Exhibit 4.4

Execution Version

SYSCO CORPORATION

AND SYSCO HOLDINGS CORPORATION,

as Issuers,

THE GUARANTORS NAMED HEREIN,

as Guarantors,

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 6, 2026

to

INDENTURE

Dated as of October 6, 2026

Relating to

€1,000,000,000 6.000% Junior Subordinated Notes due 2056

TABLE OF CONTENTS

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of October 6, 2026 (this “First Supplemental Indenture”), among SYSCO CORPORATION, a Delaware corporation (“Sysco Corporation”), SYSCO HOLDINGS CORPORATION, a Delaware corporation (“Sysco Holdings” and, together with Sysco Corporation, the “Issuers,” and each, an “Issuer”), the INITIAL GUARANTORS named on Schedule I hereto and any other Subsidiary that provides a guarantee (each, a “Guarantor,” and collectively, the “Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee and Security Registrar (herein called the “Trustee”), to the Base Indenture (as defined below).

RECITALS

WHEREAS, the Issuers and the guarantors party thereto have heretofore executed and delivered to the Trustee an Indenture, dated as of October 6, 2026 (the “Base Indenture” and, together with this First Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of their junior subordinated notes and other evidences of junior subordinated debt securities, to be issued in one or more series as therein provided;

WHEREAS, pursuant to the terms of the Base Indenture, on the date hereof, the Issuers desire to provide for the establishment of a series of junior subordinated notes to be known as the 6.000% Junior Subordinated Notes due 2056 (the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and herein;

WHEREAS, the Notes will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest on an unsecured, subordinated and junior basis by each of the Guarantors for the benefit of the Holders of the Notes;

WHEREAS, the conditions set forth in the Base Indenture for the execution and delivery of this First Supplemental Indenture have been met; and

WHEREAS, each Issuer and each Guarantor has requested and hereby requests that the Trustee join with it in the execution and delivery of this First Supplemental Indenture, and all acts and requirements necessary to make this First Supplemental Indenture a legal, valid and binding agreement of the parties, in accordance with its terms, and a valid supplement to, the Base Indenture with respect to the Notes have been done and performed.

WITNESSETH:

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes, as follows:

Article One

Definitions and Other Provisions of General Application

Section 1.01          References. Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture. References in this First Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this First Supplemental Indenture unless otherwise specified.

Section 1.02          Definitions. For purposes of this First Supplemental Indenture, the following terms have the meanings ascribed to them as follows:

“Additional Amounts” has the meaning provided in ‎Section 4.01.

“Additional Interest” means any interest accruing on any Deferred Interest as described in Section 2.05.

“Additional Notes” means any additional Notes that may be issued from time to time pursuant to ‎Section 2.01(b).

“Adjustment Spread” means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser determines and which is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to Holders of the Notes as a result of the replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

(i)             in the case of a Successor Rate, is formally recommended, or formally provided as an option for parties to adopt, in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body;

(ii)            in the case of an Alternative Rate (or in the case of a Successor Rate where (i) above does not apply), is in customary market usage in the international debt capital markets for transactions which reference the Original Reference Rate, where such rate has been replaced by the Alternative Rate (or, as the case may be, the Successor Rate); or

(iii)           if no such recommendation or option has been made (or made available), or the Independent Adviser determines there is no such spread, formula or methodology in customary market usage, the Independent Adviser, acting in good faith, determines to be appropriate.

“Alternative Rate” means, in the absence of Successor Rate, an alternative benchmark or screen rate that the Independent Adviser determines as described herein is in customary market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) for a commensurate interest period (if there is such a customary market usage at such time) and in the same currency as the Notes.

“Benchmark Event” means, with respect to the Original Reference Rate:

(i)             the Original Reference Rate ceasing to be published for a period of at least five Business Days or ceasing to exist;

(ii)            the later of (a) the making of a public statement by the administrator of the Original Reference Rate that it will, on or before a specified date, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate) and (b) the date falling six months prior to the specified date referred to in (ii)(a);

(iii)           the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been permanently or indefinitely discontinued;

(iv)           the later of (a) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate will, on or before a specified date, be permanently or indefinitely discontinued and (b) the date falling six months prior to the specified date referred to in (iv)(a);

(v)            the making of a public statement by the supervisor of the administrator of the Original Reference Rate that means the Original Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case within the following six months;

(vi)           it has, or will prior to the next Reset Interest Determination Date, become unlawful for the Issuers, the party responsible for determining the interest rate (being the Calculation Agent) or any Paying Agent to calculate any payment due to be made to any holder of a Note using the Original Reference Rate (including, without limitation, under Regulation (EU) 2016/1011 (the “Benchmarks Regulation”), if applicable);

(vii)          that a decision to withdraw the authorization or registration pursuant to Article 35 of the Benchmarks Regulation of any benchmark administrator previously authorized to publish such Original Reference Rate has been adopted; or

(viii)         the making of a public statement by the supervisor of the administrator of the Original Reference Rate that, in the view of such supervisor, such Original Reference Rate is no longer representative of an underlying market or its methodology has materially changed.

“Base Indenture” has the meaning provided in the Recitals.

“Business Day” means any day that is not a Saturday or Sunday and (i) is neither a legal holiday nor a day on which banking institutions in The City of New York, New York, United States or the City of London, United Kingdom are authorized or required by law, regulation or executive order to close, and (ii) a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the T2 system), or any successor thereto, operates.

“Calculation Agent” means, at any time, the Person appointed by the Issuers and serving as such agent with respect to the Notes at such time, which may be an Issuer or any of its Affiliates.

“Clearstream” means Clearstream Banking, S.A., or any successor thereto.

“Common Depositary” means any Person acting as the Common Depositary for Euroclear and Clearstream, which initially shall be U.S. Bank Europe DAC, UK Branch until a successor Common Depositary, if any, shall have become such, and thereafter, “Common Depositary” shall mean or include each Person who is then a Common Depositary hereunder.

“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, the German government bond (Bundesanleihe) selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to the next succeeding Par Call Date to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities of a comparable maturity to the remaining term of the Notes to the next succeeding Par Call Date.

“Comparable Government Bond Price” means, with respect to any redemption date, (i) the arithmetic average of the Reference Government Bond Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or (ii) if the Issuers obtain fewer than four such Reference Government Bond Dealer Quotations, the arithmetic average of all such quotations.

“Comparable Government Bond Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), on the third Business Day prior to the date fixed for redemption, calculated in accordance with customary financial practice in pricing new issues of comparable corporate debt securities paying interest on an annual basis (ACTUAL/ACTUAL (ICMA)) of the Comparable Government Bond, assuming a price for the Comparable Government Bond (expressed as a percentage of its principal amount) equal to the Comparable Government Bond Price for such redemption date.

“Deferred Interest” means all or any part of the current and accrued interest otherwise due on the Notes the payment of which has been deferred by the Issuers pursuant to ‎Section 2.05.

“Euroclear” means Euroclear Bank S.A./N.V., or any successor thereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Par Call Date” means July 8, 2032.

“First Reset Date” means October 6, 2032.

“First Step-Up Date” means October 6, 2037.

“First Supplemental Indenture” has the meaning provided in the Preamble.

“Five-year Swap Rate” means, in relation to a Reset Date and the related Reset Interest Determination Date, the mid-swap reference rate for a term of five years as displayed on the Reset Screen Page at 11:00 a.m. (Frankfurt time) on the applicable Reset Interest Determination Date. In the event that such rate does not appear on the Reset Screen Page on the relevant Reset Interest Determination Date at approximately that time, the Five-year Swap Rate will be the Reset Reference Bank Rate. If the Reset Reference Bank Rate is unavailable or the Calculation Agent determines that no Reference Bank is providing offered quotations, the Five-year Swap Rate will be equal to the last Five-year Swap Rate available on the Reset Screen Page as determined by the Calculation Agent.

