Form 8-K

8-K — Kenvue Inc.

Accession: 0000950157-26-001094

Filed: 2026-10-13

Period: 2026-10-09

CIK: 0001944048

SIC: 2844 (PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 — THIRD SUPPLEMENTAL INDENTURE (ex4-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001944048

2026-10-09

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 9, 2026

Kenvue Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41697

88-1032011

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Kenvue Way

Summit, New Jersey

07901

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (908) 874-1200

Not applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.01

KVUE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement

On October 9, 2026, Kenvue Inc. (the “Company”)

entered into a Third Supplemental Indenture dated as of October 9, 2026 (the “Third Supplemental Indenture”), to the indenture

dated as of March 22, 2023, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the

“Base Indenture”), as supplemented by (i) the first supplemental indenture dated as of March 22, 2023 (the “First Supplemental

Indenture”), providing for the issuance of the Company’s 5.050% Senior Notes due 2028 (the “2028 Notes”), 5.000%

Senior Notes due 2030 (the “2030 Notes”), 4.900% Senior Notes due 2033 (the “2033 Notes”), 5.100% Senior Notes

due 2043 (the “2043 Notes”), 5.050% Senior Notes due 2053 (the “2053 Notes”) and 5.200% Senior Notes due 2063

(the “2063 Notes”) and (ii) the second supplemental indenture dated as of May 22, 2025 (the “Second Supplemental Indenture”

and, together with the Base Indenture and the First Supplemental Indenture, as further supplemented by the Third Supplemental Indenture,

the “Indenture”), providing for the issuance of the Company’s 4.850% Senior Notes due 2032 (the “2032 Notes”

and, together with the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2043 Notes, the 2053 Notes and the 2063 Notes, the “Existing

Kenvue Notes”).

The Third Supplemental Indenture was entered into

to effect certain amendments to the Indenture (described below) for which consents were solicited by Kimberly-Clark Corporation (“Kimberly-Clark”)

on behalf of the Company (each a “Consent Solicitation” and, collectively, the “Consent Solicitations”), in connection

with Kimberly-Clark’s previously announced offers to exchange any and all Existing Kenvue Notes for up to $7,000,000,000 aggregate

principal amount of new notes issued by Kimberly-Clark (the “Kimberly-Clark Notes”) and cash (each, an “Exchange Offer”

and, collectively, the “Exchange Offers”).

The amendments contained in the Third Supplemental

Indenture (1) eliminate substantially all of the restrictive covenants in the Indenture with respect to each series of Existing Kenvue

Notes, (2) eliminate certain of the events which may lead to an “Event of Default” in the Indenture with respect to each series

of Existing Kenvue Notes (other than the failure to pay principal, premium or interest), (3) eliminate the Securities and Exchange Commission

reporting covenant in the Indenture with respect to each series of Existing Kenvue Notes and (4) eliminate certain restrictions on the

Company in the Indenture from consolidating with or merging into any other person or conveying, transferring or leasing all or any of

its properties and assets to any person with respect to each series of Existing Kenvue Notes (collectively, the “Amendments”).

The Third Supplemental Indenture was effective

upon execution; provided that the Amendments with respect to a series of the Existing Kenvue Notes will become operative only upon the

settlement of the Exchange Offer and Consent Solicitation relating to such series of the Existing Kenvue Notes (the time of such settlement,

the “Settlement Date”) in accordance with the terms of the confidential offering memorandum and consent solicitation statement,

dated as of September 28, 2026 (as amended or supplemented from time to time). The Settlement Date is expected to occur promptly following

the expiration date of the Exchange Offers (the time of such expiration, the “Expiration Date”). The Expiration Date is expected

to occur on or about the closing date of the acquisition of the Company by Kimberly-Clark. On the Settlement Date, with respect to a series

of Existing Kenvue Notes, the Amendments effected by the Third Supplemental Indenture with respect to such series of Existing Kenvue Notes

will become automatically operative without any further action from the Company, the Trustee, Kimberly-Clark or the holders of the Existing

Kenvue Notes.

