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EX-4.2 3 a18-36079_1ex4d2.htm EX-4.2
Exhibit 4.2
Execution Version
ABBOTT IRELAND FINANCING DAC
SUPPLEMENTAL INDENTURE NO. 1
1,140,000,000 0.000% Notes due 2020
1,140,000,000 0.875% Notes due 2023
1,140,000,000 1.500% Notes due 2026
THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of September 27, 2018 (the "Supplemental Indenture"),
among ABBOTT IRELAND FINANCING DAC, an Irish designated activity company (the "Company"), ABBOTT
LABORATORIES, an Illinois corporation (the "Parent Guarantor") and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as trustee (the "Trustee"), ELAVON FINANCIAL SERVICES DAC, U.K. BRANCH, as paying agent and
transfer agent (the "Paying Agent" and/or "Transfer Agent") and ELAVON FINANCIAL SERVICES DAC, as registrar (the
"Security Registrar").
RECITALS OF THE COMPANY:
WHEREAS, the Company and the Parent Guarantor have heretofore executed and delivered to the Trustee an
Indenture, dated as of September 27, 2018 (as it may be supplemented or amended from time to time, the "Indenture"),
providing for the issuance from time to time of one or more series of Securities (as defined in the Indenture);
WHEREAS, the Company has duly determined to appoint the Paying Agent as the paying agent and the Transfer
Agent and Security Registrar as the transfer agent and registrar, each under the Agency Agreement, dated as of the date hereof
("Agency Agreement"), and the Paying Agent and Transfer Agent and the Security Registrar are willing to accept such
appointment with respect to the Notes;
WHEREAS, Article Nine of the Indenture provides for various matters with respect to any series of Securities issued
under the Indenture to be established in an indenture supplemental to the Indenture;
WHEREAS, Section 9.1(7) of the Indenture provides that the Company, the Parent Guarantor and the Trustee may
enter into an indenture supplemental to the Indenture to establish the form or terms of Securities of any series as permitted by
Sections 2.1 and 3.1 of the Indenture; and
WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture, when duly executed
and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been
performed and fulfilled.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the issuance of the series of Securities and Guarantee provided for herein,
the Company, the Parent Guarantor and the Trustee mutually covenant and agree for the equal and proportionate benefit of the
respective Holders of the Securities of each such series as follows:
ARTICLE I
RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION
Section 1.1
Relation to Indenture. This Supplemental Indenture constitutes an integral part of the Indenture.
Section 1.2
Relation to Agency Agreement. The terms of this Supplemental Indenture are subject to the terms of
the Agency Agreement which shall be deemed incorporated herein. In the event of an inconsistency between the terms of the
Indenture, this Supplemental Indenture and the Agency Agreement, the terms of the Agency Agreement shall prevail, except
that the rights, benefits, protections, indemnities and immunities of the Trustee shall be governed by the Indenture and this
Supplemental Indenture.
Section 1.3
Definitions. For all purposes of this Supplemental Indenture, the following terms shall have the
respective meanings set forth in this Section.
"2020 Notes" means the 0.000% Senior Notes due 2020.
"2023 Notes" means the 0.875% Senior Notes due 2023.
"2026 Notes" means the 1.500% Senior Notes due 2026.
"Business Day" means any day, other than a Saturday or Sunday on which (i) banking institutions and foreign
exchange markets are open for general business in the City of New York, the City of London, the City of Dublin and the City of
Zurich and (ii) the Trans-European Automated Real-Time Gross Settlement Express Transfer system ("TARGET2 System"), or
any successor thereto, operates.
"Certificated Note" means a certificated Note that does not include the Global Notes Legend and in a customary form
agreed by the Company, the Parent Guarantor, the Trustee and the Paying Agent and security printed in accordance with any
applicable legal and stock exchange requirements.
"Clearstream, Luxembourg" means Clearstream Banking S.A.
"Common Depositary" means any Person acting as the common depositary for Euroclear and Clearstream,
Luxembourg, which initially shall be Elavon Financial Services DAC, UK Branch.