“Guarantor” has the meaning provided in the Preamble.

“Indenture” has the meaning provided in the Recitals.

“Independent Adviser” means an independent financial institution of international repute or an independent adviser of recognized standing with appropriate expertise, appointed by the Issuers at their own expense as described herein.

“Independent Investment Banker” means one of the Reference Government Bond Dealers selected by the Issuers.

“Initial Interest Rate” means 6.000% per annum.

“Initial Margin” means 2.554%.

“Initial Notes” means the aggregate principal amount of the Notes issued on the date hereof, as specified in ‎Section 2.01.

“Interest Payment Date” has the meaning provided in ‎Section 2.04.

“JRD Acquisition Transactions” means the mergers and the other transactions contemplated under the Merger Agreement.

“Make-Whole Spread” means 0.450%.

“Market Exchange Rate” means, with respect to the conversion of euro into U.S. dollars on any date, the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate determined by the Issuers in their sole discretion on the basis of the most recently available market U.S. dollar/euro exchange rate.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of March 30, 2026, as may be amended from time to time, by and among Sysco Corporation, Sysco Holdings, Slider Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub 3, LLC, a Delaware limited liability company and wholly-owned subsidiary of Sysco Holdings, JRD Unico, Inc., a Delaware corporation, Warehouse Realty, LLC, a Delaware limited liability company, and Ki Atlantic Holdings Limited (as holder representative).

“Mid-Swap Rate Quotations” means, in relation to any Reset Period, the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating interest rate swap in euro which (i) has a term equal to the relevant Reset Period, (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market, and (iii) has a floating leg based on the 6-month EURIBOR rate (calculated on an Act/360 day count basis).

“Notes” has the meaning provided in the Recitals. For the avoidance of doubt, “Notes” shall include any Additional Notes.

“Optional Deferral Period” has the meaning provided in Section 2.05.

“Par Call Date” has the meaning provided in Section 3.01(c).

“Rating Agency” means any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (or any successor provision thereto) that then publishes a rating for the Parent Entity, together with any successor thereto.

“Rating Agency Event” means, as of any date, a change, clarification or amendment in the methodology in assigning equity credit to securities such as the Notes published by any Rating Agency, (a) as such methodology was in effect on September 22, 2026, in the case of any Rating Agency that published a rating for the Issuers as of September 22, 2026, or (b) as such methodology was in effect on the date such Rating Agency first published a rating for the Issuers, in the case of any Rating Agency that first publishes a rating for the Issuers after September 22, 2026 (in the case of either clause (a) or (b), the “current methodology”), that results in (i) any shortening of the length of time for which a particular level of equity credit pertaining to the Notes by such Rating Agency would have been in effect had the current methodology not been changed or (ii) a lower equity credit (including up to a lesser amount) being assigned by such Rating Agency to the Notes as of the date of such change, clarification or amendment than the equity credit that would have been assigned to the Notes by such Rating Agency had the current methodology not been changed.

“Reference Bank” means a leading swap dealer in the interbank market selected by the Issuers in consultation with the Calculation Agent.

“Reference Government Bond Dealer” means (i) each of Goldman Sachs & Co. LLC, TD Global Finance unlimited company, Merrill Lynch International, J.P. Morgan Securities plc and Wells Fargo Securities International Limited or any of their affiliates that are primary European government securities dealers, and their respective successors; provided that if any of the foregoing or any of their affiliates shall cease to be a primary European government securities dealer (“Primary Dealer”), the Issuers shall substitute therefor another Primary Dealer and (ii) two other Primary Dealers selected by the Issuers.

“Reference Government Bond Dealer Quotations” means, with respect to each Reference Government Bond Dealer and any redemption date, the arithmetic average, as determined by the Issuers, of the bid and asked prices for the Comparable Government Bond (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuers by such Reference Government Bond Dealer at 11:00 a.m., Central European Time (CET), on the third Business Day preceding such redemption date.

“Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable):

(i)             the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or

(ii)            any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.

“Remaining Scheduled Payments” means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption as if such Note matured on the applicable Par Call Date; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced (solely for the purposes of this calculation) by the amount of interest accrued thereon to such Redemption Date.

“Reset Date” means the First Reset Date and October 6 of every fifth year thereafter.

“Reset Interest Determination Date” means, in respect of any Reset Period, the day falling two Business Days prior to the first day of such Reset Period.

“Reset Period” means the period from, and including, the Reset Date, to, but excluding, the next following Reset Date, and thereafter each period from, and including, a Reset Date, to, but excluding, the next following Reset Date.

“Reset Reference Bank Rate” means the percentage rate determined on the basis of the Mid-Swap Rate Quotations for a term of five years provided by at least four Reference Banks to the Calculation Agent at approximately 11:00 a.m. (Frankfurt time) on the Reset Interest Determination Date. If at least three quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If two quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of the quotations. If one quotation is provided, the Reset Reference Bank Rate will be such quotation.

“Reset Screen Page” means Reuters screen “ICESWAP2 / EURFIXA” (or such other page as may replace such page on Reuters or such other page as may be determined by the Issuers in consultation with the Calculation Agent for the purposes of displaying comparable rates).

“Second Step-Up Date” means October 6, 2052.

“Special Mandatory Redemption Date” means any Business Day that is no later than the 10^th Business Day following the date of any Special Mandatory Redemption Event, which will be specified in the notice of special mandatory redemption sent to Holders of the Notes.

“Special Mandatory Redemption Event” means the earliest to occur of: (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the Trustee in writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions or (iii) Sysco Corporation notifies the Trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD Acquisition Transactions.

“Special Mandatory Redemption Price” means a price equal to 101% of the aggregate principal amount of the Notes being redeemed on the Special Mandatory Redemption Date, plus accrued and unpaid interest on the principal amount of such Notes to, but excluding, the Special Mandatory Redemption Date.

“Successor Rate” means a successor to or replacement of the Original Reference Rate that is formally recommended by any Relevant Nominating Body. If, following a Benchmark Event, more than one successor or replacement rates are recommended by any Relevant Nominating Body, the Independent Adviser will determine, among those successor or replacement rates, the one that is the most appropriate, taking into consideration, without limitation, the particular features of the Notes.

“Substantial Repurchase Event” means that, prior to the giving of the applicable notice of redemption, an Issuer has repurchased and cancelled Notes equal to or in excess of 75% of the aggregate principal amount of the Initial Notes.

“Tax Deductibility Event” means, with respect to the Notes, the Issuers have received an opinion of a nationally recognized accounting firm or counsel experienced in such tax matters to the effect that, as a result of (a) any amendment to, clarification of, or change (including any announced prospective change) in the laws or treaties of the United States or any of its political subdivisions or taxing authorities, or any regulations under such laws or treaties, (b) any judicial decision or any official administrative pronouncement, ruling, regulatory procedure, notice or announcement (including any notice or announcement of intent to issue or adopt any administrative pronouncement, ruling, regulatory procedure or regulation), (c) any amendment to, clarification of, or change in the official position or the interpretation of any administrative action or judicial decision or any interpretation or pronouncement that provides for a position with respect to an administrative action or judicial decision that differs from the theretofore generally accepted position, in each case by any legislative body, court, governmental authority or regulatory body, irrespective of the time or manner in which such amendment, clarification or change is introduced or made known, or (d) any threatened challenge asserted in writing in connection with an audit of the Issuers or any of their subsidiaries, or a publicly-known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes, which amendment, clarification, or change is effective, or which administrative action is taken or which judicial decision, interpretation or pronouncement is issued or threatened challenge is asserted or becomes publicly-known, in each case after September 22, 2026, there is more than an insubstantial risk that interest payable by the Issuers on the Notes is not deductible, or within 90 days would not be deductible, in whole or in part, by the Issuers for United States Federal income tax purposes.

