FIFTH SUPPLEMENTAL INDENTURE, dated as of March 14, 2019 (this Fifth Supplemental Indenture), among Aptiv PLC, a public limited company formed under the laws of Jersey (the Issuer), the guarantors from time to time party hereto, Wilmington Trust, National Association, a national banking association, as trustee (together with its successors and assigns in such capacity, the Trustee), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Registrar, Paying Agent and Authenticating Agent under the Senior Indenture, dated as of March 10, 2015, among the Issuer, the guarantors from time to time party thereto, Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, and the Trustee (the Base Indenture and, together with this Fifth Supplemental Indenture, the Indenture).
WHEREAS, the Issuer executed and delivered the Base Indenture to the Trustee to provide, among other things, for the future issuance of the Issuers Notes to be issued from time to time in one or more series as might be determined by the Issuer under the Base Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered as provided in the Indenture;
WHEREAS, Section 2.03 of the Base Indenture provides for various matters with respect to any series of Notes issued under the Base Indenture to be established in an indenture supplemental to the Base Indenture;
WHEREAS, Section 9.01 of the Base Indenture provides for the Issuer and the Trustee to enter into a supplemental indenture to the Base Indenture to establish the form or terms of Notes of any series as permitted by Section 2.03 of the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture, the Issuer desires to provide for the establishment of two new series of Notes to be known as its 4.350% Senior Notes due 2029 (the 2029 Notes) and its 5.400% Senior Notes due 2049 (the 2049 Notes and, together with the 2029 Notes, 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 this Fifth Supplemental Indenture; and
WHEREAS, the Issuer has requested that the Trustee execute and deliver this Fifth Supplemental Indenture and all requirements necessary to make (i) this Fifth Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Issuer and authenticated and delivered by the Authenticating Agent, the valid obligations of the Issuer, have been performed, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration of the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the form 2029 Note and the form 2049 Note, and substance of the 2029 Notes and the 2049 Notes, and the terms, provisions and conditions thereof, the Issuer and the Guarantors covenant and agree with the Trustee as follows:
Section 1.01. Definition of Terms. Unless the context otherwise requires:
(a) a term defined in the Base Indenture has the same meaning when used in this Fifth Supplemental Indenture unless the definition of such term is otherwise provided pursuant to this Fifth Supplemental Indenture, in which case the definition in this Fifth Supplemental Indenture shall govern solely with respect to the Notes;