAFEKEEPER
OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON SAFEKEEPER), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF OR THE COMMON SAFEKEEPER,
HAS AN INTEREST HEREIN.


 






     


     


    

 


 


		 	ISIN/Common
    Code No.: [ · ] 
	No.
    [ · ]	 	€[ · ]




 


AMPHENOL
Technologies Holding GmbH


0.750% SENIOR NOTES DUE 2026


 


Amphenol
Technologies Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated
under the laws of the Federal Republic of Germany (the “Company”), for value received, promises to pay the person
whose name is entered in the register maintained by the Registrar in relation to the Notes (the “Register”)
the aggregate principal amount shown on the Register as being represented by the Notes, on May 4, 2026. This certifies that the
person whose name is entered in the Register is the duly registered holder of Notes in the aggregate principal amount of €500,000,000,
as such amount may be increased or decreased as indicated and endorsed on the schedule of increases or decreases attached to this
Note and reflected on the Register.


 


Interest Payment Date:
May 4.


 


Record
Date: The Business Day immediately preceding May 4.


 


Reference is made to
the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this
place.





 






     


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed by one of its duly authorized officers.


 


Dated:


 


	 	AMPHENOL Technologies Holding GmbH
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 



     


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the 0.750% Senior Notes due
2026 referred to in the within-mentioned Indenture.


 


	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	 
	 	By:	
	 	 	Authorized Officer
	 	 
	Dated:	
	 	EFFECTUATED
    for and on behalf of Clearstream Banking S.A. as Common
    Safekeeper, without recourse, warranty or liability
	 	 
	 	By:	
	 	 	Authorized Officer




 


 



     


     


    







 


(REVERSE OF NOTE)


 


AMPHENOL
Technologies Holding GmbH


0.750%
SENIOR NOTES DUE 2026


 


(1)    Interest.
Amphenol Technologies Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated
under the laws of the Federal Republic of Germany (the “Company”), for value received, promises to pay, until
the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a
rate of 0.750% per annum. Interest on the 0.750% Senior Notes due 2026 (the “Notes”) will accrue from and including
the most recent date to which interest has been paid or, if no interest has been paid, from and including May 4, 2020 to but excluding
the date on which interest is paid. Interest shall be payable in arrears on each May 4, beginning on May 4, 2021. Interest on the
Notes shall be calculated on the basis of the actual number of days in the period for which interest is being calculated and the
actual number of days from and including the last date on which interest was paid (or May 4, 2020, if no interest has been paid
on the Notes), to, but excluding, the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL
(ICMA) as defined in the rulebook of the International Capital Market Association. The Company shall pay interest on overdue principal
and on overdue interest (to the full extent permitted by law) at the rate borne by the Notes.


 


(2)    Method of
Payment. The Company will pay interest to those persons who were Holders of record at the close of business on the Business
Day immediately preceding each Interest Payment Date. Interest on the Notes will accrue from the date of original issuance or,
if interest has already been paid, from the date it was most recently paid. If any Interest Payment Date for the Notes falls on
a day that is not a Business Day, then payment of interest may be made on the next succeeding Business Day and no interest shall
accrue because of such delayed payment.


 


(3)    Paying Agent,
Registrar and Common Service Provider. Initially, The Bank of New York Mellon (the “Trustee”), will act
as a Registrar and The Bank of New York Mellon, London Branch will act as a Paying Agent. The Company may change any Paying Agent
or Registrar without notice to the Holders. The Company may act as Paying Agent or Registrar. Initially, The Bank of New York Mellon,
London Branch will act as Common Service Provider.


 


(4)    Indenture.
The Company issued the Notes under an Indenture dated as of May 4, 2020 (the “Indenture”) among the Company,
the Guarantor and the Trustee. This is one of an issue of Notes of the Company issued, or to be issued, under the Indenture. The
terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to
the Indenture for a statement of them. Capitalized and certain other terms used and not otherwise defined herein have the meanings
set forth in the Indenture.