“Tax Withholding Event” means that, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after September 22, 2026, the Issuers or a Guarantor becomes or, based upon a written opinion of independent counsel selected by the Issuers, will become obligated to pay Additional Amounts with respect to the Notes.

“Trustee” has the meaning provided in the Preamble.

“United States person” means (i) any individual who is a citizen or resident of the United States of America (the “United States”) for U.S. federal income tax purposes, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United States person for U.S. federal income tax purposes), (iii) any estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a U.S. court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or if a valid election is in place to treat the trust as a United States person.

Article Two

General Terms and Conditions of the Notes

Section 2.01          Designation and Principal Amount.

(a)           The 6.000% Junior Subordinated Notes due 2056 are hereby authorized and designated as a series of Securities under the Base Indenture. The Notes may be authenticated and delivered under the Indenture in an unlimited aggregate principal amount. The Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate principal amount of €1,000,000,000. The amount shall be set forth in the Issuer Order for the authentication and delivery of the Notes pursuant to Section 303 of the Base Indenture. The Notes will be unsecured, junior subordinated obligations of the Issuers and will rank equally in right of payment with all of the Issuers’ other existing and future unsecured, junior subordinated indebtedness from time to time outstanding that ranks equally in right of payment with the Notes, and will be subordinate and junior in right of payment to all Senior Indebtedness of the Issuers to the extent and in the manner provided in Article XVII (Subordination of Securities and Guarantees) of the Base Indenture.

(b)          The Issuers may from time to time, without notice to or the consent of the Holders of the Notes, create and issue Additional Notes ranking equally and ratably with the Notes in all respects, or in all respects except for the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such Additional Notes; provided that if such Additional Notes are not fungible for U.S. federal income tax purposes with the Notes, such Additional Notes will have a different “CUSIP”, “ISIN”, “Common Code” and/or any other identifying number. Such Additional Notes will have the same terms as to status, redemption or otherwise as the Notes, and will vote together as one class on all matters with respect to the Notes.

Section 2.02          Maturity. Unless an earlier redemption has occurred, the principal amount of the Notes shall mature and be due and payable, together with any accrued and unpaid interest thereon, on October 6, 2056. If the maturity date of the Notes falls on a day that is not a Business Day, payment of principal, premium, if any, and interest for the Notes then due will be paid on the next succeeding Business Day. No interest on that payment will accrue from and after the maturity date.

Section 2.03          Form and Payment.

(a)          The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form of Exhibit A, which form is hereby incorporated in and made a part of this First Supplemental Indenture.

(b)          The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture, and the Issuers and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

(c)          The Notes will be issued in the form of one or more Global Notes in registered form, without interest coupons and only in minimum denominations of €100,000 in principal amount and any integral multiples of €1,000 in excess thereof. The Global Notes representing the Notes will be deposited with, or on behalf of, the Common Depositary and will be registered in the name of the Common Depositary or a nominee of the Common Depositary. No Global Note may be transferred except as a whole by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Common Depositary, or by the Common Depositary or such nominee to a successor of the Common Depositary or a nominee of such successor.

(d)          Additional provisions relating to the Initial Notes, Additional Notes and any other Notes issued under this First Supplemental Indenture are set forth in Appendix A, which is hereby incorporated in and made a part of this First Supplemental Indenture.

Section 2.04          Interest.

(a)           Interest on the Notes will be payable annually in arrears on October 6 of each year, beginning on October 6, 2027 (each, an “Interest Payment Date”). Interest on the Notes shall accrue:

(i)             from, and including, the original issuance date to, but excluding, the First Reset Date, at the Initial Interest Rate;

(ii)            from, and including, the First Reset Date, to, but excluding, the First Step-Up Date, at a rate per annum equal to the Five-year Swap Rate as of the Reset Interest Determination Date for such Reset Period plus the Initial Margin;

(iii)           during each Reset Period, from, and including, the First Step-Up Date to, but excluding, the Second Step-Up Date, and each Reset Period thereafter, at a rate per annum equal to the Five-year Swap Rate as of the Reset Interest Determination Date for such Reset Period plus the Initial Margin plus 0.250%; and

(iv)           during each Reset Period, from, and including, the Second Step-Up Date, and each Reset Period thereafter, at a rate per annum equal to the Five-year Swap Rate as of the Reset Interest Determination Date for such Reset Period plus the Initial Margin plus 1.000%;

provided that, the interest rate during any Reset Period will not reset below zero.

(b)          Subject to the Issuers’ right to defer interest payments pursuant to ‎Section 2.05, interest on the Notes will be payable to the Holders in whose names the Notes are registered at the close of business on the applicable record date. So long as the Notes remain in book-entry only form, the record date for each Interest Payment Date will be the close of business on the Business Day immediately preceding the applicable Interest Payment Date. If the Notes are not in book-entry only form, the record date for each Interest Payment Date will be the close of business on the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date.

(c)          The applicable interest rate for each Reset Period will be determined by the Calculation Agent, as of the applicable Reset Interest Determination Date. Unless the Issuers have validly called all of the Outstanding Notes for redemption on a Redemption Date occurring on or prior to the Reset Date, the Issuers will appoint a Calculation Agent for the Notes prior to the Reset Interest Determination Date immediately preceding such Reset Date; provided that, if the Issuers have called all of the Outstanding Notes for redemption on a Redemption Date occurring on or prior to a Reset Date, but the Issuers do not redeem all of the Outstanding Notes on such Redemption Date, the Issuers will appoint a Calculation Agent for the Notes as promptly as practicable after such proposed Redemption Date. The Issuers may terminate any such appointment and may appoint a successor Calculation Agent at any time and from time to time (so long as there will always be a Calculation Agent in respect of the Notes when so required). Promptly upon such determination, the Calculation Agent will notify the Issuers of the interest rate for the Reset Period, and the Issuers will promptly notify, or cause the Calculation Agent to promptly notify, the Trustee and each Paying Agent of such interest rate. The Calculation Agent’s determination of any interest rate, and its calculation of the amount of interest for any Reset Period, will be final and binding in the absence of manifest error. The Calculation Agent’s determination of any interest rate, and its calculation of the amount of interest for any Reset Period beginning on or after a Reset Date for the Notes will be on file at the Issuers’ principal offices and will be made available to any Holder or beneficial owner of the Notes upon request.

(d)          Interest on the Notes will accrue from and including October 6, 2026 to, but excluding, the first Interest Payment Date and then from and including the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date, Redemption Date or maturity date, as the case may be. 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 on the Notes (or October 6, 2026 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date (ACTUAL/ACTUAL (ICMA), as defined in the rulebook of the International Capital Market Association). If any Interest Payment Date or other payment date, Redemption Date or maturity date for the Notes is not a Business Day, then payment of principal, premium, if any, and interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest on such payment shall accrue on that payment for the period from and after that Interest Payment Date or other payment date, Redemption Date or maturity date, as the case may be, to the date of that payment on the next succeeding Business Day.

(e)          All references in the Indenture to the payment of accrued and unpaid interest thereon to, but excluding, a certain date shall be subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date except that, if the Redemption Date for any Notes falls on any day during an Optional Deferral Period, accrued and unpaid interest on the Notes to be redeemed will be paid on such Redemption Date to the Holders entitled to receive the Redemption Price of such Notes.

