THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of August 9, 2021, is made by and between SYNNEX CORPORATION, a Delaware corporation, having its principal office at 44201 Nobel Drive, Fremont, California 94538 (the Company or Issuer), and CITIBANK, N.A., a national banking association, as Trustee, having a corporate trust office at 388 Greenwich Street, New York, New York 10013 (the Trustee).
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture dated as of August 9, 2021, between the Company and the Trustee (as amended, restated or otherwise modified, the Base Indenture) with respect to debt securities;
WHEREAS, the Base Indenture is incorporated herein by this reference and the Base Indenture, as heretofore supplemented, and as further supplemented by this Supplemental Indenture, and as may be hereafter supplemented or amended from time to time, is herein called the Indenture;
WHEREAS, under the Base Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Base Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a new series of senior unsecured Securities;
WHEREAS, additional Securities of other series hereafter established, except as may be limited in the Base Indenture as at the time supplemented, amended and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented, amended and modified; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
2.375% SENIOR NOTES DUE 2028
Section 101. Establishment. There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Companys 2.375% Senior Notes due 2028 (the Notes).
There are to be authenticated and delivered on the date hereof $600,000,000 principal amount of Notes, and such principal amount of the Notes may be increased or decreased from time to time pursuant to the terms and conditions of the Base Indenture, including Section 3.01 and 3.03 thereof. All Notes need not be issued at the same time and such series may be reopened at any time, without the consent of any Holder, for issuances of additional Notes. Any such additional Notes will have the same interest rate, maturity and other terms as those initially issued (except for the issue date, issue price, and, in some cases, the first payment of interest or interest accruing prior to the issue date of such additional Notes). Any additional Notes having such similar terms, together with the Notes issued on the date hereof, shall constitute a single series of Notes under the Indenture. Additional Notes of a series may only bear the