The foregoing description of the Third Supplemental

Indenture does not purport to be complete and is qualified in its entirety by reference to the Third Supplemental Indenture, a copy of

which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

This Current Report on Form 8-K does not constitute

an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect

to, any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification

under the securities laws of any such jurisdiction.

The Kimberly-Clark Notes offered in the Exchange

Offers have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities

laws. Therefore, the Kimberly-Clark Notes may not be offered or sold in the United States absent registration or an applicable exemption

from the registration requirements of the Securities Act and any applicable state securities laws.

Cautionary Statement Regarding Forward-Looking

Statements

This Current Report on Form 8-K contains “forward-looking

statements” as defined in the Private Securities Litigation Reform Act of 1995, regarding the settlement of the Exchange Offers

and Consent Solicitations. Forward-looking statements may be identified by the use of words such as “plans,” “expects,”

“may,” “will,” “anticipates,” “estimates,” “aims,” and other words of similar

meaning in conjunction with, among other things: discussions of future operations and expected costs and payments. The reader is cautioned

not to rely on these forward-looking statements. These statements are based on current beliefs, expectations and assumptions of future

events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results and financial

condition could vary materially from the expectations and projections of the Company and its affiliates. Potential risks and uncertainties

that could cause actual events and results described in this Current Report on Form 8-K to differ from those expected include, among others,

risks around consummation of the previously announced acquisition of the Company by Kimberly-Clark.

A list and descriptions of additional risks,

uncertainties and other factors can be found in the Company’s filings with the Securities and Exchange Commission, including its

most recent Annual Report on Form 10-K and other filings, available at www.kenvue.com

or on request from the Company. The Company and its affiliates undertake no obligation to update any forward-looking statements, whether

as a result of new information, future events or developments or otherwise, other than as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number

Exhibit Description

4.1

Third Supplemental Indenture dated October 9, 2026 between the Company and Deutsche Bank Trust Company Americas, as trustee, to the Indenture dated March 22, 2023 between the Company and Deutsche Bank Trust Company Americas, as trustee

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KENVUE INC.

Date: October 13, 2026

By:

/s/ Pinto Adhola

Name:

Pinto Adhola

Title:

Assistant General Counsel, North America & Corporate Secretary

EX-4.1 — THIRD SUPPLEMENTAL INDENTURE

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit 4.1

KENVUE INC.

5.050% Senior Notes due 2028

5.000% Senior Notes due 2030

4.850% Senior Notes due 2032

4.900% Senior Notes due 2033

5.100% Senior Notes due 2043

5.050% Senior Notes due 2053

5.200% Senior Notes due 2063

Third Supplemental Indenture

Dated as of October 9, 2026

Deutsche Bank Trust Company Americas, as

Trustee

TABLE OF CONTENTS

Page

ARTICLE One EFFECTIVENESS OF INDENTURE

Section 1.01.

Effectiveness of the Indenture.

ARTICLE Two AMENDMENTS TO THE INDENTURE

Section 2.01.

Deletions.

Section 2.02.

Amendments to the Outstanding Securities.

Section 2.03.

Waiver of Defaults.

ARTICLE Three MISCELLANEOUS

Section 3.01.

Governing Laws; Waiver of Jury Trial.

Section 3.02.

Capitalized Terms.

Section 3.03.

No Adverse Interpretation of Other Agreements.

Section 3.04.

Successors and Assigns.

Section 3.05.

Severability.

Section 3.06.

Force Majeure.

Section 3.07.

Table of Contents, Headings, Etc.

Section 3.08.

Counterparts.

Section 3.09.

Confirmation of Indenture; Conflicts.

Section 3.10.

Trustee Disclaimer.

THIS THIRD SUPPLEMENTAL INDENTURE

dated as of October 9, 2026 (this “Supplemental Indenture”), to the Indenture dated as of March 22, 2023 (the

“Base Indenture” and, together with the first supplemental indenture dated March 22, 2023 (the “First Supplemental

Indenture”) and the second supplemental indenture dated May 22, 2025 (the “Second Supplemental Indenture”),

the “Indenture”), by and between Kenvue Inc., a Delaware corporation (the “Company”), and Deutsche

Bank Trust Company Americas, as trustee (the “Trustee”).

