Exhibit 4.1

 

 

HOLCIM LTD

 

and

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 

as Trustee

 

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 First Supplemental Indenture

 

Dated as of June 18, 2025

 

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TABLE OF CONTENTS

SUPPLEMENTAL INDENTURE dated as of June 18, 2025 (this “Supplemental Indenture”), to the Indenture dated as of June 18, 2025 (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”), among Holcim Finance US LLC, a Delaware limited liability company (the “Company”), Amrize Ltd, a Swiss incorporated company with limited liability (“Amrize”), Holcim Ltd, a Swiss incorporated company with limited liability (“Holcim”), and The Bank of New York Mellon Trust Company, N.A., 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 (as defined herein):

 

WHEREAS, the Company, Amrize, Holcim 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, the Company, Amrize and Holcim desire and have requested the Trustee to join in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Company of six Series of Securities designated as the Company’s 3.500% Senior Notes due 2026 (the “2026 Notes”), the Company’s 4.200% Senior Notes due 2033 (the “2033 Notes”), the Company’s 7.125% Senior Notes due 2036 (the “2036 Notes”), the Company’s 6.875% Senior Notes due 2039 (the “2039 Notes”), the Company’s 6.500% Senior Notes due 2043 (the “2043 Notes”) and the Company’s 4.750% Senior Notes due 2046 (the “2046 Notes” and, together with the 2026 Notes, the 2033 Notes, the 2036 Notes, the 2039 Notes and the 2043 Notes, the “Initial Notes”), each guaranteed by Amrize, substantially in the forms attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E and Exhibit F respectively, on the terms set forth herein, together with any Exchange Notes (as defined in Appendix A hereto) issued therefor as provided herein (the Initial Notes and the Exchange Notes (as defined herein), are together referred to herein as the “Notes”);

 

WHEREAS, Section 2.01 of the Base Indenture provides that a supplemental indenture may be entered into by the Company, Amrize, Holcim and the Trustee for such purpose, without the consent of Holders, provided certain conditions are met;

 

WHEREAS, the conditions set forth in the Base 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, Amrize, Holcim and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture have been done;

 

NOW, THEREFORE:

 

In consideration of the premises and purchase and acceptance of the Notes by the Holders thereof, the Company, Amrize and Holcim covenant and agree with the Trustee, for the equal and ratable benefit of the Holders, that the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:

 

ARTICLE ONE

 

CERTAIN DEFINITIONS

 

The following terms have the meanings set forth below in this Supplemental Indenture. 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.

 

“Authorized Agent” has the meaning provided in Section 6.02.

 

“Business Day” means, unless otherwise provided for by board resolution, officer’s certificate or supplemental indenture to the Indenture governing the Notes of a particular Series, each day that is not a Saturday, Sunday or a day on which banking institutions in the City of New York are not required by law, regulation or executive order to be open.

 

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

 

“Change of Control Payment Date” has the meaning provided in Section 4.07.

 

“Early Tender Premium” means $30 principal amount of Notes issued hereunder, plus $2.50 in cash, as more fully described in the exchange offering memorandum for the Notes, dated May 19, 2025.

 

“Holder” means the Person in whose name a Note is registered in the books of the Registrar for the Notes.

 

“Indenture” has the meaning provided in the Preamble.

 

“Notes” has the meaning provided in the Recitals.

 

“Paying Agent” means The Bank of New York Mellon Trust Company, N.A., or any successor paying agent.

 

 

“Registrar” means The Bank of New York Mellon Trust Company, N.A., or any successor registrar of the Notes.

 

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

 

“Trustee” has the meaning provided in the Preamble.

 

ARTICLE TWO

 

SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL

 

Section 2.01.     Scope of Supplemental Indenture and Terms.The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall not be limited in aggregate principal amount, and shall not apply to any other Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements.

 

(a)      Pursuant to this Supplemental Indenture, there is hereby created and designated six Series of Securities under the Base Indenture entitled the “3.500% Senior Notes due 2026,” the “4.200% Senior Notes due 2033,” the “7.125% Senior Notes due 2036,” the “6.875% Senior Notes due 2039”, the “6.500% Senior Notes due 2043” and the “4.750% Senior Notes due 2046.”

 

(b)      The 2026 Notes shall be in the form of Exhibit A hereto (the “Specimen 2026 Note”), which is hereby incorporated into this Supplemental Indenture by reference. The terms of the 2026 Notes shall be as follows:

 

(i)         The 2026 Notes are to be issued initially in a total principal amount of $325,866,000; provided, however, that the aggregate principal amount of the 2026 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the Indenture and the 2026 Notes.

 

(ii)        The 2026 Notes will mature on September 22, 2026.

 

(iii)       The 2026 Notes will bear interest at a rate of 3.500% per annum.

 

(iv)       The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for the interest payable on any payment date will be as set forth in the Specimen 2026 Note.

 

(v)        Principal and interest on the 2026 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen 2026 Note.

 

(vi)       The 2026 Notes shall be redeemable at the redemption prices and on the terms set forth in Section 4.01 of this Supplemental Indenture. Except as otherwise provided in Section 4.01 of this Supplemental Indenture or the 2026 Notes, redemption of the 2026 Notes shall be made in accordance with the terms of Article 3 of the Base Indenture.

 

(vii)      The 2026 Notes will not be subject to any sinking fund.

 

(viii)     The 2026 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

(ix)       The 2026 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2026 Notes may exchange such interests in accordance with the Indenture and the terms of the 2026 Notes. If the Company concludes that 2026 Notes issued to holders not entitled to the Early Tender Premium (the “Late 2026 Notes”) are not fungible for U.S. federal income tax purposes with 2026 Notes issued to holders entitled to the Early Tender Premium (the “Early 2026 Notes”), in each case in the corresponding exchange offer in respect of which the 2026 Notes will be issued, the Late 2026 Notes and the Early 2026 Notes will be issued under separate Global Notes, each in the form set form in Exhibit A and each with separate CUSIPs and other identifiers but otherwise will be substantially the same. The Late 2026 Notes and Early 2026 Notes will be treated as a single series issued under this Supplemental Indenture for all purposes under the Indenture.

 

(x)        The “Depositary” with respect to the 2026 Notes will initially be the Depository Trust Company (“DTC”).

 

(xi)       Interest on the 2026 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.

 

(xii)      The terms of the 2026 Notes shall include such other terms as are set forth in the Specimen 2026 Note and in the Indenture. To the extent the terms of the Indenture and the Specimen 2026 Note are inconsistent, the terms of the Specimen 2026 Note will govern.

 

(c)       The 2033 Notes shall be in the form of Exhibit B hereto (the “Specimen 2033 Note”), which is hereby incorporated into this Supplemental Indenture by reference. The terms of the 2033 Notes shall be as follows:

 

(i)          The 2033 Notes are to be issued initially in a total principal amount of $50,000,000; provided, however, that the aggregate principal amount of the 2033 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the Indenture and the 2033 Notes.

 

(ii)        The 2033 Notes will mature on June 3, 2033.

 

(iii)       The 2033 Notes will bear interest at a rate of 4.200% per annum.

 

(iv)       The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for the interest payable on any payment date will be as set forth in the Specimen 2033 Note.

 

(v)         Principal and interest on the 2033 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen 2033 Note.

 

(vi)       The 2033 Notes shall be redeemable at the redemption prices and shall be made in accordance with the terms of Article 3 of the Base Indenture.

 

(vii)      The 2033 Notes will not be subject to any sinking fund.

 

(viii)     The 2033 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

(ix)       The 2033 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2033 Notes may exchange such interests in accordance with the Indenture and the terms of the 2033 Notes.

 

(x)        The “Depositary” with respect to the 2033 Notes will initially be DTC.

 

(xi)        Interest on the 2033 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.

 

(xii)      The terms of the 2033 Notes shall include such other terms as are set forth in the Specimen 2033 Note and in the Indenture. To the extent the terms of the Indenture and the Specimen 2033 Note are inconsistent, the terms of the Specimen 2033 Note will govern.

 

(d)      The 2036 Notes shall be in the form of Exhibit C hereto (the “Specimen 2036 Note”), which is hereby incorporated into this Supplemental Indenture by reference. The terms of the 2036 Notes shall be as follows:

 

(i)         The 2036 Notes are to be issued initially in a total principal amount of $444,530,000; provided, however, that the aggregate principal amount of the 2036 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the Indenture and the 2036 Notes.

 

(ii)        The 2036 Notes will mature on July 15, 2036.

 

(iii)       The 2036 Notes will bear interest at a rate of 7.125% per annum.

 

(iv)       The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for the interest payable on any payment date will be as set forth in the Specimen 2036 Note.

 

(v)         Principal and interest on the 2036 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen 2036 Note.

 

(vi)       The 2036 Notes shall be redeemable at the redemption prices and on the terms set forth in Section 4.02 of this Supplemental Indenture. Except as otherwise provided in Section 4.02 of this Supplemental Indenture or the 2036 Notes, redemption of the 2036 Notes shall be made in accordance with the terms of Article 3 of the Base Indenture.

 

(vii)      The 2036 Notes will not be subject to any sinking fund.

 

(viii)     The 2036 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

(ix)       The 2036 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2036 Notes may exchange such interests in accordance with the Indenture and the terms of the 2036 Notes.

 

(x)        The “Depositary” with respect to the 2036 Notes will initially be DTC.

 

(xi)        Interest on the 2036 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.

 

(xii)      The terms of the 2036 Notes shall include such other terms as are set forth in the Specimen 2036 Note and in the Indenture. To the extent the terms of the Indenture and the Specimen 2036 Note are inconsistent, the terms of the Specimen 2036 Note will govern.

 

(e)       The 2039 Notes shall be in the form of Exhibit D hereto (the “Specimen 2039 Note”), which is hereby incorporated into this Supplemental Indenture by reference. The terms of the 2039 Notes shall be as follows:

 

(i)         The 2039 Notes are to be issued initially in a total principal amount of $191,348,000; provided, however, that the aggregate principal amount of the 2039 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the Indenture and the 2039 Notes.

 

(ii)        The 2039 Notes will mature on September 29, 2039.

 

(iii)       The 2039 Notes will bear interest at a rate of 6.875%, per annum, subject to the 2039 Rate Adjustment.

 

(iv)       The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for the interest payable on any payment date will be as set forth in the Specimen 2039 Note.

 

(v)         Principal and interest on the 2039 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen 2039 Note.

 

(vi)       The 2039 Notes shall be redeemable at the redemption prices and on the terms set forth in Section 4.03 of this Supplemental Indenture. Except as otherwise provided in Section 4.03 of this Supplemental Indenture or the 2039 Notes, redemption of the 2039 Notes shall be made in accordance with the terms of Article 3 of the Base Indenture.

 

(vii)      The 2039 Notes will not be subject to any sinking fund.