"Comparable Government Bond" means, in relation to any Comparable Government Bond Rate calculation, at the
discretion of an Independent Investment Banker, a bond that is a direct obligation of the Federal Republic of Germany
("German government bond"), whose
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maturity is closest to the maturity of the Notes of a series to be redeemed, or if the Independent Investment Banker in its
discretion determines that such similar bond is not in issue, such other German government bond as the Independent
Investment Banker may, with the advice of the Reference Bond Dealers, determine to be appropriate for determining the
Comparable Government Bond Rate.
"Comparable Government Bond Rate" means the price, expressed as a percentage (rounded to three decimal places,
with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes of a series to be redeemed, if they were
to be purchased at such price on the third TARGET2 System Day prior to the date fixed for redemption, would be equal to the
gross redemption yield on such TARGET2 System Day of the Comparable Government Bond on the basis of the middle
market price of the Comparable Government Bond prevailing at 11:00 a.m. (Central European time) on such TARGET2
System Day as determined by an Independent Investment Banker.
"Corporate Trust Office of the Paying Agent and Transfer Agent" means, initially, the office of Elavon Financial
Services DAC, U.K. Branch located at 125 Old Broad Street Fifth Floor, London, EC2N 1AR, United Kingdom.
"Corporate Trust Office of the Registrar" means, initially, the office of Elavon Financial Services DAC located at
Building 8, Block E, Cherrywood Business Park, Loughlinstown, Co. Dublin, Ireland.
"euro" or "" means the single currency introduced at the third stage of the European Monetary Union pursuant to the
Treaty establishing the European Community, as amended.
"Euroclear" means Euroclear Bank SA/NV.
"Global Notes Legend" means the legend set forth in Exhibits A1 through A3 to this Supplemental Indenture.
"Independent Investment Banker" means one of the Reference Bond Dealers that the Company appoints to act as the
Independent Investment Banker from time to time.
"Notes" means the 2020 Notes, the 2023 Notes and the 2026 Notes.
"Reference Bond Dealer" means four firms that are brokers of, and/or market makers in German government bonds
(each a "Primary Bond Dealer") which the Company specifies from time to time; provided, however, that if any of them ceases
to be a Primary Bond Dealer, the Company shall substitute another Primary Bond Dealer.
A "TARGET2 System Day" is any day on which the TARGET2 System, or any successor thereto, operates.
"U.S. Dollar" or "$" means the lawful currency of the United States of America.
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Section 1.4
Amendment to Section 13.4 of the Indenture.
(a)
Solely with respect to the Notes, the term "Government Obligations," defined in Section 13.4 of the
Indenture, shall be deleted and replaced with the following: "euro denominated securities that are direct obligations (or
certificates representing an ownership interest in such obligations) of a member state of the European Union as of the Issue
Date (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such government is
pledged; provided that such member state has a long-term government debt rating of "A1" or higher by Moody's or "A+" or
higher by S&P or the equivalent rating category of another internationally recognized rating agency."
Section 1.5
Rules of Construction. For all purposes of this Supplemental Indenture:
(a)
capitalized terms used herein without definition shall have the meanings specified in the Indenture;
(b)
all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding
Articles and Sections of this Supplemental Indenture;
(c)
the terms "herein," "hereof," "hereunder" and other words of similar import refer to this
Supplemental Indenture; and
(d)
in the event of a conflict with the definition of terms in the Indenture, the definitions in this
Supplemental Indenture shall control.
Section 1.6
References. References to the Security Register in the Indenture will be deemed to refer to the
register of Holders of the Notes as prescribed by this Supplemental Indenture, and the provisions of the Notes and references to
the Security Registrar in the Indenture will be deemed to refer to the Registrar as defined in the Agency Agreement and the
Notes.
ARTICLE II
THE SECURITIES
Section 2.1
Title of the Notes. There shall be (i) a series of Securities designated the 0.000% Senior Notes due
2020; (ii) a series of Securities designated the 0.875% Senior Notes due 2023; and (iii) a series of Securities designated the
1.500% Senior Notes due 2026.
Section 2.2
Initial Principal Amount. The 0.000% Senior Notes due 2020 will be initially issued in an aggregate
principal amount of 1,140,000,000; the 0.875% Senior Notes due 2023 will be initially issued in an aggregate principal
amount of 1,140,000,000; and the 1.500% Senior Notes due 2026 will be initially issued in an aggregate principal amount of
1,140,000,000.