Each party agrees as follows

for the benefit of the other parties and for the equal and ratable benefit of the Holders:

WHEREAS, the Company and the

Trustee have duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of the Company’s

debentures, notes or other debt instruments to be issued in one or more Series as in the Base Indenture provided (as defined therein,

“Securities”);

WHEREAS, there are outstanding

on the date hereof Securities of seven Series consisting of: (i) $1,000,000,000 aggregate principal amount of 5.050% Senior Notes due

2028 (the “2028 Notes”); (ii) $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2030 (the “2030

Notes”); (iii) $750,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “2032 Notes”);

(iv) $1,250,000,000 aggregate principal amount of 4.900% Senior Notes due 2033 (the “2033 Notes”); (v) $750,000,000

aggregate principal amount of 5.100% Senior Notes due 2043 (the “2043 Notes”); (vi) $1,500,000,000 aggregate principal

amount of 5.050% Senior Notes due 2053 (the “2053 Notes”); and (vii) $750,000,000 aggregate principal amount of 5.200%

Senior Notes due 2063 (the “2063 Notes” and, together with the 2028 Notes, the 2030 Notes, the 2032 Notes, the 2033

Notes, the 2043 Notes and the 2053 Notes, the “Outstanding Securities”);

WHEREAS, Kimberly-Clark Corporation

(“Kimberly-Clark”) offered Holders of each Series of the Outstanding Securities, in each case upon the terms and subject

to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated September 28, 2026 (as amended

or supplemented from time to time, the “Consent Solicitation Statement”), the opportunity to exchange (each, an “Exchange

Offer” and collectively, the “Exchange Offers”) any and all of their Outstanding Securities of such Series

that are validly tendered, and not validly withdrawn by the dates specified therein for new notes issued by Kimberly-Clark, upon the terms

and subject to the conditions set forth in the Consent Solicitation Statement;

WHEREAS, Section 9.02 of the

Base Indenture provides that, with the consent of the Holders of at least a majority of the aggregate principal amount of the Outstanding

Securities of each Series affected by this Supplemental Indenture (with respect to a Series of Outstanding Securities, the “Requisite

Consent”), the Company and the Trustee may enter into a supplemental indenture for the purpose of adding any provisions to or

changing in any manner or eliminating any of the provisions of the Base Indenture or any supplemental indenture or of modifying in any

manner the rights of the Holders of each such Series;

WHEREAS, upon the terms and

subject to the conditions set forth in the Consent Solicitation Statement, Kimberly-Clark, on behalf of the Company, has been soliciting

consent (the “Consent Solicitation”) of the Holders of the Outstanding Securities of each Series to certain proposed

amendments to the Indenture with respect to such Series as set forth in Article Two of this Supplemental Indenture (with respect to a

Series of Outstanding Securities, the “Proposed Amendments”);

WHEREAS, the Company, having

received the Requisite Consent with respect to each Series of Outstanding Securities for the Proposed Amendments, desires to amend the

Indenture as provided in this Supplemental Indenture and, as such, delivered to the Trustee a request for the Trustee to join with the

Company in the execution of this Supplemental Indenture, along with an Officer’s Certificate and an Opinion of Counsel stating that

the execution of this Supplemental Indenture is permitted pursuant to Section 9.02 of the Base Indenture;

WHEREAS, the conditions set

forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

WHEREAS, all things necessary

to make this Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment

of, and supplement to, the Indenture have been done;

NOW, THEREFORE:

In consideration of the foregoing

and for other good and valuable consideration, and notwithstanding any provision of the Indenture which, absent this Supplemental Indenture,

might operate to limit such action, the Company covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders

of each Series of Outstanding Securities, that the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:

ARTICLE

One

EFFECTIVENESS OF INDENTURE

Section 1.01. Effectiveness of the Indenture.