 

(viii)     The 2039 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

(ix)       The 2039 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2039 Notes may exchange such interests in accordance with the Indenture and the terms of the 2039 Notes.

 

(x)        The “Depositary” with respect to the 2039 Notes will initially be DTC.

 

(xi)        Interest on the 2039 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.

 

(xii)      The terms of the 2039 Notes shall include such other terms as are set forth in the Specimen 2039 Note and in the Indenture. To the extent the terms of the Indenture and the Specimen 2039 Note are inconsistent, the terms of the Specimen 2039 Note will govern.

 

(xiii)     For purposes of this Section 2.01(e):

 

“2039 Rate Adjustment” means the rate of interest payable on the 2039 Notes will be the 2039 Notes Initial Rate of Interest, subject to adjustment in accordance with the Interest Ratchet (each such adjustment, a “Rate Adjustment”). Any Rate Adjustment shall apply in respect of the interest period commencing on the interest payment date falling on or immediately following the date of the relevant change in rating, until either a further Rate Adjustment becomes effective or to the maturity date for the 2039 Notes, or the date of any earlier redemption of the 2039 Notes, as the case may be. Notwithstanding any other provision hereof, there shall be no Rate Adjustment at any time after notice of redemption has been given by the Company in respect of the 2039 Notes. There shall be no limit on the number of times that a Rate Adjustment may be made during the term of the 2039 Notes, provided always that at no time during the term of the 2039 Notes will the rate of interest payable on the 2039 Notes be less than the 2039 Notes Initial Rate of Interest or more than the 2039 Notes Initial Rate of Interest plus 1.25% per annum. If an event giving rise to a Rate Adjustment occurs, the Company shall deliver or procure that there is delivered to the Trustee a certificate signed by two directors of the Company confirming the same and the interest rate resulting therefrom and will give notice thereof to holders of the 2039 Notes as soon as possible after the occurrence of the relevant event but in no event later than the tenth business day thereafter.

 

“2039 Notes Initial Rate of Interest” means 6.875% per annum;

 

“Interest Ratchet” means the following rates of interest: (i) upon the occurrence of a Step Up Rating Change: the 2039 Notes Initial Rate of Interest plus 1.25% per annum; and (ii) upon the occurrence of a Step Down Rating Change: the 2039 Notes Initial Rate of Interest;

 

“Investment Grade” means Baa3 (in the case of Moody’s) or BBB- (in the case of S&P or Fitch) or the equivalent rating level of any other Substitute Rating Agency or higher;

 

“Rating” means a rating of the 2039 Notes;

 

“Rating Agency” means Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies Inc. (“S&P”) or Fitch Inc. (“Fitch”), any of their respective successors or any other rating agency (a “Substitute Rating Agency”) selected or substituted for any of them by Amrize and Holcim (but, in the case of Holcim, only if the Springing Holcim Guarantees have been granted) from time to time.

 

“Step Down Rating Change” means the first public announcement after a Step Up Rating Change by one or more Rating Agencies of an increase in the Rating with the result that none of the Rating Agencies rate the 2039 Notes below Investment Grade (provided always that if less than two Rating Agencies maintain a Rating at such time the Step Down Rating Change shall not occur until at least two Rating Agencies have assigned or maintain an Investment Grade Rating); and

 

“Step Up Rating Change” means (i) the first public announcement by one or more Rating Agencies of a decrease in the Rating to below Investment Grade or (ii) there ceasing to be a Rating assigned by at least two Rating Agencies. For the avoidance of doubt, following a Step Up Rating Change any further decrease in the Rating by any Rating Agency or any further withdrawal of Rating shall not constitute a further Step Up Rating Change.

 

(f)       The 2043 Notes shall be in the form of Exhibit E hereto (the “Specimen 2043 Note”), which is hereby incorporated into this Supplemental Indenture by reference. The terms of the 2043 Notes shall be as follows:

 

(i)         The 2043 Notes are to be issued initially in a total principal amount of $238,925,000; provided, however, that the aggregate principal amount of the 2043 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the Indenture and the 2043 Notes.

 

(ii)        The 2043 Notes will mature on September 12, 2043.

 

(iii)       The 2043 Notes will bear interest at a rate of 6.500% per annum.

 

(iv)       The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for the interest payable on any payment date will be as set forth in the Specimen 2043 Note.

 

(v)         Principal and interest on the 2043 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen 2043 Note.

 

(vi)       The 2043 Notes shall be redeemable at the redemption prices and on the terms set forth in Section 4.04 of this Supplemental Indenture. Except as otherwise provided in Section 4.04 of this Supplemental Indenture or the 2043 Notes, redemption of the 2043 Notes shall be made in accordance with the terms of Article 3 of the Base Indenture.

 

(vii)      The 2043 Notes will not be subject to any sinking fund.

 

(viii)     The 2043 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

(ix)       The 2043 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2043 Notes may exchange such interests in accordance with the Indenture and the terms of the 2043 Notes.

 

(x)        The “Depositary” with respect to the 2043 Notes will initially be DTC.

 

(xi)       Interest on the 2043 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.

 

(xii)      The terms of the 2043 Notes shall include such other terms as are set forth in the Specimen 2043 Note and in the Indenture. To the extent the terms of the Indenture and the Specimen 2043 Note are inconsistent, the terms of the Specimen 2043 Note will govern.

 

(g)       The 2046 Notes shall be in the form of Exhibit F hereto (the “Specimen 2046 Note”), which is hereby incorporated into this Supplemental Indenture by reference. The terms of the 2046 Notes shall be as follows:

 

(i)         The 2046 Notes are to be issued initially in a total principal amount of $553,505,000; provided, however, that the aggregate principal amount of the 2046 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the Indenture and the 2046 Notes.

 

(ii)        The 2046 Notes will mature on September 22, 2046.

 

(iii)       The 2046 Notes will bear interest at a rate of 4.750% per annum.

 

(iv)       The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for the interest payable on any payment date will be as set forth in the Specimen 2046 Note.

 

(v)         Principal and interest on the 2046 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen 2046 Note.

 

(vi)       The 2046 Notes shall be redeemable at the redemption prices and on the terms set forth in Section 4.05 of this Supplemental Indenture. Except as otherwise provided in Section 4.05 of this Supplemental Indenture or the 2046 Notes, redemption of the 2046 Notes shall be made in accordance with the terms of Article 3 of the Base Indenture.

 

(vii)      The 2046 Notes will not be subject to any sinking fund.

 

(viii)     The 2046 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

(ix)       The 2046 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2046 Notes may exchange such interests in accordance with the Indenture and the terms of the 2046 Notes.

 

(x)         The “Depositary” with respect to the 2046 Notes will initially be DTC.

 

(xi)        Interest on the 2046 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.

 

(xii)      The terms of the 2046 Notes shall include such other terms as are set forth in the Specimen 2046 Note and in the Indenture. To the extent the terms of the Indenture and the Specimen 2046 Note are inconsistent, the terms of the Specimen 2046 Note will govern.

 

Section 2.02.     Guarantees

 

Each series of Notes will be fully and unconditionally guaranteed as to payment of principal, premium, if any, interest and Additional Amounts, if any on a senior unsecured basis by Amrize and, if the Springing Holcim Guarantees are required to be granted pursuant to Section 12.03 of the Base Indenture and until the Springing Holcim Guarantee Release Date, if any, also by Holcim, pursuant to the Base Indenture on the terms set forth therein.

 

ARTICLE THREE

 

THE NOTES

 

Section 3.01.     Form and Dating.Provisions relating to the Initial Notes and the Exchange Notes are set forth in Appendix A, which is hereby incorporated in and expressly made part of this Supplemental Indenture.

 

ARTICLE FOUR

 

REDEMPTION AND PREPAYMENT

 

The following provision shall apply with respect to the Notes:

 

Section 4.01.          Redemption at the Option of the Company for the 2026 Notes.

 

(a)          The 2026 Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the holders of the 2026 Notes (which notice shall be irrevocable), at their Early Redemption Amount, together with interest accrued to the Early Redemption Date.

 

(b)      For purposes of this Section 4.01:

 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2026 Notes to be redeemed (assuming, for this purpose, that the 2026 Notes matured on June 22, 2026) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2026 Notes.

 

“Comparable Treasury Price” for any Early Redemption Date means (1) the average of the Reference Treasury Dealer Quotations for the Early Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

 

“Early Redemption Amount” means (1) if the date fixed for redemption falls prior to June 22, 2026 the greater of (i) 100% of the principal amount of the 2026 Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2026 Notes that would be due if such 2026 Notes matured on June 22, 2026 (the date that is three months prior to the maturity date for the 2026 Notes) but for the redemption (not including any portion of such payments of interest accrued as of the Early Redemption Date) discounted to the Early Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, as calculated by an Independent Investment Banker, plus accrued and unpaid interest to the Early Redemption Date in either case; or (2) if the date fixed for redemption falls on or after June 22, 2026 the principal amount of the 2026 Notes, plus accrued and unpaid interest to the Early Redemption Date.

 

“Early Redemption Date” means the date fixed for the redemption of the 2026 Notes pursuant to the Company’s election to redeem the 2026 Notes hereunder.

 

“Independent Investment Banker” means any of BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Santander US Capital Markets LLC and their respective successors, as selected by the Company, or if any such firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company.

 

“Reference Treasury Dealer” means BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Santander US Capital Markets LLC and their respective affiliates or successors; provided that, if any such firm or its affiliates or successors, as applicable, ceases to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.

 

“Treasury Rate” means, with respect to any Early Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Early Redemption Date. The Treasury Rate will be calculated on the third business day preceding the Early Redemption Date.

 

Section 4.02.    Redemption at the Option of the Company for the 2036 Notes.

 

(a)       The 2036 Notes may be redeemed, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the 2036 Notes plus accrued interest to the date of redemption and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the 2036 Notes (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at the Adjusted Treasury Rate, plus 30 basis points.

 

(b)      For purposes of this Section 4.02:

 

 “Adjusted Treasury Rate” means, with respect to any redemption date for the 2036 Notes, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 2036 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity in the remaining terms of such 2036 Notes.

 

“Comparable Treasury Price” means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such redemption date.

 

“Quotation Agent” means the Reference Treasury Dealer after consultation with us.

 

“Reference Treasury Dealer’” means any primary U.S. government securities dealer in the United States after consultation with us.

 

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 pm Eastern Standard Time on the third business day preceding such redemption date.

 

Section 4.03.     Redemption at the Option of the Company for the 2039 Notes.

 

(a)       The 2039 Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the holders of the 2039 Notes (which notice shall be irrevocable), at their Early Redemption Amount, together with interest accrued to the date fixed for redemption.

 

(b)      For purposes of this Section 4.03:

 

“Early Redemption Amount” means the greater of (1) the principal amount of the 2039 Notes and (2) the sum of the present values of the remaining scheduled payments to September 29, 2039 (the maturity date for the 2039 Notes) of principal and interest in respect of the 2039 Notes (exclusive of interest accrued to the date fixed for redemption) discounted to the date fixed for redemption on a semi-annual basis (assuming a 360 day year consisting of twelve 30 day months) at the Treasury Rate plus 45 basis points, as determined by an Independent Financial Advisor.