Section 2.3
Holders of the Notes. Title to the Notes will pass upon registration of transfer in accordance with
Section 2.7. The Company, the Parent Guarantor, the Trustee, the Paying Agent, the Transfer Agent and the Security Registrar
will (except as otherwise required by law) deem and treat the registered holder of any Note as the absolute owner thereof
(whether or not it is overdue and regardless of any notice of ownership, trust or other interest or any
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writing on, or the theft or loss of, such Certificated Note) for all purposes but, in the case of any Global Note, without prejudice
to the provisions set out in the next paragraph.
For so long as the Notes are represented by a Global Note deposited with, and registered in the name of a nominee for,
a Common Depositary, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the
records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of the Notes (in which regard
any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of the Notes
standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall
upon their receipt of a certificate or other document as aforesaid be treated by the Company, the Parent Guarantor, the Trustee,
the Paying Agent, the Transfer Agent and the Security Registrar as the holder of such nominal amount of the Notes and the
registered holder of the Global Note shall be deemed not to be the holder for all purposes other than with respect to the
payment of principal or interest or any other amount on such nominal amount of the Notes, for which purpose the registered
holder of the Global Note shall be treated by the Company, the Parent Guarantor, the Trustee, the Paying Agent, the Transfer
Agent and the Security Registrar as the holder of such nominal amount of the Notes in accordance with and subject to the terms
of the Global Note and the expressions "Noteholder" and "Holder of Notes" and related expressions shall be construed
accordingly.
Section 2.4
Interest. Interest on the 2020 Notes will be payable in arrear on September 27 of each year,
beginning on September 27, 2019; interest on the 2023 Notes will be payable in arrear on September 27 of each year, beginning
on September 27, 2019; and interest on the 2026 Notes will be payable in arrear on September 27 of each year, beginning on
September 27, 2019, to the Holders in whose names the Notes are registered at the close of business on the date that is (i) in the
case of Notes represented by a Global Note, the close of the business day (which, for these purposes, is a day on which
Euroclear and Clearstream, Luxembourg are open for business) immediately prior to the relevant interest payment date and
(ii) in all other cases, the close of business at the registered office of the Paying Agent on the 15th day (or, if such 15th day is
not a day on which banks are open for business in the city where the specified office of the registrar is located, the first such
day prior to such 15th day) before the relevant interest payment date. Interest on the Notes shall be computed on the basis of the
actual number of days in the period for which interest is being calculated, and including the last date on which interest was paid
or duly provided for in the Notes (or from September 27, 2018, if no interest has been paid on the Notes), but excluding the
next following interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the
rulebook of the International Capital Market Association.
Section 2.5
Issuance in Euro. Initial Holders will be required to pay for the Notes in euro, and all payments of
principal of, and premium, Additional Amounts, if any, and interest on, the Notes, including payments made upon redemption
of the Notes, shall be payable in euro. If the Company is unable to obtain euro in amounts sufficient to make a required
payment under the Notes due to the imposition of exchange controls or other circumstances beyond the Company's control
(including the dissolution of the European Monetary Union) or if the euro is no longer being used by the then member states of
the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public
institutions or within the international banking community, then all payments in respect of the Notes shall be
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made in U.S. Dollars until the euro is again available to the Company or so used. In such circumstances, the amount payable
on any date in euro shall be converted into U.S. Dollars at the rate mandated by the Board of Governors of the Federal Reserve
System as of the close of business on the second Business Day prior to the relevant payment date, or in the event the Board of
Governors of the Federal Reserve System 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 in the City of New York prior to
the relevant interest payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be
determined in the Company's sole discretion on the basis of the most recently available market exchange rate for euros. Any
payment in respect of the Notes so made in U.S. Dollars will not constitute an Event of Default (as defined in the Indenture).
Neither the Trustee nor the Paying Agent shall be responsible for obtaining exchange rates, effecting conversions or otherwise
handling redenominations.
Section 2.6
Form and Dating.