This Supplemental Indenture

shall be effective with respect to each Series of Outstanding Securities upon execution and delivery of this instrument by the parties

hereto, and shall be binding on the Company, the Trustee and every Holder of the Outstanding Securities heretofore or hereafter authenticated

and delivered under the Indenture, upon the execution and delivery by the parties to this Supplemental Indenture; provided that the Proposed

Amendments with respect to a Series of Outstanding Securities shall become operative only upon the settlement of the Exchange Offer relating

to such Series of Outstanding Securities in accordance with the terms of the Consent Solicitation Statement (the time of such settlement,

the “Settlement Date”). On the Settlement Date with respect to a Series of Outstanding Securities the Proposed Amendments

effected by this Supplemental Indenture with respect to such Series of Outstanding Securities shall become automatically operative without

any further action from Company, the Trustee, Kimberly-Clark or the Holders of the Outstanding Securities.

ARTICLE

Two

AMENDMENTS TO THE INDENTURE

Section 2.01. Deletions.

Subject to Section 2.02, the

following provisions of the Base Indenture and all cross references and other references thereto in the Indenture (including any defined

terms used solely in the applicable covenants or other sections) will be deleted in their entirety and the Company shall be released from

its obligations under the following provisions of the Base Indenture, in each case, with respect to each Series of Outstanding Securities,

provided that the clause, section and article numbers, as applicable, will remain and the words “[Intentionally Omitted]”

shall replace the title thereto:

(a) Section

4.02 – SEC Reports

(b) Section

4.03 – Compliance Certificate

4.04 – Stay, Extension and Usury Laws

(d) Section

4.06 – Maintenance of Office or Agency

(e) Section

4.08 – Restrictions on Secured Debt

(f) Section

4.09 – Restrictions on Sale and Leaseback Transactions

(g) Sections

5.01 (b) and (c) – When Company May Merge, Etc.

(h) Section

6.01 (c)-(f) (inclusive) – Events of Default (including, with respect to the 2028 Notes, 2030 Notes, 2033 Notes, 2043 Notes, 2053

Notes and 2063 Notes, as amended by Section 5.01 of the First Supplemental Indenture, as applicable).

Section 2.02. Amendments to the Outstanding Securities.

The Outstanding Securities

of each Series are hereby amended to delete or modify all provisions inconsistent with the Proposed Amendments (including any defined

terms used solely in the covenants or sections deleted thereby or any cross-references to such provisions) to the Indenture effected by

this Supplemental Indenture, and each Registered Global Security of such Series shall be deemed supplemented, modified and amended in

such manner as necessary to make the terms of such Registered Global Security consistent with the terms of the Indenture, as amended by

this Supplemental Indenture. To the extent of any conflict between the terms of the Registered Global Security and the terms of the Indenture,

as amended by this Supplemental Indenture, the terms of the Indenture, as amended by this Supplemental Indenture, shall govern and be

controlling.

Section 2.03. Waiver of Defaults.

By consenting to the Proposed

Amendments, with respect to a Series of Outstanding Securities, each Holder shall be deemed to have waived any Default, Event of Default

or other consequence under the Indenture with respect to the applicable Series of Outstanding Securities for failure to comply with the

terms of the provisions identified in Section 2.01 above (whether occurring before or after the date of this Supplemental Indenture).

Failure to comply with the terms of the provisions identified in Section 2.01 above shall not constitute a Default or an Event of Default

under the Indenture and shall not have any other consequence with respect to any Series of Outstanding Securities.

ARTICLE

Three

MISCELLANEOUS

Section 3.01. Governing Laws; Waiver of Jury

Trial.

THIS SUPPLEMENTAL INDENTURE

SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

WITH THE LAWS OF SUCH STATE, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5- 1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND

NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).

EACH OF THE COMPANY AND THE

TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL

PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 3.02. Capitalized Terms.