(f)           If a Benchmark Event occurs in relation to the Five-year Swap Rate or any component part thereof (the “Original Reference Rate”) when any interest rate with respect to the Notes remains to be determined by reference to the Original Reference Rate, the Issuers shall use reasonable efforts to appoint an Independent Adviser, as soon as reasonably practicable (provided that such appointment need not be made effective earlier than 30 days prior to the first date on which the Original Reference Rate is to be used to determine any interest rate), to determine a Successor Rate, or, in the absence of a Successor Rate, an Alternative Rate, and, in either case, an Adjustment Spread and any Benchmark Conforming Changes. In making such determination, the Independent Adviser shall act in good faith and in a commercially reasonable manner as an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuers, the Paying Agent or the Holders of the Notes for any determination made by it and for any advice given to the Issuers in connection with any determination made by it.

(i)             If the Independent Adviser determines in good faith that:

(1)             there is a Successor Rate, then such Successor Rate shall (subject to application of the Adjustment Spread provisions described below) subsequently be used in place of the Original Reference Rate to determine the relevant interest rate (or the relevant component part(s) thereof) for all relevant future payments of interest on the Notes (subject to the further operation of the provisions of this ‎Section 2.04(f)); or

(2)             there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to the application of the Adjustment Spread provisions described below) subsequently be used in place of the Original Reference Rate to determine the relevant interest rate (or the relevant component part(s) thereof) for all relevant future payments of interest on the Notes (subject to the further operation of the provisions of this ‎Section 2.04(f)).

(ii)            If the Independent Adviser determines in good faith (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be) for each subsequent determination of a relevant interest rate (or a relevant component part thereof) by reference to such Successor Rate or Alternative Rate (as applicable). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread.

(iii)           If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with the provisions described in this ‎Section 2.04(f) and the Independent Adviser determines in good faith (A) that amendments to the terms and conditions of the Notes are strictly necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the “Benchmark Conforming Changes”) and (B) the terms of the Benchmark Conforming Changes, then the Issuers shall, subject to giving notice thereof, without any requirement for the consent or approval of Holders of the Notes, vary the terms and conditions of the Notes to give effect to such Benchmark Conforming Changes with effect from the date specified in such notice. In connection with any such variation in the terms and conditions of the Notes, the Issuers shall comply with applicable laws and the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.

(iv)           The Issuers will promptly notify the Trustee, the Calculation Agent, the Paying Agent and the Holders of the Notes of any Successor Rate, Alternative Rate, Adjustment Spread and Benchmark Conforming Changes.

(v)            Notwithstanding any other provision of this Section 2.04(f), no Successor Rate or Alternative Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any other related Benchmark Conforming Changes be made, if and to the extent that, in the determination of the Issuers, the same could reasonably be expected to (x) result in a reduction of the amount of “equity credit” assigned to the Notes by any rating agency when compared to the “equity credit” assigned to the Notes immediately prior to the occurrence of the relevant Benchmark Event from such rating agency or (y) otherwise prejudice the eligibility of the Notes for “equity credit” from any rating agency.

(vi)           If, following the occurrence of a Benchmark Event and in relation to the determination of the interest rate on the immediately following any Reset Interest Determination Date, no Independent Adviser has been appointed, no Successor Rate or Alternative Rate (as applicable) is determined by the Independent Adviser or no Successor Rate or Alternative Rate is adopted in accordance with the provisions of this ‎Section 2.04(f), the Five-year Swap Rate will continue to apply for the purpose of determining such interest rate on such Reset Interest Determination Date and will be equal to the last Five-year Swap Rate available on the Reset Screen Page as determined by the Calculation Agent; provided that, the interest rate during any Reset Period will not reset below zero.

(vii)          In no event shall the trustee, the Calculation Agent or Paying Agent be responsible for determining any substitute for the Five-year Swap Rate, for determining whether a Benchmark Event has occurred or for making any adjustments to any alternative benchmark or spread thereon or any other relevant methodology for calculating any such substitute or successor rate.

(viii)         Any determination, decision or election that may be made by the Issuers or their designated Independent Adviser pursuant to this ‎Section 2.04(f) including any determination with respect to a rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Issuers’ or their designated Independent Adviser’s sole discretion and, notwithstanding anything to the contrary in any documentation relating to the Notes, shall become effective without consent from the Holders of the Notes or any other party. None of the Trustee, the Calculation Agent, the Paying Agent or the Common Depositary will have any liability for any determination made by or on behalf of the Issuers or their designated Independent Adviser in connection with a Benchmark Event.

Section 2.05          Option to Defer Interest Payments.

(a)           So long as no Event of Default with respect to the Notes has occurred and is continuing, the Issuers shall have the right, at any time and from time to time, to defer the payment of interest on the Notes for one or more consecutive interest periods that do not exceed ten (10) consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made on the Notes, an “Optional Deferral Period”), provided that no Optional Deferral Period shall extend beyond the maturity date, any earlier accelerated maturity date arising from an Event of Default or any other earlier redemption of the Notes and that no Optional Deferral Period shall end on a date other than an Interest Payment Date. The Issuers shall not pay any current interest during an Optional Deferral Period. If the Issuers have paid all Deferred Interest and any Additional Interest on the Notes, the Issuers shall have the right to elect to begin a new Optional Deferral Period with respect to the Notes pursuant to this ‎Section 2.05. The Issuers may also elect, at their option, to shorten or extend the length of any Optional Deferral Period.

(b)          At the end of any Optional Deferral Period, the Issuers shall pay all Deferred Interest and Additional Interest on the Notes to the Holders in whose names the Notes are registered in the Security Register at the close of business on the regular record date with respect to the Interest Payment Date at the end of such Optional Deferral Period. For the avoidance of doubt, the Interest Payment Date falling immediately after the last day of an Optional Deferral Period will not be deemed to fall on a day during such Optional Deferral Period.

(c)          Any Deferred Interest on the Notes will accrue Additional Interest at a rate equal to the interest rate then applicable to such Notes, to the extent permitted by applicable law.

(d)          The Issuers will give written notice of their election to commence or continue any Optional Deferral Period to the Trustee at least five Business Days before the first Interest Payment Date of such Optional Deferral Period, and the Trustee shall forward such written notice to the Holders of the Notes at each Holder’s address appearing in the Security Register electronically, by mail or otherwise in accordance with the procedures of the Common Depositary. The Issuers’ failure to pay interest on any Interest Payment Date with respect to the Notes will constitute the commencement of an Optional Deferral Period with respect to the Notes unless the Issuers pay such interest within five Business Days after the relevant Interest Payment Date, whether or not the Issuers provide a written notice of their election to commence any Optional Deferral Period.

(e)          The provisions of Section 307(a) of the Base Indenture related to Defaulted Interest shall not apply to the Notes during an Optional Deferral Period.

Section 2.06          Certain Limitations During an Optional Deferral Period.

So long as any Notes remain Outstanding, during an Optional Deferral Period, each Issuer and each Guarantor will not do any of the following:

(a)          declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, the capital stock of an Issuer;

(b)          make any payment of principal, interest or premium, if any, on, or repay, purchase or redeem, any debt securities of an Issuer or a Guarantor that rank equally with, or junior to, the Notes or the Guarantees in right of payment (including debt securities of other series issued under the Indenture); or

(c)          make any payments with respect to any guarantee by an Issuer or any Guarantor of any Indebtedness if such guarantee ranks equally with, or junior to, the Notes or the Guarantees in right of payment.