(a)
General. The Notes shall initially be issued in the form of one or more global notes in fully registered, book-
entry form ("Global Notes"), duly executed by the Company and authenticated by the Trustee, which shall be deposited with
the Common Depositary and shall be registered in the name of USB Nominees (UK) Limited, as nominee of the Common
Depositary. The Notes shall be in substantially the forms of Exhibits A1, A2, and A3, attached hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes shall be issued in fully registered form only in denominations of 100,000 and integral multiples of
1,000 in excess thereof. The Notes of each series and any additional Notes of such series subsequently issued under the
Indenture will be treated as a single series or class for all purposes under the Indenture, including, without limitation, waivers,
amendments and redemptions, provided that if any such additional Notes are not fungible with the existing Notes for Federal
income tax purposes, such additional Notes will have a separate ISIN number.
The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this
Supplemental Indenture, and the Company, the Parent Guarantor and the Trustee, by their execution and delivery of this
Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental
Indenture shall govern and be controlling.
(b)
Book-Entry Provisions. This Section 2.6(b) shall apply only to a Global Note deposited with the Common
Depositary. The Company and the Parent Guarantor shall execute and the Trustee shall, in accordance with this
Section 2.6(b) and pursuant to an order of the Company, authenticate and deliver initially one or more Global Notes that
(a) shall be registered in the name of USB Nominees (UK) Limited, as nominee of the Common Depositary for such Global
Note or Global Notes and (b) shall be delivered by the Trustee to such Common Depositary.
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(c)
Payment.
Payments of principal with respect to Notes may be made at the office or agency maintained for such purpose
in London (initially the corporate trust office of the Paying Agent) or, at the option of the Company, by check mailed to the
Holders thereof at the respective addresses set forth in the register at (a) where the Notes are in global form, the close of the
Business Day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are open for business)
immediately prior to the relevant payment date, and (b) in all other cases, the close of business at the registered office of the
Paying Agent on the 15th day (or, if such 15th day is not a day on which banks are open for business in the city where the
specified office of the registrar is located, the first such day prior to such 15th day) before the relevant due date, provided that
all such payments of principal on the Notes for which the Holders thereof have given wire transfer instructions, will be required
to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. No service charge
will be made for any registration of transfer, but payment of a sum sufficient to cover any tax or governmental charge payable
in connection with that registration may be required.
If the principal of or any premium or interest on the Notes is payable on a day that is not a Business Day, the payment
will be made on the following Business Day as if it were made on the date the payment was due and no interest shall accrue on
the amount so payable for the period from and after that interest payment date, that maturity date or that date of redemption, as
the case may be, until the next Business Day.
All payments of any amounts paid to or the order of USB Nominees (UK) Limited, as nominee for the Common
Depositary for Euroclear and Clearstream, Luxembourg shall be valid and, to the extent of the sums so paid, effectual to satisfy
and discharge the liability of the Company for the moneys payable on the Notes.
The Company has designated the Paying Agent as its paying agent for payments on Notes. The Company may at any
time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office
through which any paying agent acts; provided that there will, save where it may from time to time be otherwise agreed with
the Trustee that it is unduly onerous, at all times be a paying agent such that no obligation to withhold or deduct tax will arise in
respect of payments on the Notes (whether held in global form in a recognized clearing system or in definitive form) pursuant
to Irish law.
The Trustee or Paying Agent, as applicable, will repay to the Company on the Company's written request any funds
they hold for payments on the Notes that remain unclaimed for two years after the date upon which that payment has become
due. After repayment to the Company, Holders entitled to those funds must look only to it for payment.
(e)
Certificated Notes. Except as provided in Section 2.7, owners of a beneficial interest in the Global Notes will
not have Notes registered in their names and will not receive physical delivery of Certificated Notes.
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Section 2.7
Transfer and Exchange.
(a)
Transfer and Exchange of Certificated Notes. When Certificated Notes are presented to the Security Registrar
with a request:
(i)
to register the transfer of such Certificated Notes; or
(ii)
to exchange such Certificated Notes for an equal principal amount of Certificated 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 Certificated Notes surrendered for transfer or exchange:
(A)
shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing; and
(B)
are accompanied by the following additional information and documents, as
applicable:
(x)
if such Certificated Notes are being delivered to the Security Registrar by
a Holder for registration in the name of such Holder, without transfer, a certification from such
Holder to that effect (in the form set forth on the reverse side of the Note); or
(y)
if such Certificated Notes are being transferred to the Company, a
certification to that effect (in the form satisfactory to the Trustee).