Capitalized terms used but

not defined herein have the meanings ascribed to such terms in the Base Indenture. To the extent terms defined herein differ from the

Base Indenture the terms defined herein will govern.

Section 3.03. No Adverse Interpretation of

Other Agreements.

This Supplemental Indenture

may not be used to interpret another indenture (other than the Base Indenture), loan or debt agreement of the Company or a Subsidiary.

Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture (other than the Base Indenture, the

First Supplemental Indenture and the Second Supplemental Indenture).

Section 3.04. Successors and Assigns.

All agreements of the Company

in this Supplemental Indenture and in the Outstanding Securities shall bind its successor. All agreements of the Trustee in this Supplemental

Indenture shall bind its successor.

Section 3.05. Severability.

In case any provision in this

Supplemental Indenture or in any Series of Outstanding Securities shall be invalid, illegal or unenforceable, the validity, legality and

enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.06. Force Majeure.

In no event shall the Trustee

or any Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused

by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war

or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, and interruptions, loss or malfunctions

of utilities, communications or computer (software and hardware) services; it being understood that the Trustee and such Agent shall use

reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under

the circumstances.

Section 3.07. Table of Contents, Headings,

Etc.

The Table of Contents, Cross

Reference Table, and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference

only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.08. Counterparts.

This Supplemental Indenture

may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall

be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart

of a signature page of this Supplemental Indenture by facsimile or other electronic imaging means shall be effective as delivery of a

manually executed counterpart of this Indenture.

The Trustee shall not have

any duty to confirm that the person sending any notice, instruction or other communication by electronic transmission (including by e-mail,

facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed

by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and

digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) shall be

deemed original signatures for all purposes. The Company assumes all risks arising out of the use of electronic signatures and electronic

methods to send communications to the Trustee, including without limitation the risk of the Trustee acting on an unauthorized communication,

and the risk of interception or misuse by third parties.

Section 3.09. Confirmation of Indenture;

Conflicts.

The Indenture, as supplemented

and amended by this Supplemental Indenture, is in all respects ratified and confirmed, and with respect to each Series of Outstanding

Securities, the Indenture, this Supplemental Indenture and all indentures supplemental thereto with respect to such Series shall be read,

taken and construed as one and the same instrument. Upon and after the execution of this Supplemental Indenture, each reference in the

Indenture, as amended by this Supplemental Indenture, to “this Indenture,” “hereunder,” “hereof,”

or words of like import referring to the Indenture shall mean and be a reference to the Indenture, as amended by this Supplemental Indenture.

To the extent of any inconsistency between the terms of the Indenture and this Supplemental Indenture, the terms of this Supplemental

Indenture will control.

Section 3.10. Trustee Disclaimer.

The Trustee accepts the amendments

of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but

on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting its liabilities and responsibilities

in the performance of the trust created by the Indenture, as hereby amended, and without limiting the generality of the foregoing, the

Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all

of which recitals or statements are made solely by the Company, and the Trustee makes no representation with respect to any such matters.

Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture other than as to the

validity of its execution and delivery by the Trustee. For the avoidance of doubt, the Trustee, by executing this Supplemental Indenture

in accordance with the terms of the Indenture, does not agree to undertake additional actions nor does it consent to any transaction beyond

what is expressly set forth in this Supplemental Indenture, and the Trustee reserves all rights and remedies under the Indenture.

SIGNATURES

IN WITNESS WHEREOF, the parties

have caused this Supplemental Indenture to be duly executed, all as of the date first above

KENVUE INC.

By:

/s/ Mercedes Michel

Name:

Mercedes Michel

Title:

Treasurer

[Signature Page to Supplemental Indenture]

Deutsche Bank Trust Company

Americas,

as Trustee

By:

/s/ Carol Ng

Name:

Carol Ng

Title:

Vice President

By:

/s/ Kenneth R. Ring

Name:

Kenneth R. Ring

Title:

Director

[Signature Page to Supplemental Indenture]

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dei_EntityAddressStateOrProvince

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Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

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Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

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Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Former Legal or Registered Name of an entity

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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