 

“Independent Financial Advisor” means an independent financial institution appointed by the Company.

 

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to September 29, 2039 (the maturity date for the 2039 Notes); provided, however, that if the period from the redemption date to September 29, 2039 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used, such yield to be determined by an Independent Financial Advisor.

 

Section 4.04.     Redemption at the Option of the Company for the 2043 Notes.

 

(a)       The 2043 Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the holders of the 2043 Notes (which notice shall be irrevocable), at their Early Redemption Amount, together with interest accrued to the date fixed for redemption.

 

(b)      For purposes of this Section 4.04:

 

“Early Redemption Amount” means the greater of (1) the principal amount of the 2043 Notes and (2) the sum of the present values of the remaining scheduled payments to September 12, 2043 (the maturity date for the 2039 Notes) of principal and interest in respect of the 2043 Notes (exclusive of interest accrued to the date fixed for redemption) discounted to the date fixed for redemption on a semi-annual basis (assuming a 360 day year consisting of twelve 30 day months) at the Treasury Rate plus 45 basis points, as determined by an Independent Financial Advisor.

 

“Independent Financial Advisor” means an independent financial institution appointed by the Company.

 

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to September 12, 2043 (the maturity date for the 2043 Notes); provided, however, that if the period from the redemption date to September 12, 2043 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used, such yield to be determined by an Independent Financial Advisor.

 

Section 4.05.     Redemption at the Option of the Company for the 2046 Notes.

 

(a)       The 2046 Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the holders of the 2046 Notes (which notice shall be irrevocable), at their Early Redemption Amount, together with interest accrued to the Early Redemption Date.

 

(b)       For purposes of this Section 4.04:

 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2046 Notes to be redeemed (assuming, for this purpose, that the 2046 Notes matured on March 22, 2046) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2046 Notes.

 

“Comparable Treasury Price” for any Early Redemption Date means (1) the average of the Reference Treasury Dealer Quotations for the Early Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

 

“Early Redemption Amount” means (1) if the date fixed for redemption falls prior to March 22, 2046 (the date that is six months prior to the maturity date for the 2046 Notes) the greater of (i) 100% of the principal amount of the 2046 Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2046 Notes that would be due if such 2046 Notes matured on March 22, 2046 but for the redemption (not including any portion of such payments of interest accrued as of the Early Redemption Date) discounted to the Early Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 40 basis points, as calculated by an Independent Investment Banker, plus accrued and unpaid interest to the Early Redemption Date; or (2) if the date fixed for redemption falls on or after March 22, 2046 the principal amount of the 2046 Notes plus accrued and unpaid interest to the Early Redemption Date.

 

“Early Redemption Date” means the date fixed for the redemption of the 2046 Notes pursuant to the Company’s election to redeem the 2046 Notes hereunder.

 

“Independent Investment Banker” means any of BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Santander US Capital Markets LLC and their respective successors, as selected by the Company, or if any such firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company.

 

“Reference Treasury Dealer” means BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Santander US Capital Markets LLC and their respective affiliates or successors; provided that, if any such firm or its affiliates or successors, as applicable, ceases to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.

 

“Treasury Rate” means, with respect to any Early Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Early Redemption Date. The Treasury Rate will be calculated on the third business day preceding the Early Redemption Date.

 

Section 4.06.     Redemption for Tax Reasons.The Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at their principal amount, together with interest accrued and unpaid to the date fixed for redemption and all Additional Amounts (if any) then due, if, immediately before giving such notice:

 

(i)         the Company (or a Guarantor) has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws of a Tax Jurisdiction, or any change in the application or official interpretation of such laws (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Notes’ issue date (or in the case of a successor entity that is required to pay such Additional Amounts with respect to taxes imposed under the laws of a jurisdiction that was not a Tax Jurisdiction before such entity became an obligor, on or after the date such entity became an obligor under the Notes or Guarantees, as the case may be) and

 

(ii)        such obligation cannot be avoided by the Company (or any Guarantor, as the case may be) taking reasonable measures available to it (including, in the case of a Guarantor, if the Company or another Guarantor could make such payment without the need to pay Additional Amounts and without the Company or any Guarantor incurring material tax or other material costs as a result) provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company (or any Guarantor, as the case may be) would be obliged to pay such Additional Amounts if a payment in respect of the Notes (or a Guarantee, as the case may be) were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver or procure that there is delivered to the Trustee (1) a certificate signed by two authorized signatories of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (2) an opinion of independent tax advisors or legal advisors of recognized standing to the effect that the Company or any Guarantor (as the case may be) has or will become obligated to pay such Additional Amounts as a result of such change or amendment. Upon expiry of any such notice as referred to in this paragraph, the Company shall be bound to redeem the Notes in accordance with this paragraph.

 

Except as set forth in Section 2.03, Section 4.01, Section 4.02, Section 4.03, Section 4.04, Section 4.05 and Section 4.06  herein, the Notes will not be redeemable by the Company prior to maturity and will not be entitled to the benefit of any sinking fund.

 

Section 4.07.     Change of Control Offer to Repurchase.

 

(a)       If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes of each Series in full, pursuant to Section 4.01, Section 4.02, Section 4.03, Section 4.04 or Section 4.05, as applicable, Holders of Notes of any Series offered hereby shall have the right to require the Company to repurchase all or a portion of such Holder’s Notes pursuant to the offer described in this Section 4.07 (such offer, the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

 

(b)       Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall be required to send, by first class mail, or otherwise deliver in accordance with the applicable procedures of DTC, a notice to Holders of Notes of any Series then outstanding, with a copy to the Trustee, which notice shall set forth the terms of the Change of Control Offer. Such notice shall state, among other things, the repurchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, or otherwise delivered to each Holder in accordance with the applicable procedures of DTC, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or otherwise delivered to each holder in accordance with the applicable procedures of DTC prior to the date of consummation of the Change of Control, may state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes of any Series electing to have their Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

 

(c)       The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes of a Series properly tendered and not withdrawn under its offer.

 

(d)       The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.07, the Company will comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue of any such conflict.

 

(e)       For purposes of this Section 4.07, the following definitions are applicable:

 

“Below Investment Grade Rating Event” with respect to the Notes of a Series means that such Series becomes rated below Investment Grade by at least two Rating Agencies on any date from the date of the public notice by the Company or Amrize of an arrangement that results in a Change of Control until the end of the 60-day period following public notice by the Company or Amrize of the occurrence of a Change of Control (which period will be extended so long as the rating of such Series of Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided, however, that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of “Change of Control Triggering Event”), if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Below Investment Grade Rating Event).

 

“Change of Control” means the occurrence of any one of the following:

 

 

 

 

 

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Notwithstanding the foregoing, no Change of Control Triggering Event shall be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

 

“Fitch” means Fitch Ratings Ltd., and its successors.

 

“Investment Grade” means a rating of “BBB-“ or better by S&P (or its equivalent under any successor rating category of S&P), a rating of “Baa3” or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of “BBB-“ or better by Fitch (or its equivalent under any successor rating category of Fitch).

 

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

 

“Rating Agency” means (i) each of S&P, Moody’s and Fitch; and (ii) if any of S&P, Moody’s or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution of the Board of Directors of Amrize) as a replacement agency for S&P, Moody’s or Fitch, or all of them, as the case may be.

 

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and its successors.

 

“Voting Stock” of any specified Person as of any date means any and all shares or equity interests (however designated) of such Person that are at the time entitled to vote generally in the election of the board of directors, managers or trustees of such Person, as applicable.

 

ARTICLE FIVE

 

AMENDMENTS AND WAIVER

 

Section 5.01.     Amendments and Waiver.

 

(a)       Solely with respect to the Notes and this Supplemental Indenture, Section 9.01 of the Base Indenture is hereby amended to add the following:

 

(q)          provide for the issuance of Exchange Notes of such Series as provided in this Indenture.

 

ARTICLE SIX

 

MISCELLANEOUS

 

Section 6.01.     Governing Laws; Waiver of Jury Trial.

 

THIS SUPPLEMENTAL INDENTURE, EACH NOTE AND EACH GUARANTEE 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, AMRIZE, HOLCIM 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, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

 

Section 6.02.     Submission to Jurisdiction.

 

Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture or the transactions contemplated hereby may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and the Company, Amrize, Holcim and the Holders, by acceptance of the Notes, hereby irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding and waive, to the extent permitted by applicable law, any objection to the venue of any of these courts in an action of that type. Amrize and Holcim hereby appoint C T Corporation System at 28 Liberty Street, New York, NY 10005 as agent for service of process, or any successor thereto, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture, the Notes or the Guarantees or the transactions contemplated herein. The Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Authorized Agent agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon Amrize and Holcim.

 

To the extent that Amrize and Holcim have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Amrize and Holcim have irrevocably waived such immunity in respect of its obligations under this Supplemental Indenture, the Notes and the Guarantees, to the extent permitted by law.

 

Notwithstanding the foregoing, nothing herein shall in any way affect the right of the Holders or the Trustee to bring any action arising out of or relating to this Supplemental Indenture, the Notes or the Guarantees in any competent court elsewhere having jurisdiction over Amrize and Holcim or their respective properties.

 

Section 6.03.     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, Amrize, Holcim or a Subsidiary of the Company, Amrize or Holcim. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture (other than the Base Indenture).

 

Section 6.04.     Successors and Assigns.

 

All agreements of the Company, Amrize and Holcim in this Supplemental Indenture and the Notes shall bind its successor. All agreements of the Trustee in this Supplemental Indenture shall bind its successor.

 

Section 6.05.     Severability.

 

In case any provision in this Supplemental Indenture or in the Notes 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 6.06.     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 6.07.     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 6.08.     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, Amrize and Holcim assume 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 6.09.     Confirmation of Indenture; Conflicts.  The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental thereto with respect to the Notes and the Guarantees 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. 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, Amrize and Holcim, 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

 

Appendix A

 

PROVISIONS RELATING TO INITIAL NOTES

 AND EXCHANGE NOTES

 

Section 1.1. Definitions.

 

For the purposes of this Appendix A the following terms shall have the meanings indicated below. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Indenture. To the extent terms defined herein differ from the Indenture the terms defined herein will govern.

 

“Additional Interest” means additional interest owed to the Holders pursuant to a Registration Rights Agreement.

 

“Additional Notes” means any Notes of any Series issued under the Indenture in addition to the Original Notes of such Series, including any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes of such Series, or in all respects except with respect to interest paid or payable on or prior to the first interest payment date after the issuance of such Additional Notes.

 

“Agent Member” means a member of, or a participant in, the Depositary.

 

“Certificated Note” means a Note in registered individual form without interest coupons.