The foregoing restrictions, however, will not apply to each of the following:

(i)             purchases, redemptions or other acquisitions of the capital stock of an Issuer or a Guarantor in connection with: (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants, agents or independent contractors of an Issuer, a Guarantor or any of their subsidiaries or affiliates, (2) the satisfaction of an Issuer’s or a Guarantor’s obligations pursuant to any contract or security entered into prior to the beginning of such Optional Deferral Period either (x) in the ordinary course of business or (y) other than in anticipation of the commencement of the Optional Deferral Period, or (3) a dividend reinvestment or shareholder purchase plan;

(ii)            any payment, dividend, distribution, purchase, repurchase, redemption, other acquisition, exchange, conversion or declaration of a dividend or distribution as a result of any reclassification of an Issuer’s or a Guarantor’s capital stock;

(iii)           any exchange, redemption or conversion of any class or series of an Issuer’s or a Guarantor’s capital stock, or the capital stock of an Issuer’s Subsidiary or a Guarantor’s Subsidiary, for any other class or series of an Issuer’s or a Guarantor’s capital stock, or of any class or series of Indebtedness of an Issuer or a Guarantor for any class or series of an Issuer’s or a Guarantor’s capital stock;

(iv)           any purchase, redemption or other acquisition of fractional interests in shares of an Issuer’s or a Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred or with any split, reclassification or similar transaction;

(v)            any declaration of a dividend or distribution in connection with any shareholder rights plan, or the issuance of rights, stock or other property under any shareholder rights plan, or the redemption, exchange or purchase of rights pursuant thereto;

(vi)           any payment, dividend or distribution made in an Issuer’s or a Guarantor’s capital stock (or rights to acquire an Issuer’s or a Guarantor’s capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of an Issuer’s or a Guarantor’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;

(vii)          any payments on the Notes, and any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes or other debt securities, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Notes and the Guarantees, made pro rata to the amounts due on such Indebtedness, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full;

(viii)         any payment on, or repayment, redemption or repurchase of, parity securities that, if not made, would cause an Issuer or any Guarantor to breach the terms of the instrument governing such parity securities; or

(ix)           any regularly scheduled dividend or distribution payments declared prior to the date that the applicable Optional Deferral Period commences.

Section 2.07          Other Terms and Conditions.

(a)          The Notes are not subject to a sinking fund.

(b)          The Defeasance and Covenant Defeasance provisions of Article XIV (Defeasance and Covenant Defeasance) of the Base Indenture will apply to the Notes, and the covenants set forth in Article Four shall be subject to the provisions of Section 1403 of the Base Indenture.

(c)          The provisions of Article IV (Satisfaction and Discharge) of the Base Indenture will apply to the Notes.

(d)          The Notes will be guaranteed by each of the Guarantors on an unsecured, subordinated and junior basis pursuant to and on the terms set forth in Article XV of the Base Indenture. Each Guarantor hereby agrees that the Guarantee of such Guarantor set forth in the Base Indenture will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of its Guarantee.

(e)          The Notes and the Guarantees will be subordinate and junior in right of payment to all Senior Indebtedness of the Issuers and the Guarantors, respectively, to the extent and in the manner provided in Article XVII (Subordination of Securities and Guarantees) of the Base Indenture.

(f)           The Notes will be subject to the Events of Default set forth in Article Five, in lieu of the Events of Default set forth in Section 501 of the Base Indenture, which shall not apply to the Notes.

(g)          The Trustee will initially be the Security Registrar for the Notes.

(h)          The Notes will be subject to the covenants provided in Article X (Covenants) of the Base Indenture as supplemented by Article Four.

(i)           The Place of Payment for the Notes and the place where notices and demand to or upon the Issuers in respect of the Notes and the Indenture may be served, shall be 125 Old Broad Street, Fifth Floor, London, EC2N 1AR, United Kingdom.

(j)           Each Holder and beneficial owner of the Notes, by accepting the Notes or a beneficial interest therein, will be deemed to have agreed that such Holder or beneficial owner intends that the Notes constitute debt and will treat the Notes as debt for United States federal, state and local tax purposes.

Article Three

Redemption

Section 3.01          Optional Redemption of the Notes.

(a)          Subject to ‎Section 6.03, the provisions of Article XI (Redemption of Securities) of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.

(b)          The Notes will be redeemable at the Issuers’ option, in whole but not in part, at any time and from time to time on any day other than a Par Call Date, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1)            (a) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date (assuming the Notes matured on the applicable Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus the Make-Whole Spread for such Notes, less (b) unpaid interest accrued to, but excluding, the Redemption Date, and

(2)            100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

(c)          The Issuers may redeem the Notes, in whole or in part, on one or more occasions, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, (i) on any date during the period commencing on the First Par Call Date and ending on, and including, the First Reset Date, and (ii) thereafter, on any Interest Payment Date for the Notes (each such date, a “Par Call Date”).

(d)          On and after any Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuers default in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date, the Issuers shall deposit with the Trustee or a Paying Agent funds sufficient to pay the Redemption Price of the Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Common Depositary, Euroclear and Clearstream; provided, however, that in no event shall Notes of a principal amount of €100,000 or less be redeemed in part, and any Note redeemed in part must remain outstanding in a principal amount of at least €100,000.

(e)          Notice of any redemption shall be electronically delivered, mailed or otherwise given in accordance with the procedures of the Common Depositary at least 10 days but not more than 60 days (or, in the case of a redemption following a Tax Withholding Event, not more than 90 days) before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (1) or (2) of Section 3.01(b), as applicable, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Base Indenture, the Notes called for redemption shall become due and payable on the relevant Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to but excluding, the Redemption Date.

(f)           Notice of any redemption of the Notes in connection with a corporate transaction that is pending (including an equity offering or an incurrence of indebtedness), may, at the Issuers’ discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of the transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived by the Redemption Date. The Issuers will notify Holders of any such rescission as soon as practicable after the Issuers determine that they will not be able to satisfy or otherwise waive such condition precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

(g)          The Issuers’ actions and determinations in determining any Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility for any calculation or determination in respect of any Redemption Price of any Note, or any component thereof, and shall be entitled to receive, and fully protected in relying upon, an Officer’s Certificate from each of the Issuers that states such Redemption Price.

(h)          If the Redemption Date for any Notes falls on a day that is not a Business Day, the Redemption Price for such Notes will be paid on the next succeeding Business Day.

Section 3.02          Special Mandatory Redemption of the Notes.

(a)           If a Special Mandatory Redemption Event occurs, then the Issuers will redeem all of the Outstanding Notes on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price.

(b)          The Issuers will cause a notice of Special Mandatory Redemption Event to be electronically delivered or mailed to the Trustee and electronically delivered, mailed or otherwise given in accordance with the procedures of the Common Depositary to each Holder of record of the Notes to be redeemed, with a copy to the Trustee, no later than the fifth Business Day following the occurrence of a Special Mandatory Redemption Event, which shall provide for the redemption of the Notes subject to mandatory redemption upon the occurrence of a Special Mandatory Redemption Event on the Special Mandatory Redemption Date. At the Issuers’ request, and expense, the Trustee shall deliver a notice of Special Mandatory Redemption to the Holders of the Notes; provided such request is accompanied by the notice of Special Mandatory Redemption to be given.

(c)           Upon the deposit of funds sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption Date with the Trustee or the Paying Agent by no later than 10:00 a.m., London time, on such Special Mandatory Redemption Date, then, on and after such Special Mandatory Redemption Date, the Notes will cease to bear interest and all rights under such Notes shall terminate.