(b)
Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A
Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirement
set forth below. Upon receipt by the Security Registrar of a Certificated Note, duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, together with written
instructions directing the Security Registrar 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, then the Security Registrar shall
cancel such Certificated Note and cause the aggregate principal amount of Notes represented by the Global Note to be
increased by the aggregate principal amount of the Certificated 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 Certificated Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously
exchanged for certificated securities pursuant to Section 2.6, the Company shall issue and the Trustee shall authenticate, upon
receipt of a Company Order, a new Global Note in the appropriate principal amount.
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(c)
Exchange of Global Notes for Certificated Notes. A Global Note shall be exchanged by the
Company for Certificated Notes only if:
(i)
Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of at least
14 days (other than by reason of legal holidays) or announces an intention permanently to cease business;
(ii)
the Company, at its option, notifies the Trustee, Security Registrar and Paying Agent in writing that
it elects to cause the issuance of Certificated Notes; or
(iii)
an Event of Default has occurred and is continuing.
In the case of (i) and (iii) above, the Holder of a Global Note (acting on behalf of one or more of the
accountholders) or the Trustee may give notice to the Company and, in the case of (ii) above, the Company may give
notice to the Trustee, the Security Registrar, the Paying Agent and the Holders of Notes, of its intention to exchange a
Global Note for Certificated Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date the Holder of the Global Note may, or in the case of (ii) above, shall surrender
it to or to the order of the Paying Agent. In exchange for the Global Note, the Company shall deliver, or procure the
delivery of, an equal aggregate principal amount of Certificated Notes, security printed in accordance with any
applicable legal and stock exchange requirements. On exchange of the Global Note, the Company will procure that it
is cancelled and, if the Holder so requests, returned to the Holder together with any relevant Certificated Notes.
For these purposes, "Exchange Date" means a day specified in the notice requiring exchange falling not less
than 60 days after that on which the notice requiring exchange is given and being a day on which banks are open for
general business in London, the place in which the specified office of the Paying Agent is located and, except in the
case of exchange pursuant to (i) above, in the place in which Euroclear and Clearstream, Luxembourg are located.
In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global
Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the
Holder of the relevant Global Notes.
The Company, the Trustee, the Security Registrar and the Paying Agent shall not be liable for any delay by
the Holder of the relevant Global Notes in identifying the Holders of beneficial interests in the Global Notes, and each
such Person may conclusively rely on, and will be protected in relying on, instructions from Euroclear or Clearstream,
Luxembourg for all purposes (including with respect to the registration and delivery and the respective principal
amounts, of the Certificated Notes to be issued).
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(d)
Obligations with Respect to Transfers and Exchanges of Notes.
(i)
To permit registrations of transfers and exchanges, the Company and the Parent Guarantor
shall execute and the Trustee shall authenticate Certificated Notes and Global Notes at the Company's request.
(ii)
No service charge shall be made for any registration of transfer or exchange of the Notes,
but the Company or the Security Registrar 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 exchange or transfer pursuant to Sections 9.5 or 11.7 of the
Indenture).
(e)
The Company hereby appoints the Security Registrar as Security Registrar for the Notes. Neither the
Company nor the Security Registrar shall be required to register the transfer of or exchange Notes of any series (i) during a
period beginning at the opening of business 15 days before the day of the mailing or, as the case may be, publication of a notice
of redemption of Notes of that series selected for redemption under Section 4.1 of the Supplemental Indenture and ending at the
close of business on the day of such mailing or, as the case may be, publication, or (ii) so selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part.
(f)
All Notes issued upon any transfer or exchange pursuant to the terms of this Supplemental 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, the Common Depositary or any other Person with respect to the accuracy of the records of the Common
Depositary or its nominee, with respect to any ownership interest in the Notes or with respect to the delivery to any
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.
(ii)
The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with
respect to any transfer of any interest in any Note (including any transfers between or among 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 this Supplemental Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.
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