 

“Dealer Managers” means the dealer managers party to the dealer manager agreement dated May 19, 2025, among the Company, Amrize and Holcim.

 

“Depositary” means the depositary of each Global Note, which initially will be DTC.

 

“DTC” means The Depository Trust Company, a New York corporation, and its successors.

 

 “Exchange Notes” means the Notes of any Series issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Notes or any Initial Additional Notes of such Series, in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Notes or any Initial Additional Notes of such Series (except that (i) such Exchange Notes will be registered under the Securities Act, will not be subject to transfer restrictions or bear the Restricted Legend and will bear different CUSIP numbers than the Initial Notes or any Initial Additional Notes of such Series, (ii) the provisions relating to Additional Interest will be eliminated and (iii) the related Amrize Guarantees will be exchanged for registered guarantees having substantially the same terms).

 

“Global Note” means a Note in registered global form without interest coupons.

 

“Holder” or “Noteholder” means the registered holder of any Note.

 

“Initial Additional Notes” means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

 

“Initial Notes” means the Notes of each Series issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

 

“Issue Date” means the date on which the Original Notes are originally issued under the Indenture.

 

“Notes” has the meaning assigned to such terms in the Recitals of this Supplemental Indenture.

 

“Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S.

 

“Original Notes” means the Initial Notes of each Series and any Exchange Notes issued in exchange therefor.

 

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

 

“Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about the Issue Date among the Company, Amrize and the Dealer Managers with respect to the Initial Notes and (ii) with respect to any Initial Additional Notes, any registration rights agreements among the Company, Amrize and the Dealer Managers party thereto relating to rights given by the Company and Amrize to the purchasers of Initial Additional Notes to register such Initial Additional Notes or exchange them for Exchange Notes.

 

“Regulation S” means Regulation S under the Securities Act.

 

“Regulation S Certificate” means a certificate substantially in the form of Exhibit H hereto.

 

“Restricted Legend” means the legend set forth in Exhibit I hereto.

 

“Restricted Period” means the period beginning on the date hereof and ending 40 days thereafter.

 

“Rule 144A” means Rule 144A under the Securities Act.

 

“Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit I hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

 

“Securities Act” means the Securities Act of 1933.

 

“U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Section 4(a)(2).

 

 

(b) Except as otherwise provided in paragraph (c), Section 2.2(b)(3), (b)(5) or (c) or Section 2.3(b)(4), each Certificated Note will bear the Restricted Legend.

 

(c) (1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act or (2) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise or (y) validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

 

(d) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.

 

 

(b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

 

 

 

 

 

 

(c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein)

 

(1) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or

 

(2)(x) sold pursuant to an effective registration statement, pursuant to the Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer.

 

Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.

 

(d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Certificated Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.

 

 

(b) Global Notes.  (1) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the following legend:

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 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, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

 

(2) Each Global Note will be delivered to the Trustee as custodian for the Depositary.  Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (x) as set forth in Section 2.3(b)(4) and (y) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Company or the Trustee, on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.2.

 

(3) Agent Members will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

 

(4) If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Company will promptly execute one or more Certificated Notes in authorized denominations having an equal aggregate principal amount of such Global Note, registered in the name of the owner of the beneficial interest of each such Global Note, as identified to the Trustee by the Depositary. The Trustee will authenticate and deliver such Certificated Notes in exchange for such Global Note and thereupon the Global Note will be deemed canceled upon issuance of such Certificated Notes.  If such Note was an Offshore Global Note, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend.

 

(c) Certificated Notes.  Each Certificated Note will be registered in the name of the Holder thereof or its nominee.

 

(d) Transfers and Exchanges Generally.

 

(1) Global Notes. Transfers of beneficial interests in any Global Notes shall be transferred pursuant to the policies and procedures of the Depositary.

 

(2) Certificated Notes. A Holder may transfer a Certificated Note (or a beneficial interest therein) to another Person or exchange a Certificated Note (or a beneficial interest therein) for another Certificated Note or Certificated Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.2.  The Trustee will promptly register any such transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for the purpose; provided that (x) no transfer or exchange will be effective until the transfer or exchange is registered in such register and (y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Certificated Note for a period of 15 days before a selection of Certificated Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any Certificated Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption (or purchase), that portion of any Certificated Note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date for such Note but on or before the corresponding interest payment date, to register the transfer of or exchange any Certificated Note on or after the Regular Record Date and before the date of redemption or purchase.  Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the person in whose name the Certificated Note is registered as the owner and Holder thereof for all purposes (whether or not the Certificated Note is overdue), and will not be affected by notice to the contrary.

 

From time to time the Company will execute and the Trustee will authenticate additional Certificated Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

 

No service charge will be imposed in connection with any transfer or exchange of any Certificated Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to paragraph (b)(4)).

 

(e) Procedures to Be Followed.  (1) Global Note to Global Note.  If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, such transfer or exchange shall be made pursuant to the policies and procedures of the Depositary. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

 

(2) Global Note to Certificated Note.  If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

 

(3) Certificated Note to Global Note.  If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

 

(4) Certificated Note to Certificated Note.  If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

 

FORM

 

OF

 

3.500% SENIOR NOTE DUE 2026

 

[FORM OF FACE OF NOTE]

THE SECURITY (OR ITS PREDECESSOR), INCLUDING THE RELATED GUARANTEES, EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT:

 

 

 

 

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 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, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

 

 

HOLCIM FINANCE US LLC

 

3.500% SENIOR NOTE DUE 2026

 

HOLCIM FINANCE US LLC, a Delaware limited liability company (herein called the “Company,” which term includes any successor entity under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $[●], or such other amount as indicated on the “Schedule of Exchanges of Notes” attached hereto, on September 22, 2026 (the “Maturity Date”), and to pay interest on said principal sum on March 22 and September 22, commencing on September 22, 2025 (each, an “Interest Payment Date”), at the rate of 3.500% per annum from and including March 22, 2025, payable semi-annually in arrear in equal instalments of $17.50 per $1,000 in principal amount of the 2026 Notes (the “2026 Notes Calculation Amount”). The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for such payment (or, if such fifteenth day is not a business day in the place of the Trustee’s specified office, the next succeeding day which is a business day in such place). If the Company defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver (including by electronic transmission) to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.

 

Payment of the principal of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.

 

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

This Note benefits from the guarantees set forth in the Indenture.

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

[FORM OF REVERSE OF NOTE]

 

HOLCIM FINANCE US LLC

 

3.500% SENIOR NOTE DUE 2026

 

This Note is one of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”), issued and to be issued in one or more Series under an Indenture dated as of June 18, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of June 18, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Amrize Ltd (“Amrize”), Holcim Ltd (“Holcim”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder of the Company, Amrize, Holcim, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities of the Company designated as set forth on the face hereof (herein called the “2026 Notes”), initially limited in aggregate principal amount of $325,866,000.

 

Interest on the 2026 Notes will be payable semi-annually in arrear in equal instalments of the 2026 Notes Calculation Amount on each Interest Payment Date. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for such payment (or, if such fifteenth day is not a business day in the place of the Trustee’s specified office, the next succeeding day which is a business day in such place). Interest on the 2026 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.

 

All payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any Guarantor with respect to any Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes unless the withholding or deduction for, or on account of, such taxes is then required by law. If any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any Guarantor with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction, subject to certain exceptions as described in the Indenture.

 

Whenever in this Note, there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, any of the Notes or any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

 

The 2026 Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the holders of the 2026 Notes (which notice shall be irrevocable), at their Early Redemption Amount, together with interest accrued to the Early Redemption Date.

 

The Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at their principal amount, together with interest accrued and unpaid to the date fixed for redemption and all Additional Amounts (if any) then due, if, immediately before giving such notice:

 

(i)  the Company (or a Guarantor) has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws of a Tax Jurisdiction, or any change in the application or official interpretation of such laws (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Notes’ issue date (or in the case of a successor entity that is required to pay such Additional Amounts with respect to taxes imposed under the laws of a jurisdiction that was not a Tax Jurisdiction before such entity became an obligor, on or after the date such entity became an obligor under the Notes or Guarantees, as the case may be) and

 

(ii) such obligation cannot be avoided by the Company (or any Guarantor, as the case may be) taking reasonable measures available to it (including, in the case of a Guarantor, if the Company or another Guarantor could make such payment without the need to pay Additional Amounts and without the Company or any Guarantor incurring material tax or other material costs as a result) provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company (or any Guarantor, as the case may be) would be obliged to pay such Additional Amounts if a payment in respect of the Notes (or a Guarantee, as the case may be) were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver or procure that there is delivered to the Trustee (1) a certificate signed by two authorized signatories of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (2) an opinion of independent tax advisors or legal advisors of recognized standing to the effect that the Company or any Guarantor (as the case may be) has or will become obligated to pay such Additional Amounts as a result of such change or amendment. Upon expiry of any such notice as referred to in this paragraph, the Company shall be bound to redeem the Notes in accordance with this paragraph.

 

If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Securities in full, Holders of the Securities will have the right to require the Company to repurchase all or a portion of their Securities pursuant to the Change of Control Offer described in the First Supplemental Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, any Guarantor, any other guarantor of the Notes and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company, any Guarantor, any other guarantor of the Notes and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series, to waive compliance by the Company and any Guarantor with certain provisions of the Indenture or the Securities with respect to such Series. Once effective, any such consent or waiver by the Holder of this 2026 Note shall be conclusive and binding upon such Holder and upon all future Holders of this 2026 Note and of any 2026 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this 2026 Note.

 

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

 

If an Event of Default with respect to the 2026 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner and with the effect provided in the Indenture.

 

No reference herein to the Indenture and no provision of this 2026 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this 2026 Note at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2026 Note is registerable in the Security register, upon surrender of this 2026 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 2026 Notes of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by the Indenture.

 

The 2026 Notes are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, this 2026 Note may be exchanged for other Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2026 Note at the office or agency of the Company.

 

No service charge shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.

 

Prior to the presentment of this 2026 Note for registration of transfer, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may deem and treat the Person in whose name this 2026 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this 2026 Note is overdue, and neither the Company, any Guarantor, the Trustee, nor any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary.

 

The Company may, without the consent of the existing Holders of the 2026 Notes, issue additional 2026 Notes of this Series having the same terms (except the issue date, the date from which interest accrues and, in some cases, the first Interest Payment Date) so that existing 2026 Notes and additional 2026 Notes form the same series under the Indenture, provided, however, that if any such additional 2026 Notes are not fungible with the existing 2026 Notes for U.S. federal income tax purposes, such additional 2026 Notes will have a separate CUSIP number. If the Company concludes that 2026 Notes issued to holders not entitled to the Early Tender Premium are not fungible for U.S. federal income tax purposes with 2026 Notes issued to holders entitled to the Early Tender Premium, the 2026 Notes issued to holders not entitled to the Early Tender Premium will trade under a separate CUSIP from 2026 Notes issued to holders entitled to the Early Tender Premium.