 


(5)    Optional
Redemption. At any time and from time to time prior to February 4, 2026 (the date that is three months prior to the
Maturity Date of the Notes), the Company may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’
prior notice, at a price equal to the greater of:


 


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


 


(ii)       the
sum of the present values of the Remaining Scheduled Payments of the Notes being redeemed discounted to the Redemption Date
on an annual basis (ACTUAL/ACTUAL (ICMA)), at a rate equal to the applicable Comparable Government Bond Rate plus 25 basis
points, plus, in each case, unpaid interest on the Notes being redeemed accrued to, but excluding, the Redemption Date.


 






     


     


    

 


On or after February 4, 2026 (the date that
is three months prior to the Maturity Date of the Notes), the Notes will be redeemable in whole at any time or in part, from time
to time, at the option of the Company, upon at least 15 days’ but no more than 60 days’ prior notice, at a price equal
to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption
Date.


 


If the Redemption Date is on or after an
Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the person
in whose name the Note is registered at the close of business on such Interest Record Date, and no additional interest will be
payable to Holders whose Notes will be subject to redemption by the Company.


 


If (a) a Payor becomes or will become obligated
to pay Additional Amounts with respect to any Notes pursuant to Section 4.9 of the Indenture, as a result of any change in,
or amendment to, the laws or regulations of a Relevant Jurisdiction, or any change in the official interpretation or application
of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 28, 2020 (or, if
the applicable Relevant Jurisdiction became a Relevant Jurisdiction after April 28, 2020, such later date), and (b) such obligation
cannot be avoided by the Company taking reasonable measures available to the Company, the Company may at its option, having given
not less than 30 days’ notice to the Holders of the Notes (which notice shall be irrevocable), redeem all, but not a portion
of, the Notes in accordance with Section 3.8 of the Indenture.


 


(6) Redemption Procedures.
If the Company elects to redeem less than all of the Notes at any time, in the case of Notes issued in definitive form, the Trustee
will select Notes by lot on a pro rata basis (or, in the case of Global Notes, the Notes will be selected in accordance with the
applicable procedures of the relevant depositary (or in the case of a Note issued in the form of a Global Note under the New Safekeeping
Structure, the applicable procedures of the Common Safekeeper)) unless an alternative method of selection is otherwise required
by law or applicable stock exchange or depositary requirements. The Company will redeem Notes of €100,000 or less in whole
and not in part. For all purposes of the Indenture, unless the context otherwise requires, provisions of the Indenture that apply
to Notes called for redemption also apply to portions of Notes called for redemption.


 


(7) Notice of Redemption.
Notices of redemption shall be transmitted at least 15 but not more than 60 days before the Redemption Date to each Holder of Notes
to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to
that Note will state the portion of the principal amount thereof that is to be redeemed.


 


(8) Denominations,
Transfer, Exchange. The Notes shall be issuable only in fully registered form without coupons in denominations of €100,000
and any integral multiple of €1,000 in excess thereof. A Holder may transfer Notes in accordance with the Indenture.


 


(9) Persons Deemed
Owners. The ICSDs or any Common Safekeeper or their respective nominees will be treated by the Company, the Guarantor, the Trustee,
the Registrar, any Paying Agent or any agent of any of them as the absolute owner of the Global Note for all purposes whatsoever.


 






     


     


    

 


(10) Unclaimed Money.
If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money
back to the Company at its request or, if such money is then held by the Company for the benefit of the Holders, such money shall
be released from such trust. After that, Holders entitled to the money must look only to the Company for payment as general creditors
unless applicable abandoned property law designates another Person.


 


(11) Amendment, Supplement,
Waiver, Etc. The Company, the Guarantor and the Trustee may modify or amend the Indenture without the consent of any Holder to,
among other things, cure any ambiguity, omission, defect or inconsistency in the Indenture and to make any change that does not
adversely affect the rights of any Holder of the Notes in any material respect. Other amendments and modifications of the Indenture
or the Notes may be made by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority of the aggregate
principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of each of the Holders of the Notes
to be affected.


 


(12) Purchase of Notes
Upon a Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs, each Holder of Notes will have the right
to require that the Company repurchase all or any part (in denominations of €100,000 and integral multiples of €1,000
in excess thereof) of such Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture,
except that the Company shall not be obligated to repurchase the Notes pursuant to Section 4.11 of the Indenture in the event that
the Company has exercised the right to redeem all of the Notes as described in Section 3.7 of the Indenture. In the Change of Control
Offer, the Company will offer to purchase all of the Notes at a purchase price in cash in an amount equal to 101% of the principal
amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the rights
of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).


 


(13) Successor Entity.
When a successor entity assumes all the obligations of its predecessor under the Notes, the Guarantee and the Indenture, and the
transaction complies with the terms of Article V of the Indenture, the predecessor entity will, except as provided in Article V,
be released from those obligations.


 


(14) Defaults and Remedies.
Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default with
respect to the Notes (other than an Event of Default specified in Sections 6.1(f) and 6.1(g) of the Indenture) shall have occurred
and be continuing, the Trustee or the Holders of at least 25% in outstanding principal amount of the Notes may declare to be immediately
due and payable the principal amount of all Notes then outstanding, plus accrued but unpaid interest to the date of acceleration.
If an Event of Default specified in Sections 6.1(f) and 6.1(g) of the Indenture shall occur, such amount with respect to all the
Notes shall become automatically due and payable immediately without any further action or notice. The Trustee shall be under no
obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless
such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might
be incurred by it in compliance with such request or direction. Except in the case of a Default in the payment of principal, premium,
if any, or interest on any Note, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee
of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders.


 


(15) Trustee Dealings
with Company. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Company, the Guarantor, any Subsidiary or any Affiliate of the Company or the Guarantor thereof with the same rights it
would have if it were not Trustee.


 


 



     


     


    




(16)
No Recourse Against Others. A director, officer, employee or shareholder, as such, of the Company, the Guarantor or any
of the Guarantor’s Subsidiaries (including the Company) shall not have any liability for any obligations of the Company or
the Guarantor under the Notes, the Guarantee or the Indenture or for any claim based on, in respect of or by reason of such obligations
or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.


 


(17)
Discharge. All payments due shall be made to the Holder of this Global Note. The Company’s and the Guarantor’s
obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject
to the terms of the Indenture, upon the payment or cancellation of all the Notes or upon the irrevocable deposit with the Paying
Agent of cash in euro or German Government Obligations or a combination thereof, in such amounts as will be sufficient (without
consideration of any reinvestment of interest) to pay and discharge the entire indebtedness (including all principal and accrued
interest) on the Notes not theretofore delivered to the Trustee for cancellation. The Company shall cause the details of any redemption,
payment, purchase or cancellation to be entered in the records of the ICSDs.


 


(18) Guarantees. The
Company’s obligations under the Notes are fully and unconditionally guaranteed, to the extent set forth in the Indenture,
by the Guarantor.


 


(19) Authentication.
This Note shall not be valid until the Trustee manually or electronically signs the certificate of authentication on this Note
(and, in the case of a Note issued in the form of a Global Note under the New Safekeeping Structure, until such Global Note is
effectuated by the Common Safekeeper by a manual or facsimile signature of an authorized signatory thereof).


 


(20) Effectuation.
This Note shall not be valid for any purposes until it has been effectuated for or on behalf of the Common Safekeeper.


 


(21)
Governing Law. THE INDENTURE, THE NOTES AND THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


 


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


 


Amphenol Technologies Holding GmbH


c/o Amphenol Corporation

358 Hall Avenue

Wallingford, Connecticut 06492

Attention: General Counsel

Facsimile: (203) 265-8827


 


with a copy to:


 


Amphenol Corporation

358 Hall Avenue

Wallingford, Connecticut 06492

Attention: General Counsel

Facsimile: (203) 265-8827


 


and


 


Latham & Watkins LLP


200 Clarendon Street


Boston, Massachusetts 02116

Attention: Wesley Holmes, Esq.


Facsimile: (617) 948-6001


 


 



     


     


    




 





ASSIGNMENT FORM


 


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


 


 





(Insert assignee’s legal name)


 





(Insert assignee’s social security
or tax I.D. number)


 





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


 


and irrevocably appoint:


 





as Agent to transfer this Note on the books of the Company.
The Agent may substitute another to act for him.


 


[Check One]


 


		 ̈	(a) This Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as
amended, provided by Rule 903 or Rule 904 under the Securities Act of 1933, as amended.



or


 


		 ̈	(b) This Note is being transferred other than in accordance with clause (a) above and documents are being furnished to the
Registrar which comply with the conditions of transfer set forth in this Note and the Indenture.



 


If none of the foregoing boxes is checked,
the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless
and until the conditions to any such transfer of registration set forth herein and in Sections 2.18 and 2.19 of the Indenture shall
have been satisfied.


 


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


 






     


     


    

 


SIGNATURE GUARANTEE


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE
IS CHECKED


 


The transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act of 1933, as amended and, accordingly, the transferor hereby
further certifies that (i) the transfer is not being made to a person in the United States and (x) at the time the buy order was
originated, the transferee was outside the United States or such transferor and any Person acting on its behalf reasonably believed
and believes that the transferee was outside the United States or (y) the transaction was executed in, on or through the facilities
of a designated offshore securities market and neither such transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements
of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration
of the restricted period under Regulation S, the transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an initial purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or certificated Note will be subject to the restrictions on transfer enumerated on the Regulation
S Notes and/or the certificated Note and in the Indenture and the Securities Act.


 


	 	 	 	 
	Date:		 	
	 	 	 	NOTICE: To be executed by an executive officer


 









     


     


    

 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES


 


This certificate relates to €                                                            principal amount of Notes
held in definitive form by the undersigned.


 


The undersigned has requested the Trustee by written order to
exchange or register the transfer of a Note or Notes.


 


In connection with any transfer of any of the Notes evidenced
by this certificate occurring prior to the expiration of the Distribution Compliance Period referred to in Regulation S under
the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


 ̈    (1) to the
Company; or


 


 ̈    (2)   to
the Registrar for registration in the name of the Holder, without transfer; or


 


 ̈    (3)   pursuant
to an effective registration statement under the Securities Act of 1933; or


 


 ̈   
(4)   outside the United States in an offshore transaction within the meaning of Regulation S under the Securities
Act in compliance with Rule 904 under the Securities Act of 1933; or


 


 ̈    (5)
pursuant to another available exemption from registration provided by Rule 144


under the Securities Act of 1933.


 


Unless one of the boxes is checked, the Trustee will refuse
to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof;
provided, however, that if box (4) or (5) is checked, the Trustee may require, prior to registering any such transfer
of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933.


 


	Date:	                                                                           	Your Signature:	
	 	 	 	 	(Sign exactly
    as your name appears on the face of this Note)
	Signature Guarantee*:	
	 	Signature
    must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable
    to the Trustee







 






     


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.11 (Change of Control) of the Indenture, check the box:


 


 ̈    Change of
Control


 


If
you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.11 of the Indenture, state the principal
amount you elect to have purchased (in denominations of €100,000 and integral multiples of €1,000 in excess
thereof): €


 


	Date:	                                                                           	Your Signature:	
	 	 	 	 	(Sign exactly as your name appears on the face of this Note)
	Signature Guarantee*:	
	 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor
acceptable to the Trustee








 






     


     


    

 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases 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 signatory of Trustee or Common Service Provider to the ICSDs
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


* This Schedule of Increases or Decreases in Global Note is
for informational purposes only and the records of the ICSDs shall be controlling.