(d)          The notice of a Special Mandatory Redemption Event shall state:

(i)             the Special Mandatory Redemption Date;

(ii)            the Special Mandatory Redemption Price;

(iii)           that on the Special Mandatory Redemption Date, the Special Mandatory Redemption Price shall become due and payable; and

(iv)           that the Notes shall cease to bear interest on and after the Special Mandatory Redemption Date.

(e)          The Trustee shall have no responsibility for any calculation or determination in respect of the Special Mandatory Redemption Event or the Special Mandatory Redemption Price, or any component thereof, and shall be entitled to receive, and fully protected in relying upon, an Officer’s Certificate from the Issuers that states the occurrence of such Special Mandatory Redemption Event and such Special Mandatory Redemption Price.

Section 3.03          Right to Redeem upon a Tax Deductibility Event. The Issuers may redeem the Notes in whole but not in part, at a Redemption Price equal to (i) 101% of the principal amount, if the Redemption Date is prior to the First Par Call Date or (ii) 100% of the principal amount, if the Redemption Date is on or after the First Par Call Date, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, at any time following the occurrence of a Tax Deductibility Event. The Issuers shall deliver to the Trustee an Officer’s Certificate stating that the Issuers are entitled to effect such redemption and setting forth in reasonable detail the facts constituting the basis therefor, together with the opinion referred to in the definition of “Tax Deductibility Event,” and the Trustee shall be entitled to rely conclusively upon such Officer’s Certificate and opinion. The procedures for redemptions set forth in ‎Section 3.01 will apply to any redemption pursuant to this Section 3.03.

Section 3.04          Right to Redeem upon a Rating Agency Event. The Issuers may redeem the Notes, in whole but not in part, at a Redemption Price equal to (i) 101% of the principal amount, if the Redemption Date is prior to the First Par Call Date or (ii) 100% of the principal amount, if the Redemption Date is on or after the First Par Call Date, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, within 120 days following the occurrence of a Rating Agency Event. The Issuers shall deliver to the Trustee an Officer’s Certificate stating that the Issuers are entitled to effect such redemption and setting forth in reasonable detail the facts constituting the basis therefor, and the Trustee shall be entitled to rely conclusively upon such Officer’s Certificate. The procedures for redemptions set forth in ‎Section 3.01 will apply to any redemption pursuant to this Section 3.04.

Section 3.05          Right to Redeem upon a Tax Withholding Event. Upon the occurrence of a Tax Withholding Event, the Issuers may redeem the Notes, in whole but not in part, on not less than 10 nor more than 90 days’ prior notice, at a Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Issuers shall deliver to the Trustee an Officer’s Certificate stating that the Issuers are entitled to effect such redemption and setting forth in reasonable detail the facts constituting the basis therefor, together with the written opinion of independent counsel referred to in the definition of “Tax Withholding Event,” and the Trustee shall be entitled to rely conclusively upon such Officer’s Certificate and opinion. The procedures for redemptions set forth in ‎Section 3.01 will apply to any redemption pursuant to this Section 3.05.

Section 3.06          Right to Redeem upon a Substantial Repurchase Event. If a Substantial Repurchase Event has occurred, the Issuers may redeem the Notes in whole but not in part, at any time on not less than 10 nor more than 60 days’ notice to the Holders, at a Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Issuers shall deliver to the Trustee an Officer’s Certificate stating that a Substantial Repurchase Event has occurred and that the Issuers are entitled to effect such redemption, and the Trustee shall be entitled to rely conclusively upon such Officer’s Certificate. The procedures for redemptions set forth in ‎Section 3.01 will apply to any redemption pursuant to this Section 3.06.

Article Four

Additional Covenants

Section 4.01          Payment of Additional Amounts.

(a)           The Issuers or the relevant Guarantor, as applicable, will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes or the Guarantees such additional amounts (“Additional Amounts”) as are necessary in order that the net payment by the Issuers (or the relevant Guarantor) or a Paying Agent of the principal of, premium, if any, and interest with respect to the Notes or the Guarantees to a beneficial owner that is not a United States person, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply to:

(i)             any tax, assessment or other governmental charge that would not have been imposed but for the Holder, a fiduciary, settlor, beneficiary, member or shareholder of the Holder, or a person holding a power over an estate or trust administered by a fiduciary Holder, being treated as:

(1)             being or having been present in, or engaged in a trade or business in, the United States, being treated as having been present in, or engaged in a trade or business in, the United States, or having or having had a permanent establishment in the United States;

(2)             having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the enforcement of any rights under the Indenture), including being or having been a citizen or resident of the United States or treated as being or having been a resident thereof;

(3)             being or having been a personal holding company, a passive foreign investment company, a foreign controlled foreign corporation or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax exempt organization, or a corporation that has accumulated earnings to avoid United States federal income tax;

(4)             being or having been a “10-percent shareholder,” as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, of an Issuer; or

(5)             being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, within the meaning of section 881(c)(3) of the Code or any successor provision;

(ii)            any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

(iii)           any tax, assessment or other governmental charge 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 United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;

(iv)           any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Issuers or a Paying Agent from the payment;

(v)            any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;

(vi)           any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any note, where presentation is required, for payment on a date more than 10 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(vii)          any U.S. federal backup withholding tax under Section 3406 of the Code;

(viii)         any tax, assessment or other governmental charge required to be withheld or deducted that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version of such Sections that is substantively comparable and not materially more onerous to comply with), any Treasury regulations promulgated thereunder, or any other official interpretations thereof (collectively, “FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA;

(ix)            any tax, assessment or other governmental charge that is imposed or withheld solely by reason of 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;

(x)             any tax, assessment or other governmental charge imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of Section 871(h) or Section 881(c) of the Code;

(xi)            any tax imposed pursuant to Section 871(h)(6) or 881(c)(6) of the Code (or any amended or successor provisions); or

(xii)           in the case of any combination of items (i) through (xi).

(b)          All references in this First Supplemental Indenture or the Notes to the payment of principal, premium, if any, or interest on the Notes shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable.

(c)          The Trustee and each Paying Agent shall be entitled to deduct or withhold from any payment on the Notes any amounts required by applicable law, and shall have no obligation to determine, calculate or verify any Additional Amounts, and shall be entitled to receive, and fully protected in relying upon, an Officer’s Certificate from the Issuers setting forth any Additional Amounts payable and the calculation thereof.

Section 4.02          Issuance in Euro; Payment on the Notes.

(a)          All payments of principal of, the Redemption Price (if any), and interest and Additional Amounts (if any) on the Notes will be payable in euro, subject to ‎Section 4.02(b).

(b)          If the euro is not available to the Issuers due to the imposition of exchange controls or other circumstances beyond the Issuers’ control or if a Conversion Event occurs with respect to euro, then all payments in respect of the Notes will be made in U.S. dollars until the euro is once again available to the Issuers. In such circumstances, the amount payable on any date in euro will be converted into U.S. dollars at the Market Exchange Rate.

(c)          Any payment in respect of the Notes made in U.S. dollars in accordance with Section 4.02(b) will not constitute an Event of Default under the Notes or the Indenture.

(d)          All determinations made by the Issuers under this ‎Section 4.02 will be at the Issuers’ sole discretion and, in the absence of manifest error, will be conclusive for all purposes and binding on the Holders of the Notes. Neither the Trustee nor any Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.

Article Five

Events of Default

Section 5.01          Events of Default.