 

This 2026 Note and the Guarantees shall be governed by and interpreted in accordance with the laws of the State of New York.

 

All terms used in this 2026 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

 

[FORM OF TRANSFER NOTICE]

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

 

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

 

In connection with any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

 

Check One

☐          (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit I to the First Supplemental Indenture is being furnished herewith.

☐           (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit H to the First Supplemental Indenture is being furnished herewith.

or

☐           (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

 

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

 

¹ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF EXCHANGES OF NOTES

 

The following increases or decreases of this Global Note have been made:

 

 

FORM

 

OF

 

4.200% SENIOR NOTE DUE 2033

 

[FORM OF FACE OF NOTE]

THE SECURITY (OR ITS PREDECESSOR), INCLUDING THE RELATED GUARANTEES,  EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT:

 

 

 

 

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 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, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

 

 

HOLCIM FINANCE US LLC

 

4.200% SENIOR NOTE DUE 2033

 

HOLCIM FINANCE US LLC, a Delaware limited liability company (herein called the “Company,” which term includes any successor entity under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $[●], or such other amount as indicated on the “Schedule of Exchanges of Notes” attached hereto, on June 3, 2033 (the “Maturity Date”), and to pay interest on said principal sum annually on June 3, commencing on June 3, 2026 (each, an “Interest Payment Date”), at the rate of 4.200% per annum from and excluding June 3, 2025. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and excluding, the prior Interest Payment Date to, but including, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for payment thereof. If the Company defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver (including by electronic transmission) to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.

 

Payment of the principal of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.

 

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

This Note benefits from the guarantees set forth in the Indenture.

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

[FORM OF REVERSE OF NOTE]

 

HOLCIM FINANCE US LLC

 

4.200% SENIOR NOTE DUE 2033

 

This Note is one of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”), issued and to be issued in one or more Series under an Indenture dated as of June 18, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of June 18, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Amrize Ltd (“Amrize”), Holcim Ltd (“Holcim”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder of the Company, Amrize, Holcim, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities of the Company designated as set forth on the face hereof (herein called the “2033 Notes”), initially limited in a total principal amount of $50,000,000.

 

Interest on the 2033 Notes will be payable annually on each Interest Payment Date. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and excluding, the prior Interest Payment Date to, but including, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for payment thereof. Interest on the 2033 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.

 

All payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any Guarantor with respect to any Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes unless the withholding or deduction for, or on account of, such taxes is then required by law. If any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any Guarantor with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction, subject to certain exceptions as described in the Indenture.

 

Whenever in this Note, there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, any of the Notes or any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

 

The Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at their principal amount, together with interest accrued and unpaid to the date fixed for redemption and all Additional Amounts (if any) then due, if, immediately before giving such notice:

 

(i)  the Company (or a Guarantor) has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws of a Tax Jurisdiction, or any change in the application or official interpretation of such laws (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Notes’ issue date (or in the case of a successor entity that is required to pay such Additional Amounts with respect to taxes imposed under the laws of a jurisdiction that was not a Tax Jurisdiction before such entity became an obligor, on or after the date such entity became an obligor under the Notes or Guarantees, as the case may be) and

 

(ii) such obligation cannot be avoided by the Company (or any Guarantor, as the case may be) taking reasonable measures available to it (including, in the case of a Guarantor, if the Company or another Guarantor could make such payment without the need to pay Additional Amounts and without the Company or any Guarantor incurring material tax or other material costs as a result) provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company (or any Guarantor, as the case may be) would be obliged to pay such Additional Amounts if a payment in respect of the Notes (or a Guarantee, as the case may be) were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver or procure that there is delivered to the Trustee (1) a certificate signed by two authorized signatories of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (2) an opinion of independent tax advisors or legal advisors of recognized standing to the effect that the Company or any Guarantor (as the case may be) has or will become obligated to pay such Additional Amounts as a result of such change or amendment. Upon expiry of any such notice as referred to in this paragraph, the Company shall be bound to redeem the Notes in accordance with this paragraph.

 

If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Securities in full, Holders of the Securities will have the right to require the Company to repurchase all or a portion of their Securities pursuant to the Change of Control Offer described in the First Supplemental Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, any Guarantor, any other guarantor of the Notes and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company, any Guarantor, any other guarantor of the Notes and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series, to waive compliance by the Company and any Guarantor with certain provisions of the Indenture or the Securities with respect to such Series. Once effective, any such consent or waiver by the Holder of this 2033 Note shall be conclusive and binding upon such Holder and upon all future Holders of this 2033 Note and of any 2033 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this 2033 Note.

 

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

 

If an Event of Default with respect to the 2033 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner and with the effect provided in the Indenture.

 

No reference herein to the Indenture and no provision of this 2033 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this 2033 Note at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2033 Note is registerable in the Security register, upon surrender of this 2033 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 2033 Notes of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by the Indenture.

 

The 2033 Notes are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, this 2033 Note may be exchanged for other Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2033 Note at the office or agency of the Company.

 

No service charge shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.

 

Prior to the presentment of this 2033 Note for registration of transfer, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may deem and treat the Person in whose name this 2033 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this 2033 Note is overdue, and neither the Company, any Guarantor, the Trustee, nor any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary.

 

The Company may, without the consent of the existing Holders of the 2033 Notes, issue additional 2033 Notes of this Series having the same terms (except the issue date, the date from which interest accrues and, in some cases, the first Interest Payment Date) so that existing 2033 Notes and additional 2033 Notes form the same series under the Indenture, provided, however, that if any such additional 2033 Notes are not fungible with the existing 2033 Notes for U.S. federal income tax purposes, such additional 2033 Notes will have a separate CUSIP number.

 

This 2033 Note and the Guarantees shall be governed by and interpreted in accordance with the laws of the State of New York.

 

All terms used in this 2033 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

 

[FORM OF TRANSFER NOTICE]

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

 

 

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

 

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

 

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

 

In connection with any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

 

Check One

☐           (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit I to the First Supplemental Indenture is being furnished herewith.

☐           (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit H to the First Supplemental Indenture is being furnished herewith.

or

☐           (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. 

 

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

 

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:2
	By:
		To be executed by an executive officer

---

² Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF EXCHANGES OF NOTES

 

The following increases or decreases of this Global Note have been made:

 

Date of Exchange		Amount of decrease in principal amount of this Global Note		Amount of increase in principal amount of this Global Note		Principal amount of this Global Note following such decrease (or increase)		Signature of authorized officer of Trustee

 

FORM

 

OF

 

7.125% SENIOR NOTE DUE 2036

 

[FORM OF FACE OF NOTE]

THE SECURITY (OR ITS PREDECESSOR), INCLUDING THE RELATED GUARANTEES,  EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT:

 

 

 

 

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 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, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

 

THE FOLLOWING INFORMATION IS SUPPLIED FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE MAY HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE AND THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THERESE HOULAHAN, TREASURER AT HOLCIM FINANCE US LLC, 8700 W. BRYN MAWR AVE, SUITE 300, CHICAGO, IL 60631, THE UNITED STATES – ATTENTION: THERESE HOULAHAN

 

HOLCIM FINANCE US LLC

 

7.125% SENIOR NOTE DUE 2036

 

HOLCIM FINANCE US LLC, a Delaware limited liability company (herein called the “Company,” which term includes any successor entity under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $[●], or such other amount as indicated on the “Schedule of Exchanges of Notes” attached hereto, on July 15, 2036 (the “Maturity Date”), and to pay interest on said principal sum semi-annually on January 15 and July 15, commencing on July 15, 2025 (each, an “Interest Payment Date”), at the rate of 7.125% per annum from January 15, 2025. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be January 1 and July 1, as applicable, immediately preceding the related Interest Payment Date. If the Company defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver (including by electronic transmission) to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.

 

Payment of the principal of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.

 

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

This Note benefits from the guarantees set forth in the Indenture.

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

Dated:  June 18, 2025	HOLCIM FINANCE US LLC
	By:
		Name:
		Title:
	By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Authorized Signatory
	Dated:

[FORM OF REVERSE OF NOTE]

 

HOLCIM FINANCE US LLC

 

7.125% SENIOR NOTE DUE 2036

 

This Note is one of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”), issued and to be issued in one or more Series under an Indenture dated as of June 18, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of June 18, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Amrize Ltd (“Amrize”), Holcim Ltd (“Holcim”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder of the Company, Amrize, Holcim, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities of the Company designated as set forth on the face hereof (herein called the “2036 Notes”), initially limited in a total principal amount of $444,530,000.

 

Interest on the 2036 Notes will be payable semi-annually on each Interest Payment Date. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be January 1 and July 1, as applicable, immediately preceding the related Interest Payment Date. Interest on the 2036 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.

 

All payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any Guarantor with respect to any Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes unless the withholding or deduction for, or on account of, such taxes is then required by law. If any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any of any Guarantor with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction, subject to certain exceptions as described in the Indenture.

 

Whenever in this Note, there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, any of the Notes or any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

 

The 2036 Notes may be redeemed, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the 2036 Notes plus accrued interest to the date of redemption and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the 2036 Notes (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at the Adjusted Treasury Rate, plus 30 basis points.

 

The Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at their principal amount, together with interest accrued and unpaid to the date fixed for redemption and all Additional Amounts (if any) then due, if, immediately before giving such notice:

 

(i)  the Company (or a Guarantor) has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws of a Tax Jurisdiction, or any change in the application or official interpretation of such laws (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Notes’ issue date (or in the case of a successor entity that is required to pay such Additional Amounts with respect to taxes imposed under the laws of a jurisdiction that was not a Tax Jurisdiction before such entity became an obligor, on or after the date such entity became an obligor under the Notes or Guarantees, as the case may be) and

 

(ii) such obligation cannot be avoided by the Company (or any Guarantor, as the case may be) taking reasonable measures available to it (including, in the case of a Guarantor, if the Company or another Guarantor could make such payment without the need to pay Additional Amounts and without the Company or any Guarantor incurring material tax or other material costs as a result) provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company (or any Guarantor, as the case may be) would be obliged to pay such Additional Amounts if a payment in respect of the Notes (or a Guarantee, as the case may be) were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver or procure that there is delivered to the Trustee (1) a certificate signed by two authorized signatories of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (2) an opinion of independent tax advisors or legal advisors of recognized standing to the effect that the Company or any Guarantor (as the case may be) has or will become obligated to pay such Additional Amounts as a result of such change or amendment. Upon expiry of any such notice as referred to in this paragraph, the Company shall be bound to redeem the Notes in accordance with this paragraph.

 

If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Securities in full, Holders of the Securities will have the right to require the Company to repurchase all or a portion of their Securities pursuant to the Change of Control Offer described in the First Supplemental Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, any Guarantor, any other guarantor of the Notes and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company, any Guarantor, any other guarantor of the Notes and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series, to waive compliance by the Company and any Guarantor with certain provisions of the Indenture or the Securities with respect to such Series. Once effective, any such consent or waiver by the Holder of this 2036 Note shall be conclusive and binding upon such Holder and upon all future Holders of this 2036 Note and of any 2036 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this 2036 Note.

 

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

 

If an Event of Default with respect to the 2036 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner and with the effect provided in the Indenture.

 

No reference herein to the Indenture and no provision of this 2036 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this 2036 Note at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2036 Note is registerable in the Security register, upon surrender of this 2036 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 2036 Notes of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by the Indenture.

 

The 2036 Notes are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, this 2036 Note may be exchanged for other Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2036 Note at the office or agency of the Company.

 

No service charge shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.

 

Prior to the presentment of this 2036 Note for registration of transfer, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may deem and treat the Person in whose name this 2036 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this 2036 Note is overdue, and neither the Company, any Guarantor, the Trustee, nor any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary.

 

The Company may, without the consent of the existing Holders of the 2036 Notes, issue additional 2036 Notes of this Series having the same terms (except the issue date, the date from which interest accrues and, in some cases, the first Interest Payment Date) so that existing 2036 Notes and additional 2036 Notes form the same series under the Indenture, provided, however, that if any such additional 2036 Notes are not fungible with the existing 2036 Notes for U.S. federal income tax purposes, such additional 2036 Notes will have a separate CUSIP number.

 

This 2036 Note and the Guarantees shall be governed by and interpreted in accordance with the laws of the State of New York.

 

All terms used in this 2036 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

 

[FORM OF TRANSFER NOTICE]

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

 

 

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

 

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

 

In connection with any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

 

Check One

☐           (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit I to the First Supplemental Indenture is being furnished herewith.

☐           (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit H to the First Supplemental Indenture is being furnished herewith.

or

☐           (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. 

 

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

 

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

---

³ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF EXCHANGES OF NOTES

 

The following increases or decreases of this Global Note have been made:

 

Date of Exchange		Amount of decrease in principal amount of this Global Note		Amount of increase in principal amount of this Global Note		Principal amount of this Global Note following such decrease (or increase)		Signature of authorized officer of Trustee

 

FORM

 

OF

 

6.875% SENIOR NOTE DUE 2039

 

[FORM OF FACE OF NOTE]

THE SECURITY (OR ITS PREDECESSOR), INCLUDING THE RELATED GUARANTEES,  EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT:

 

 

 

 

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 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, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

 

THE FOLLOWING INFORMATION IS SUPPLIED FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE MAY HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE AND THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THERESE HOULAHAN, TREASURER AT HOLCIM FINANCE US LLC, 8700 W. BRYN MAWR AVE, SUITE 300, CHICAGO, IL 60631, THE UNITED STATES – ATTENTION: THERESE HOULAHAN

 

HOLCIM FINANCE US LLC

 

6.875% SENIOR NOTE DUE 2039

 

HOLCIM FINANCE US LLC, a Delaware limited liability company (herein called the “Company,” which term includes any successor entity under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $[●], or such other amount as indicated on the “Schedule of Exchanges of Notes” attached hereto, on September 29, 2039 (the “Maturity Date”), and to pay interest on said principal sum semi-annually on March 29 and September 29, commencing on September 29, 2025 (each, an “Interest Payment Date”), at the rate of 6.875% per annum, subject to the 2039 Rate Adjustment, from and including March 29, 2025. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date (such period, an “Interest Period”) The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for such payment (or, if such fifteenth day is not a business day in the place of the Trustee’s specified office, the next succeeding day which is a business day in such place). If the Company defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver (including by electronic transmission) to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.

 

Payment of the principal of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.

 

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

This Note benefits from the guarantees set forth in the Indenture.

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

[FORM OF REVERSE OF NOTE]

 

HOLCIM FINANCE US LLC

 

6.875% SENIOR NOTE DUE 2039

 

This Note is one of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”), issued and to be issued in one or more Series under an Indenture dated as of June 18, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of June 18, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Amrize Ltd (“Amrize”), Holcim Ltd (“Holcim”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder of the Company, Amrize, Holcim, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities of the Company designated as set forth on the face hereof (herein called the “2039 Notes”), initially limited in aggregate principal amount of $191,348,000.

 

Interest on the 2039 Notes will be payable semi-annually in arrears on each Interest Payment Date. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for such payment (or, if such fifteenth day is not a business day in the place of the Trustee’s specified office, the next succeeding day which is a business day in such place). Interest on the 2039 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.

 

All payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any Guarantor with respect to any Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes unless the withholding or deduction for, or on account of, such taxes is then required by law. If any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any of any Guarantor with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction, subject to certain exceptions as described in the Indenture.

 

Whenever in this Note, there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, any of the Notes or any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

 

The 2039 Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the holders of the 2039 Notes (which notice shall be irrevocable), at their Early Redemption Amount, together with interest accrued to the date fixed for redemption.

 

The Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at their principal amount, together with interest accrued and unpaid to the date fixed for redemption and all Additional Amounts (if any) then due, if, immediately before giving such notice:

 

(i)  the Company (or a Guarantor) has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws of a Tax Jurisdiction, or any change in the application or official interpretation of such laws (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Notes’ issue date (or in the case of a successor entity that is required to pay such Additional Amounts with respect to taxes imposed under the laws of a jurisdiction that was not a Tax Jurisdiction before such entity became an obligor, on or after the date such entity became an obligor under the Notes or Guarantees, as the case may be) and

 

(ii) such obligation cannot be avoided by the Company (or any Guarantor, as the case may be) taking reasonable measures available to it (including, in the case of a Guarantor, if the Company or another Guarantor could make such payment without the need to pay Additional Amounts and without the Company or any Guarantor incurring material tax or other material costs as a result) provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company (or any Guarantor, as the case may be) would be obliged to pay such Additional Amounts if a payment in respect of the Notes (or a Guarantee, as the case may be) were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver or procure that there is delivered to the Trustee (1) a certificate signed by two authorized signatories of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (2) an opinion of independent tax advisors or legal advisors of recognized standing to the effect that the Company or any Guarantor (as the case may be) has or will become obligated to pay such Additional Amounts as a result of such change or amendment. Upon expiry of any such notice as referred to in this paragraph, the Company shall be bound to redeem the Notes in accordance with this paragraph.

 

If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Securities in full, Holders of the Securities will have the right to require the Company to repurchase all or a portion of their Securities pursuant to the Change of Control Offer described in the First Supplemental Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, any Guarantor, any other guarantor of the Notes and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company, any Guarantor, any other guarantor of the Notes and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series, to waive compliance by the Company and any Guarantor with certain provisions of the Indenture or the Securities with respect to such Series. Once effective, any such consent or waiver by the Holder of this 2039 Note shall be conclusive and binding upon such Holder and upon all future Holders of this 2039 Note and of any 2039 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this 2039 Note.

 

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

 

If an Event of Default with respect to the 2039 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner and with the effect provided in the Indenture.

 

No reference herein to the Indenture and no provision of this 2039 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this 2039 Note at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2039 Note is registerable in the Security register, upon surrender of this 2039 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 2039 Notes of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by the Indenture.

 

The 2039 Notes are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, this 2039 Note may be exchanged for other Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2039 Note at the office or agency of the Company.

 

No service charge shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.

 

Prior to the presentment of this 2039 Note for registration of transfer, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may deem and treat the Person in whose name this 2039 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this 2039 Note is overdue, and neither the Company, any Guarantor, the Trustee, nor any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary.

 

The Company may, without the consent of the existing Holders of the 2039 Notes, issue additional 2039 Notes of this Series having the same terms (except the issue date, the date from which interest accrues and, in some cases, the first Interest Payment Date) so that existing 2039 Notes and additional 2039 Notes form the same series under the Indenture, provided, however, that if any such additional 2039 Notes are not fungible with the existing 2039 Notes for U.S. federal income tax purposes, such additional 2039 Notes will have a separate CUSIP number.

 

This 2039 Note and the Guarantees shall be governed by and interpreted in accordance with the laws of the State of New York.

 

All terms used in this 2039 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

 

[FORM OF TRANSFER NOTICE]

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

 

 

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

 

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

 

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

 

In connection with any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

 

Check One

☐           (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit I to the First Supplemental Indenture is being furnished herewith.

☐           (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit H to the First Supplemental Indenture is being furnished herewith.

or

☐           (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. 

 

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

 

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:4
	By:
		To be executed by an executive officer

---

⁴ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF EXCHANGES OF NOTES

 

The following increases or decreases of this Global Note have been made:

 

 

FORM

 

OF

 

6.500% SENIOR NOTE DUE 2043

[FORM OF FACE OF NOTE]

THE SECURITY (OR ITS PREDECESSOR), INCLUDING THE RELATED GUARANTEES, EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT:

 

 

 

 

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 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, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

 

THE FOLLOWING INFORMATION IS SUPPLIED FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE MAY HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE AND THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THERESE HOULAHAN, TREASURER AT HOLCIM FINANCE US LLC, 8700 W. BRYN MAWR AVE, SUITE 300, CHICAGO, IL 60631, THE UNITED STATES – ATTENTION: THERESE HOULAHAN

 

HOLCIM FINANCE US LLC

 

6.500% SENIOR NOTE DUE 2043

 

HOLCIM FINANCE US LLC, a Delaware limited liability company (herein called the “Company,” which term includes any successor entity under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $[●], or such other amount as indicated on the “Schedule of Exchanges of Notes” attached hereto, on September 12, 2043 (the “Maturity Date”), and to pay interest on said principal sum on March 12 and September 12, commencing on September 12, 2025 (each, an “Interest Payment Date”), at the rate of 6.500% per annum from and including March 12, 2025, payable semi-annually in arrears. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for such payment (or, if such fifteenth day is not a business day in the place of the Trustee’s specified office, the next succeeding day which is a business day in such place). If the Company defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver (including by electronic transmission) to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.

 

Payment of the principal of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.

 

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

This Note benefits from the guarantees set forth in the Indenture.

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

[FORM OF REVERSE OF NOTE]

 

HOLCIM FINANCE US LLC

 

6.500% SENIOR NOTE DUE 2043

 

This Note is one of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”), issued and to be issued in one or more Series under an Indenture dated as of June 18, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of June 18, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Amrize Ltd (“Amrize”), Holcim Ltd (“Holcim”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder of the Company, Amrize, Holcim, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities of the Company designated as set forth on the face hereof (herein called the “2043 Notes”), initially limited in aggregate principal amount of $238,925,000.

 

Interest on the 2043 Notes will be payable semi-annually in arrears on each Interest Payment Date. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for such payment (or, if such fifteenth day is not a business day in the place of the Trustee’s specified office, the next succeeding day which is a business day in such place). Interest on the 2043 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.

 

All payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any Guarantor with respect to any Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes unless the withholding or deduction for, or on account of, such taxes is then required by law. If any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any of any Guarantor with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction, subject to certain exceptions as described in the Indenture.

 

Whenever in this Note, there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, any of the Notes or any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

 

The 2043 Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the holders of the 2043 Notes (which notice shall be irrevocable), at their Early Redemption Amount, together with interest accrued to the date fixed for redemption.

 

The Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at their principal amount, together with interest accrued and unpaid to the date fixed for redemption and all Additional Amounts (if any) then due, if, immediately before giving such notice:

 

(i)  the Company (or a Guarantor) has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws of a Tax Jurisdiction, or any change in the application or official interpretation of such laws (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Notes’ issue date (or in the case of a successor entity that is required to pay such Additional Amounts with respect to taxes imposed under the laws of a jurisdiction that was not a Tax Jurisdiction before such entity became an obligor, on or after the date such entity became an obligor under the Notes or Guarantees, as the case may be) and

 

(ii) such obligation cannot be avoided by the Company (or any Guarantor, as the case may be) taking reasonable measures available to it (including, in the case of a Guarantor, if the Company or another Guarantor could make such payment without the need to pay Additional Amounts and without the Company or any Guarantor incurring material tax or other material costs as a result) provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company (or any Guarantor, as the case may be) would be obliged to pay such Additional Amounts if a payment in respect of the Notes (or a Guarantee, as the case may be) were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver or procure that there is delivered to the Trustee (1) a certificate signed by two authorized signatories of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (2) an opinion of independent tax advisors or legal advisors of recognized standing to the effect that the Company or any Guarantor (as the case may be) has or will become obligated to pay such Additional Amounts as a result of such change or amendment. Upon expiry of any such notice as referred to in this paragraph, the Company shall be bound to redeem the Notes in accordance with this paragraph.

 

If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Securities in full, Holders of the Securities will have the right to require the Company to repurchase all or a portion of their Securities pursuant to the Change of Control Offer described in the First Supplemental Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, any Guarantor, any other guarantor of the Notes and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company, any Guarantor, any other guarantor of the Notes and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series, to waive compliance by the Company and any Guarantor with certain provisions of the Indenture or the Securities with respect to such Series. Once effective, any such consent or waiver by the Holder of this 2043 Note shall be conclusive and binding upon such Holder and upon all future Holders of this 2043 Note and of any 2043 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this 2043 Note.

 

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

 

If an Event of Default with respect to the 2043 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner and with the effect provided in the Indenture.

 

No reference herein to the Indenture and no provision of this 2043 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this 2043 Note at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2043 Note is registerable in the Security register, upon surrender of this 2043 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 2043 Notes of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by the Indenture.

 

The 2043 Notes are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, this 2043 Note may be exchanged for other Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2043 Note at the office or agency of the Company.

 

No service charge shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.

 

Prior to the presentment of this 2043 Note for registration of transfer, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may deem and treat the Person in whose name this 2043 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this 2043 Note is overdue, and neither the Company, any Guarantor, the Trustee, nor any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary.

 

The Company may, without the consent of the existing Holders of the 2043 Notes, issue additional 2043 Notes of this Series having the same terms (except the issue date, the date from which interest accrues and, in some cases, the first Interest Payment Date) so that existing 2043 Notes and additional 2043 Notes form the same series under the Indenture, provided, however, that if any such additional 2043 Notes are not fungible with the existing 2043 Notes for U.S. federal income tax purposes, such additional 2043 Notes will have a separate CUSIP number.

 

This 2043 Note and the Guarantees shall be governed by and interpreted in accordance with the laws of the State of New York.

 

All terms used in this 2043 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

 

[FORM OF TRANSFER NOTICE]

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

 

 

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

 

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

 

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

 

In connection with any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

 

Check One

☐           (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit I to the First Supplemental Indenture is being furnished herewith.

☐           (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit H to the First Supplemental Indenture is being furnished herewith.

or

☐           (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. 

 

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

 

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

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⁵ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF EXCHANGES OF NOTES

 

The following increases or decreases of this Global Note have been made:

 

 

FORM

 

OF

 

4.750% SENIOR NOTE DUE 2046

 

[FORM OF FACE OF NOTE]

THE SECURITY (OR ITS PREDECESSOR), INCLUDING THE RELATED GUARANTEES, EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT:

 

 

 

 

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 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, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

 

 

HOLCIM FINANCE US LLC

 

4.750% SENIOR NOTE DUE 2046

 

HOLCIM FINANCE US LLC, a Delaware limited liability company (herein called the “Company,” which term includes any successor entity under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $[●], or such other amount as indicated on the “Schedule of Exchanges of Notes” attached hereto, on September 22, 2046 (the “Maturity Date”), and to pay interest on said principal sum on March 22 and September 22, commencing on September 22, 2025 (each, an “Interest Payment Date”), at the rate of 4.750% per annum from and including March 22, 2025, payable semi-annually in arrear in equal instalments of $23.75 per $1,000 in principal amount of the 2046 Notes (the “2046 Notes Calculation Amount”). The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for such payment (or, if such fifteenth day is not a business day in the place of the Trustee’s specified office, the next succeeding day which is a business day in such place). If the Company defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver (including by electronic transmission) to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.

 

Payment of the principal of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.

 

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

This Note benefits from the guarantees set forth in the Indenture.

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

[FORM OF REVERSE OF NOTE]

 

HOLCIM FINANCE US LLC

 

4.750% SENIOR NOTE DUE 2046

 

This Note is one of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”), issued and to be issued in one or more Series under an Indenture dated as of June 18, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of June 18, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Amrize Ltd (“Amrize”), Holcim Ltd (“Holcim”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder of the Company, Amrize, Holcim, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities of the Company designated as set forth on the face hereof (herein called the “2046 Notes”), initially limited in aggregate principal amount of $553,505,000.

 

Interest on the 2046 Notes will be payable semi-annually in arrear in equal instalments of the 2046 Notes Calculation Amount on each Interest Payment Date. The amount paid on each Interest Payment Date shall be in respect of the period beginning, and including, the prior Interest Payment Date to, but excluding, such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the fifteenth day before the due date for such payment (or, if such fifteenth day is not a business day in the place of the Trustee’s specified office, the next succeeding day which is a business day in such place). Interest on the 2046 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.

 

All payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any Guarantor with respect to any Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes unless the withholding or deduction for, or on account of, such taxes is then required by law. If any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Company under or with respect to the Notes or by or on behalf of any of any Guarantor with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction, subject to certain exceptions as described in the Indenture.

 

Whenever in this Note, there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, any of the Notes or any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

 

The 2046 Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the holders of the 2046 Notes (which notice shall be irrevocable), at their Early Redemption Amount, together with interest accrued to the Early Redemption Date.

 

The Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at their principal amount, together with interest accrued and unpaid to the date fixed for redemption and all Additional Amounts (if any) then due, if, immediately before giving such notice:

 

(i)  the Company (or a Guarantor) has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws of a Tax Jurisdiction, or any change in the application or official interpretation of such laws (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Notes’ issue date (or in the case of a successor entity that is required to pay such Additional Amounts with respect to taxes imposed under the laws of a jurisdiction that was not a Tax Jurisdiction before such entity became an obligor, on or after the date such entity became an obligor under the Notes or Guarantees, as the case may be) and

 

(ii) such obligation cannot be avoided by the Company (or any Guarantor, as the case may be) taking reasonable measures available to it (including, in the case of a Guarantor, if the Company or another Guarantor could make such payment without the need to pay Additional Amounts and without the Company or any Guarantor incurring material tax or other material costs as a result) provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company (or any Guarantor, as the case may be) would be obliged to pay such Additional Amounts if a payment in respect of the Notes (or a Guarantee, as the case may be) were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver or procure that there is delivered to the Trustee (1) a certificate signed by two authorized signatories of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (2) an opinion of independent tax advisors or legal advisors of recognized standing to the effect that the Company or any Guarantor (as the case may be) has or will become obligated to pay such Additional Amounts as a result of such change or amendment. Upon expiry of any such notice as referred to in this paragraph, the Company shall be bound to redeem the Notes in accordance with this paragraph.

 

If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Securities in full, Holders of the Securities will have the right to require the Company to repurchase all or a portion of their Securities pursuant to the Change of Control Offer described in the First Supplemental Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, any Guarantor, any other guarantor of the Notes and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company, any Guarantor, any other guarantor of the Notes and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series, to waive compliance by the Company and any Guarantor with certain provisions of the Indenture or the Securities with respect to such Series. Once effective, any such consent or waiver by the Holder of this 2046 Note shall be conclusive and binding upon such Holder and upon all future Holders of this 2046 Note and of any 2046 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this 2046 Note.

 

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

 

If an Event of Default with respect to the 2046 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner and with the effect provided in the Indenture.

 

No reference herein to the Indenture and no provision of this 2046 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this 2046 Note at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2046 Note is registerable in the Security register, upon surrender of this 2046 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 2046 Notes of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by the Indenture.

 

The 2046 Notes are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, this 2046 Note may be exchanged for other Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2046 Note at the office or agency of the Company.

 

No service charge shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.

 

Prior to the presentment of this 2046 Note for registration of transfer, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may deem and treat the Person in whose name this 2046 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this 2046 Note is overdue, and neither the Company, any Guarantor, the Trustee, nor any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary.

 

The Company may, without the consent of the existing Holders of the 2046 Notes, issue additional 2046 Notes of this Series having the same terms (except the issue date, the date from which interest accrues and, in some cases, the first Interest Payment Date) so that existing 2046 Notes and additional 2046 Notes form the same series under the Indenture, provided, however, that if any such additional 2046 Notes are not fungible with the existing 2046 Notes for U.S. federal income tax purposes, such additional 2046 Notes will have a separate CUSIP number.

 

This 2046 Note and the Guarantees shall be governed by and interpreted in accordance with the laws of the State of New York.

 

All terms used in this 2046 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

 

[FORM OF TRANSFER NOTICE]

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

 

 

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

 

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

 

In connection with any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

 

Check One

☐           (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit I to the First Supplemental Indenture is being furnished herewith.

☐           (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit H to the First Supplemental Indenture is being furnished herewith.

or

☐           (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. 

 

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

 

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

---

⁶ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF EXCHANGES OF NOTES

 

The following increases or decreases of this Global Note have been made:

 

 

[Restricted Securities Legend]

 

THE SECURITY (OR ITS PREDECESSOR), INCLUDING THE RELATED GUARANTEES, EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT:

 

 

 

 

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

Regulation S Certificate

 

500 Ross Street, 12th Fl

Pittsburgh, PA 15262

 

Ladies and Gentlemen:

 

Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

 

[CHECK A OR B AS APPLICABLE.]

 

☐A.    This Certificate relates to our proposed transfer of $____ principal amount of Notes issued under the Indenture.  We hereby certify as follows:

 

 

 

 

 

 

☐B.       This Certificate relates to our proposed exchange of $____ principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.  We hereby certify as follows:

 

 

 

 

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 

 

Date:

 

 

Rule 144A Certificate

 

500 Ross Street, 12th Fl

Pittsburgh, PA 15262

Re:         [3.500% Senior Notes due 2026 / 4.200% Senior Notes due 2033 / 7.125% Senior Notes due 2036 / 6.875% Senior Notes due 2039 / 6.500% Senior Notes due 2043 / 4.750% Senior Notes due 2046] (the “Notes”) issued under the Base Indenture dated as of June 18, 2025, among Holcim Finance US LLC (the “Company”), Amrize Ltd, Holcim Ltd, and the Trustee, as supplemented by the First Supplemental Indenture thereto dated as of June 18, 2025 (together, the “Indenture”)

 

Ladies and Gentlemen:

 

This Certificate relates to:

 

[CHECK A OR B AS APPLICABLE.]

 

 

 

We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of __________, 20__, which is a date on or since close of our most recent fiscal year.  We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”).  If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.  Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

 

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 

Date:

---

Exhibit 4.2

ARTICLE 1
Definitions and Incorporation by Reference
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	7
Section 1.03.	Incorporation by Reference of Trust Indenture Act	8
Section 1.04.	Rules of Construction	8
ARTICLE 2
The Securities
Section 2.01.	Issuable in Series	9
Section 2.02.	Establishment of Terms of Series of Securities	9
Section 2.03.	Execution and Authentication	11
Section 2.04.	Registrar and Paying Agent	12
Section 2.05.	Paying Agent to Hold Money in Trust	14
Section 2.06.	Securityholder Lists	14
Section 2.07.	Exchange and Registration of Transfer	14
Section 2.08.	Mutilated, Destroyed, Lost and Stolen Securities	15
Section 2.09.	Outstanding Securities	16
Section 2.10.	Treasury Securities	17
Section 2.11.	Cancellation	17
Section 2.12.	Defaulted Interest	17
Section 2.13.	Registered Global Securities	18
Section 2.14.	Computation of Interest	19
Section 2.15.	CUSIP and ISIN Numbers	19
ARTICLE 3
Redemption
Section 3.01.	Notice to Trustee	19
Section 3.02.	Selection of Securities to be Redeemed	20
Section 3.03.	Notice of Redemption	20
Section 3.04.	Effect of Notice of Redemption	21
Section 3.05.	Deposit of Redemption Price	21
Section 3.06.	Securities Redeemed in Part	21
ARTICLE 4
Covenants
Section 4.01.	Payment of Principal and Interest	21
Section 4.02.	SEC Reports	21
Section 4.03.	Compliance Certificate	21

Section 4.04.	Stay, Extension and Usury Laws	22
Section 4.05.	Legal Existence	22
Section 4.06.	Maintenance of Office or Agency	22
Section 4.07.	Money For Securities Payments to be Held in Trust	22
Section 4.08.	Restrictions on Secured Debt	24
Section 4.09.	Restrictions on Sale and Leaseback Transactions	25
Section 4.10.	Additional Amounts	26
Section 4.11.	Waiver of Certain Covenants	30
ARTICLE 5
Successors
Section 5.01.	When Company and Amrize May Merge, Etc.	30
Section 5.02.	Successor Entity Substituted	31
ARTICLE 6
Defaults and Remedies
Section 6.01.	Events of Default	31
Section 6.02.	Acceleration of Maturity; Rescission and Annulment	33
Section 6.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	34
Section 6.04.	Trustee May File Proofs of Claim	35
Section 6.05.	Trustee May Enforce Claims without Possession of Securities	36
Section 6.06.	Application of Money Collected	36
Section 6.07.	Limitation on Suits	36
Section 6.08.	Unconditional Right of Holders to Receive Principal and Interest	37
Section 6.09.	Restoration of Rights and Remedies	37
Section 6.10.	Rights and Remedies Cumulative	37
Section 6.11.	Delay or Omission Not Waiver	37
Section 6.12.	Control by Holders	37
Section 6.13.	Waiver of Past Defaults	38
Section 6.14.	Undertaking for Costs	38
ARTICLE 7
Trustee
Section 7.01.	Duties of Trustee	38
Section 7.02.	Rights of Trustee	40
Section 7.03.	Individual Rights of Trustee	42
Section 7.04.	Trustee’s Disclaimer	42
Section 7.05.	Notice of Defaults	42
Section 7.06.	Reports by Trustee to Holders	43
Section 7.07.	Reporting and Tax Withholding	43
Section 7.08.	Compensation and Indemnity	43
Section 7.09.	Replacement of Trustee	44
Section 7.10.	Successor Trustee by Merger, Etc.	45

Section 7.11.	Eligibility; Disqualification	46
Section 7.12.	Preferential Collection of Claims against Company or any Guarantor	46
ARTICLE 8
Satisfaction and Discharge; Defeasance
Section 8.01.	Satisfaction and Discharge of Indenture	46
Section 8.02.	Application of Trust Funds; Indemnification	47
Section 8.03.	Legal Defeasance of Securities of any Series	48
Section 8.04.	Covenant Defeasance	50
Section 8.05.	Repayment to Company	51
ARTICLE 9
Amendments and Waivers
Section 9.01.	Without Consent of Holders	51
Section 9.02.	With Consent of Holders	52
Section 9.03.	Limitations	53
Section 9.04.	Compliance with Trust Indenture Act	53
Section 9.05.	Revocation and Effect of Consents	53
Section 9.06.	Notation on or Exchange of Securities	54
Section 9.07.	Trustee Protected	54
Section 9.08.	Holcim Consent	54
ARTICLE 10
Miscellaneous
Section 10.01.	Trust Indenture Act Controls	54
Section 10.02.	Notices	55
Section 10.03.	Communication by Holders with Other Holders	56
Section 10.04.	Certificate and Opinion as to Conditions Precedent	56
Section 10.05.	Statements Required in Certificate or Opinion	56
Section 10.06.	Rules by Trustee and Agents	57
Section 10.07.	Legal Holidays	57
Section 10.08.	No Recourse Against Others	57
Section 10.09.	Counterparts	57
Section 10.10.	Governing Laws; Waiver of Jury Trial	57
Section 10.11.	Submission to Jurisdiction	58
Section 10.12.	No Adverse Interpretation of Other Agreements	58
Section 10.13.	Successors	58
Section 10.14.	Severability	58
Section 10.15.	Table of Contents, Headings, Etc.	58
Section 10.16.	Securities in a Foreign Currency	59
Section 10.17.	Judgment Currency	59
Section 10.18.	Acts of Holders	60
Section 10.19.	Patriot Act	61

Section 10.20.	Sanctions	61
ARTICLE 11
Sinking Funds
Section 11.01.	Applicability of Article	62
Section 11.02.	Satisfaction of Sinking Fund Payments with Securities	62
Section 11.03.	Redemption of Securities for Sinking Fund	63
ARTICLE 12
Guarantee of Securities
Section 12.01.	Amrize Guarantees	63
Section 12.02.	Release of the Amrize Guarantees	63
Section 12.03.	Springing Holcim Guarantees	64
Section 12.04.	Release of the Springing Holcim Guarantees	64
Section 12.05.	Joint and Several Obligations	64
Section 12.06.	Waiver	65
Section 12.07.	Guarantee of Payment	65
Section 12.08.	No Discharge or Diminishment of Guarantees	65
Section 12.09.	Defenses of Company Waived	66
Section 12.10.	Continued Effectiveness	66
Section 12.11.	Subrogation	66
Section 12.12.	Subordination	67
Section 12.13.	No Obligation to Take Action Against the Company	67
Section 12.14.	Execution and Delivery	67
EXHIBIT A Form of Supplemental Indenture for Springing Holcim Guarantees		Ex-A-1

	§ 310(a)(1)	7.11
	(a)(2)	7.11
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	7.11
	(b)	7.11
	§ 311(a)	7.12
	(b)	7.12
	§ 312(a)	2.06
	(b)	10.03
	(c)	10.03
	§ 313(a)	7.06
	(c)	7.06
	(d)	7.06
	§ 314(a)	4.02, 4.03
	(b)	Not Applicable
	(c)(1)	10.04
	(c)(2)	10.04
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	10.05
	(f)	Not Applicable
	§ 315(a)	7.01
	(b)	7.05
	(c)	7.01
	(d)	7.01
	(e)	6.14
	§ 316(a)	2.10
	(a)(1)(A)	6.12
	(a)(1)(B)	6.13
	(a)(2)	Not Applicable
	(b)	6.08
	(c)	9.05
	§ 317(a)(1)	6.03
	(a)(2)	6.04
	(b)	2.05
	§ 318(a)	10.01

	Term	Defined in Section
	“Act”	10.17
	“Additional Amounts”	4.10
	“Applicable Law”	10.18
	“Applicable Premium Deficit”	8.01
	“Applicable Tax Law”	7.07
	“Authorized Agent”	10.11
	“Authorized Officers”	7.02
	“Event of Default”	6.01
	“FATCA Withholding”	4.10
	“Instructions”	7.02
	“Judgment Currency”	10.16
	“Lien”	4.08
	“Legal Holiday”	10.07
	“mandatory sinking fund payment”	11.01
	“Market Exchange Rate”	10.15
	“New York Banking Day”	10.16
	“optional sinking fund payment”	11.01
	“Paying Agent”	2.04
	“protected purchaser”	2.08
	“Register”	2.04
	“Registrar”	2.04
	“Required Currency”	10.16
	“sale and leaseback transaction”	4.09
	“Sanctions”	10.20
	“Tax Jurisdiction”	4.10

	HOLCIM FINANCE US LLC
	By:	/s/ Ian Johnston
		Name:	Ian Johnston
		Title:	Chief Financial Officer

	By:	/s/ Therese Houlahan
		Name:	Therese Houlahan
		Title:	Treasurer

	AMRIZE LTD
	By:	/s/ Markus Unternӓhrer
		Name:	Markus Unternӓhrer
		Title:	Member of the Board

	By:	/s/ Samuel Poletti
		Name:	Samuel Poletti
		Title:	Chairman of the Board

	HOLCIM LTD
	By:	/s/ Lukas Studer
		Name:	Lukas Studer
		Title:	Authorised Signatory

	By:	/s/ Steffen Kindler
		Name:	Steffen Kindler
		Title:	Chief Financial Officer

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee
	By:	/s/ April Bradley
		Name:	April Bradley
		Title:	Vice President

	HOLCIM FINANCE US LLC
	By:
		Name:
		Title:

	By:
		Name:
		Title:
	AMRIZE LTD
	By:
		Name:
		Title:

	By:
		Name:
		Title:
	HOLCIM LTD
	By:
		Name:
		Title:

	By:
		Name:
		Title:

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee
	By:
		Name:
		Title: