Exhibit 4.2


 


 


CDK Global, Inc.,
 Issuer,  


 


 and  


 


U.S. Bank Trust Company,
National Association,
 Trustee


 





 



 


FIRST SUPPLEMENTAL INDENTURE


 


 






 





Dated as of May 3, 2022


 


 






 





4.875% Senior Notes due 2027



 


 






     


     


    

 


FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”), dated as of May 3, 2022, between CDK Global, Inc., a Delaware corporation (the “Company”),
and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee under the Indenture
referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture dated as of May 15, 2017 (the “Indenture”), between the Company and the Trustee, pursuant
to which the Company’s 4.875% Senior Notes due 2027 (the “Notes”) were issued;


 


WHEREAS, the Company has entered into the Agreement
and Plan of Merger, dated April 7, 2022, by and among the Company, Central Parent LLC and Central Merger Sub Inc. (“Merger Sub”),
as amended from time to time (the “Merger Agreement”);


 


WHEREAS, in connection with the transactions contemplated
in the Merger Agreement, the Company has offered to purchase for cash any and all outstanding Notes (the “Tender Offer”) pursuant
to the Offer to Purchase and Consent Solicitation Statement dated April 20, 2022, as amended or supplemented from time to time (the “Statement”);


 


WHEREAS, in connection with the Tender Offer,
the Company has requested that Holders of the Notes deliver their consents with respect to the deletion of certain provisions of the Indenture;


 


WHEREAS, Section 9.02 of the Indenture provides
that, subject to certain exceptions inapplicable hereto, the Company and the Trustee may amend or supplement the Indenture and the Notes
with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without
limitation, consents obtained in connection with a tender offer for the Notes);


 


WHEREAS, the Holders of a majority in aggregate
principal amount of the Notes outstanding have duly consented to the proposed modifications set forth in this First Supplemental Indenture
in accordance with Section 9.02 of the Indenture;


 


WHEREAS, the Company has heretofore delivered
or is delivering contemporaneously herewith to the Trustee (i) evidence of the written consent of the Holders set forth in the immediately
preceding paragraph and (ii) the Officer’s Certificate and the Opinion of Counsel described in Section 9.06 of the Indenture; and


 


WHEREAS, all conditions necessary to authorize
the execution and delivery of this First Supplemental Indenture and to make this First Supplemental Indenture valid and binding have been
complied with or have been done or performed.


 


NOW, THEREFORE, in consideration of the foregoing
and notwithstanding any provision of the Indenture which, absent this First Supplemental Indenture, might operate to limit such action,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


ARTICLE I



AMENDMENT OF INDENTURE


 


Section 1.1Amendments.


 


(a)       Subject
to Section 2.1 hereof, on the Operative Date (as defined herein) the Indenture is hereby amended by deleting in their entireties Sections
4.03, 4.04, 4.05 and 4.06 and Article 5 of the Indenture. Effective as of the date hereof, none of the Company, the Trustee or other parties
to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under such Sections or Article, and such Sections
or Article shall not be considered in determining whether an Event of Default has occurred or whether the Company has observed, performed
or complied with the provisions of the Indenture.


 






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(b)       Subject
to Section 2.1 hereof, on the Operative Date Section 4.02 of the Indenture is hereby amended and restated to read, in its entirety, as
follows:


 


“Section 4.02. Rule 144A Information.


 


The Company shall comply with the provisions of
TIA § 314(a).


 


(c)       Subject
to Section 2.1 hereof, on the Operative Date Section 6.01 of the Indenture is hereby amended and restated to read, in its entirety, as
follows:


 


“Section 6.01. Events of Default.


 


An “Event of Default” occurs
if:


 


		(1)	the Company defaults in any payment of interest on any Security when the same becomes due and payable, and such default continues
for a period of 30 days; or



 


		(2)	the Company defaults in the payment of the principal of any Security when the same becomes due and payable at its Stated Maturity,
upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise.”



 


(d)       Subject
to Section 2.1 hereof, on the Operative Date Section 8.02(1) of the Indenture is hereby amended and restated to read, in its entirety,
as follows:


 


		“(1)	the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and
interest on the Securities to maturity or redemption, as the case may be; provided that upon any redemption that requires the payment
of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited
with the Trustee equal to the Applicable Premium calculated by the Company as of the date of the notice of redemption, with any deficit
as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;”



 


Section 1.2Amendments to Definitions and
Section References.


 


(a)       Subject
to Section 2.1 hereof, on the Operative Date the Indenture is hereby amended by deleting any definitions from the Indenture with respect
to which references have been eliminated as a result of the amendments to the Indenture pursuant to Section 1.1 hereof.


 


(b)       Subject
to Section 2.1 hereof, on the Operative Date the Indenture is hereby amended by deleting therefrom any references to sections or articles
of the Indenture which have been deleted as a result of the amendments to the Indenture pursuant to Section 1.1 hereof.


 


ARTICLE II



MISCELLANEOUS PROVISIONS


 


Section 2.1Effect of First Supplemental
Indenture.


 


This
First Supplemental Indenture shall become a binding agreement between the parties hereto and effective when executed by the parties hereto.
Notwithstanding the foregoing sentence, if and when Notes are accepted for purchase by the Company pursuant to the Tender Offer, the amendments
to the Indenture set forth herein shall become operative only at the time and date (the “Operative Date”) at which (i) the
merger of Merger Sub with and into the Company has been consummated in accordance with the Merger Agreement and (ii) the Notes representing
the delivery of consents pursuant to, and subject to the terms and conditions set forth in, the Statement by registered holders of the
outstanding Notes of at least a majority of the outstanding aggregate principal amount of the Notes that are validly tendered (and not
validly withdrawn at or prior to 5:00 p.m., New York City time, on May 3, 2022, unless extended pursuant to, and subject to the
terms and conditions set forth in, the Statement) are accepted for purchase by the Company pursuant to, and subject to the terms and conditions
set forth in, the Statement. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect
and are hereby confirmed in all respects. From and after the Operative Date, all references to the Indenture (whether in the Indenture
or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by
this First Supplemental Indenture.


 






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Section 2.2Governing Law.


 


THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE.


 


Section 2.3No Representations by Trustee.


 


The recitals contained herein shall be taken as
the statement of the Company, and the Trustee assumes no responsibility for the correctness or completeness of the same.


 


Section 2.4Counterparts.


 


This First Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but such counterparts shall constitute but one and the same instrument.


 


[Signature Page Follows]


 






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


 


	 	CDK GLOBAL, INC., as Issuer
	 	 
	 	By:	/s/ Lee Brunz
	 	 	Name:	Lee Brunz
	 	 	Title:	Executive Vice President, General Counsel and Secretary


 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Andrea Harris
	 	 	Authorized Signatory


 


[Signature Page to 2027 Notes Supplemental Indenture]