(a)          Solely with respect to the Notes and not to any other series of Securities issued under the Base Indenture, an “Event of Default” with respect to the Notes means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), in lieu of the Events of Default set forth in Section 501 of the Base Indenture, which shall not apply to the Notes:

(i)             default in the payment of all or any part of the principal of, or premium, if any, on, the Notes when the same becomes due and payable at Maturity, upon acceleration, redemption or otherwise;

(ii)            default in the payment of interest, Deferred Interest or Additional Interest, if any, on the Notes when the same becomes due and payable, after taking into account any Optional Deferral Period, and such default continues for a period of 30 days; provided, that a failure to pay interest during a valid Optional Deferral Period for the Notes (to the extent and for so long as interest is permitted to be deferred pursuant to ‎Section 2.05) shall not be deemed to be a default in the payment of interest and shall not otherwise constitute an Event of Default with respect to the Notes;

(iii)           the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of any Issuer or any Guarantor in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging any Issuer or any Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any Issuer or any Guarantor under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Issuer or any Guarantor or of any substantial part of its respective property, or ordering the winding up or liquidation of its respective affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;

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

(v)            the Guarantee of any Guarantor with respect to the Notes ceases to be in full force and effect (other than in accordance with the terms of the Indenture and such Guarantee) or is declared to be null and void and unenforceable or is found to be invalid, or any Guarantor denies in writing its liability under its Guarantee (other than by reason of release of such Guarantor in accordance with the terms of the Indenture);

provided, however, that no event described in Clause (iii) and Clause (iv) above shall constitute an Event of Default hereunder until a Responsible Officer has received written notice thereof as contemplated in Section 602 of the Base Indenture.

Notwithstanding Section 602 of the Base Indenture, if a default or an Event of Default occurs hereunder with respect to the Notes, the Trustee shall give the Holders of the Notes notice of such default within 90 days after a Responsible Officer has received written notice at the Corporate Trust Office of such default or Event of Default. Except in the cases of a default or an Event of Default in payment on the Notes, the Trustee will be protected in withholding the notice if the Responsible Officers determine that withholding of the notice is in the interest of the Holders of the Notes.

Notwithstanding the foregoing provisions of this Section 5.01, if a Conversion Event occurs in respect of the euro, the Issuers will be entitled to satisfy their obligations to Holders of the Notes by making such payment in the currency of the United States in an amount equal to the currency of the United States equivalent of the amount payable in euro, as determined by the Issuers by reference to the Market Exchange Rate on the date of such payment, or, if such rate is not then available, on the basis of the most recently available Market Exchange Rate. Notwithstanding the foregoing provisions of this Section 5.01 any payment made under such circumstances in the currency of the United States where the required payment is in euro will not constitute an Event of Default under this Indenture.

Section 5.02          Acceleration of Maturity; Rescission.

(a)           Solely with respect to the Notes and not to any other series of Securities issued under the Base Indenture, the first paragraph of Section 502 (Acceleration of Maturity; Rescission and Annulment) of Article V (Remedies) of the Base Indenture shall be replaced with the following:

(i)             If an Event of Default (other than an Event of Default specified in Section 5.01(a)(iii) or Section 5.01(a)(iv)) with respect to any of the Issuers or any of the Guarantors) with respect to the Notes at the time Outstanding occurs and is continuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes may declare by written notice to the Issuers (and to the Trustee if given by Holders) the entire principal amount of, and all accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration, such principal amount of, and all accrued and unpaid interest on all the Notes shall become immediately due and payable.

(ii)            If an Event of Default under Section 5.01(a)(iii) or Section 5.01(a)(iv) occurs and is continuing with respect to any Issuer or any Guarantor, then the entire principal amount of, and all accrued and unpaid interest on, all Outstanding Notes will automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

(b)          Holders of a majority in aggregate principal amount of the Notes by written notice to the Trustee may on behalf of all of the Holders of the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Section 5.03          Application of Article V (Remedies) of Base Indenture.

(a)           Other than as specified in Section 5.01 and Section 5.02, the provisions of Article V (Remedies) of the Base Indenture shall otherwise apply to the Notes, mutatis mutandis.

Section 5.04          Application of Other Provisions of Base Indenture.

(a)          For purposes of the Notes, each reference in the Base Indenture (including in the definition of “Notice of Default” and in Sections 602, 607 and 1403 thereof) to a clause of Section 501 of the Base Indenture shall be read as a reference to the corresponding clause of Section 5.01(a) and any references to Section 501(3) and 501(4) of the Base Indenture shall be disregarded.

Article Six

Miscellaneous

Section 6.01          Application of First Supplemental Indenture. The Base Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed. This First Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 6.02          Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with the duties imposed by the Trust Indenture Act, the imposed duties shall control.

Section 6.03          Conflict with Base Indenture. To the extent not expressly amended or modified by this First Supplemental Indenture, the Base Indenture shall remain in full force and effect. If any provision of this First Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the provision of this First Supplemental Indenture shall control.

Section 6.04          Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 6.05          Successors. All agreements of the Issuers in the Base Indenture, this First Supplemental Indenture and the Notes shall bind their successors. All agreements of the Trustee in the Base Indenture and this First Supplemental Indenture shall bind its successors.

Section 6.06          Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 6.07          Trustee Disclaimer. The Trustee makes no representation as to the validity, adequacy or sufficiency of this First Supplemental Indenture and the Notes other than as to the validity of the execution and delivery of the First Supplemental Indenture by the Trustee and the authentication of the Notes by the Trustee. The recitals and statements herein and in the Notes are deemed to be those of the Issuers and not the Trustee and the Trustee assumes no responsibility for the same and the Trustee does not make any representation with respect to such matters. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Issuers of Notes or the proceeds thereof.

[Remainder of page intentionally left blank]

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

[Signature Page to First Supplemental Indenture]

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

[Signature Page to First Supplemental Indenture]

[Signature Page to First Supplemental Indenture]

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

[Signature Page to First Supplemental Indenture]

Schedule I

INITIAL GUARANTORS

Appendix A

PROVISIONS RELATING TO INITIAL NOTES AND
ADDITIONAL NOTES

Section 1.1            Definitions.

(a)          Capitalized Terms.

Capitalized terms used but not defined in this Appendix A have the meanings given to them in the Base Indenture. The following capitalized terms have the following meanings:

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Common Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.

“Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency.

“Definitive Note” means a certificated Initial Note or Additional Note issued pursuant to the Base Indenture that does not include the Global Notes Legend.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of Euroclear System or any successor securities clearing agency.

(b)          Other Definitions.

Section 1.2            General.

The provisions of this Appendix A shall apply to the Notes.

Section 2.1            Form and Dating.

(a)           The Initial Notes issued on the date hereof shall be offered and sold by the Issuers to the underwriters thereof pursuant to the registration statement of the Issuers on Form S-3 (333-298926) and shall be issued in the form of one or more permanent global securities in fully registered form, numbered R-1 upward (each, a “Global Note”).

(b)          Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Common Depositary.

The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b) and Section 303 of the Base Indenture and pursuant to an Issuer Order signed by one officer of each Issuer, authenticate and deliver one or more Global Notes that (i) shall be registered in the name of the Common Depositary for such Global Note or Global Notes or the nominee of such Common Depositary and (ii) shall be delivered by the Trustee to such Common Depositary or pursuant to such Common Depositary’s instructions.

Members of, or participants in, Euroclear or Clearstream (“Agent Members”) shall have no rights under the Indenture with respect to any Global Note held on their behalf by the Common Depositary or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat Euroclear and Clearstream as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Euroclear or Clearstream or impair, as between Euroclear or Clearstream and their respective Agent Members, the operation of customary practices thereof governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

(c)           Definitive Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.

Section 2.2          Transfer and Exchange.

(a)          Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Security Registrar with a written request:

(i)           to register the transfer of such Definitive Notes; or

(ii)          to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

(b)          Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar, together with:

(i)            a certification from the transferor in the form of the Assignment Form provided on the reverse side of the Form of Note attached as an exhibit to the First Supplemental Indenture for exchange or registration of transfers; and

(ii)           written instructions directing the Trustee to make, or to direct the Common Depositary to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Common Depositary account to be credited with such increase,

the Trustee shall cancel such Definitive Note and cause, or direct the Common Depositary to cause, in accordance with the standing instructions and procedures of the Common Depositary, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note is not then outstanding, the Issuers shall issue and the Trustee shall authenticate, upon an Issuer Order, a new applicable Global Note in the appropriate principal amount.

(c)          Transfer and Exchange of Global Notes.

(i)           The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Common Depositary, in accordance with the Indenture and the Applicable Procedures of the Common Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Security Registrar a written order given in accordance with the Common Depositary’s procedures containing information regarding the participant account of the Common Depositary to be credited with a beneficial interest in such Global Note, or another Global Note, and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred.

(ii)          If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

(iii)         Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a Global Note may not be transferred except as a whole and not in part if the transfer is by the Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary.

(d)          Legends. Each Global Note shall bear the following legend (“Global Notes Legend”):

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY OR A NOMINEE OF A COMMON DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM,” AND TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF AN AUTHORIZED NOMINEE OF THE COMMON DEPOSITARY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO SUCH AUTHORIZED NOMINEE OF THE COMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE AUTHORIZED NOMINEE OF THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO EUROCLEAR/CLEARSTREAM, TO NOMINEES OF EUROCLEAR/CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

(e)          Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by the Common Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Common Depositary with respect to such Global Note by the Common Depositary to reflect such reduction.

(f)           Obligations with Respect to Transfers and Exchanges of Notes.

(i)            To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.

(ii)           No service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906, 1107 and 1305 of the Base Indenture).

(iii)          Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent or the Security Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.

(iv)         All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.

(g)          No Obligation of the Trustee.

(i)           The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Common Depositary or any other Person with respect to the accuracy of the records of the Common Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Common Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Common Depositary subject to the applicable rules and procedures of the Common Depositary. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by the Common Depositary with respect to its members, participants and any beneficial owners.

(ii)          The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Common Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(iii)         Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Common Depositary.

Section 2.3            Definitive Notes.

(a)          A Global Note deposited with the Common Depositary pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of this Appendix A and (i) the Common Depositary notifies the Issuers that it is unwilling or unable to continue as a Common Depositary for such Global Note and a successor Common Depositary is not appointed by the Issuers within 90 days of such notice or after the Issuers become aware of such cessation, or (ii) the Issuers notify the Trustee in writing that the Issuers have elected to cause the issuance of Definitive Notes in lieu of Global Notes or (iii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Common Depositary. In addition, any Affiliate of the Issuers or any Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note by providing a written request to the Issuers and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuers or Trustee.

(b)          Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the Common Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in denominations of €100,000 and integral multiples of €1,000 in excess thereof and registered in such names as the Common Depositary shall direct.

(c)           The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.

(d)          In the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.

Exhibit A

FORM OF JUNIOR SUBORDINATED NOTE

[GLOBAL NOTES ONLY

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY OR A NOMINEE OF A COMMON DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE NOMINEE OF SUCH COMMON DEPOSITARY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF SUCH COMMON DEPOSITARY, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO EUROCLEAR/CLEARSTREAM, TO NOMINEES OF EUROCLEAR/CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.000% Junior Subordinated Notes due 2056

SYSCO CORPORATION, a Delaware corporation, and SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to [USB Nominees (UK) Limited] or registered assigns the principal sum of €1,000,000,000 on October 6, 2056 (the “Stated Maturity”).

Interest Payment Date: October 6 (each, an “Interest Payment Date”), commencing on October 6, 2027, and upon the Stated Maturity.

Interest Record Dates: if the Notes (as defined below) are in global form, the Business Day immediately preceding each Interest Payment Date and if the Notes are in certificated form, the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date (each, a “Regular Record Date”).

Principal and interest on the Notes, including payments made upon any redemption or repurchase of the Notes, shall be payable in euros, subject to the substitution of the U.S. dollar as the currency for all payments in respect of such Notes following the occurrence of certain events beyond the Issuers’ control as described in the Indenture (as defined below).

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 Issuers have caused this Note to be duly executed.

[Signature Page to Note]

This is one of the Notes designated herein and referred to in the within-mentioned Indenture.

Dated: October 6, 2026

[Signature Page to Note]

(REVERSE OF NOTE)

SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.000% Junior Subordinated Notes due 2056

1.             Interest and Subordination.

Sysco Corporation and Sysco Holdings Corporation (together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest annually in arrears on each Interest Payment Date, beginning on October 6, 2027, and on the Stated Maturity. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day. Interest will be computed 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 on the Notes (or October 6, 2026 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date (ACTUAL/ACTUAL (ICMA), as defined in the rulebook of the International Capital Market Association).

The Issuers shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available for payment. So long as no event of default with respect to the Notes has occurred and is continuing, at the Issuers’ option, the Issuers may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Notes for a period of up to 10 consecutive years.

This Note is a junior subordinated obligation of the Issuers, junior and subordinated in right of payment to all Senior Indebtedness of the Issuers, and each Guarantor’s guarantee of this Note is a junior subordinated obligation of each such Guarantor, in each case, to the extent and in the manner set forth in the Indenture.

2.             Paying Agent.

Initially, U.S. Bank Europe DAC, UK Branch will act as Paying Agent. The Issuers may change any Paying Agent without notice to the Holders.

3.             Indenture; Defined Terms.

This Note is one of the 6.000% Junior Subordinated Notes due 2056 (the “Notes”) issued under the Indenture, dated as of October 6, 2026 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the First Supplemental Indenture, dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.

4.             Denominations; Transfer; Exchange.

The Notes are in registered form, without coupons, in denominations of €100,000 and integral multiples of €1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for redemption in whole or in part.

5.             Amendment; Modification; Waiver.

Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency.

6.             Optional Redemption; Special Mandatory Redemption; Redemption Following a Tax Withholding Event, a Tax Deductibility Event, a Substantial Repurchase Event or a Rating Agency Event.

The Notes are subject to optional redemption, special mandatory redemption, redemption following a Tax Withholding Event, redemption following a Tax Deductibility Event, redemption following a Substantial Repurchase Event and redemption following a Rating Agency Event, in each case as further described in the Indenture. There is no sinking fund applicable to the Notes.

7.             Defaults and Remedies.

If an Event of Default (other than an Event of Default specified in Section 5.01(a)(iii) or Section 5.01(a)(iv) of the Indenture with respect to any of the Issuers or any of the Guarantors) with respect to the Notes occurs and is continuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes may declare by written notice to the Issuers (and to the Trustee, if given by Holders) the entire principal amount of, and all accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration such principal amount of, and all accrued and unpaid interest on, all the Notes shall become immediately due and payable. If an Event of Default under Section 5.01(a)(iii) or Section 5.01(a)(iv) of the Indenture occurs and is continuing with respect to any Issuer or any Guarantor, then the entire principal amount of, and all accrued and unpaid interest on, all Notes will automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

The Indenture permits, subject to certain limitations therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Notes.

8.             Authentication.

This Note shall not be valid until the Trustee signs the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.

9.             Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.           CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.

11.           Guarantee.

As expressly set forth in the Indenture, payment of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under the circumstances specified in the Indenture.

12.           Governing Law.

The laws of the State of New York shall govern the Indenture and this Note.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

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

and irrevocably appoint                           agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for her.

Date: ________________ Your Signature: _____________________

Sign exactly as your name appears on the other side of this Note.

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Note for certificated Notes or a part of another Global Note have been made: