Obligation UberTech 8% ( USU9029YAB66 ) en USD

UberTech

100.16 % ⇌

Etats-unis

USU9029YAB66 ( en USD )

8% par an ( paiement semestriel )

31/10/2026

Prospectus brochure de l'obligation Uber Technologies USU9029YAB66 en USD 8%, échéance 31/10/2026

U9029YAB6

BBB ( Qualité moyenne inférieure )

01/05/2026 ( Dans 29 jours )

Uber Technologies est une société multinationale américaine de technologie qui développe et exploite une plateforme de transport avec chauffeur, une plateforme de livraison de repas et d'autres services à la demande.

L'Obligation émise par UberTech ( Etats-unis ) , en USD, avec le code ISIN USU9029YAB66, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/10/2026
L'Obligation émise par UberTech ( Etats-unis ) , en USD, avec le code ISIN USU9029YAB66, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Exhibit 4.5
EXECUTION VERSION
UBER TECHNOLOGIES, INC.
8.00% SENIOR NOTES DUE 2026
INDENTURE
Dated as of November 7, 2018
U.S. BANK NATIONAL ASSOCIATION
as Trustee

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TABLE OF CONTENTS

PAGE
ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.

Definitions

1
Section 1.02.

Other Definitions

19
Section 1.03.

Rules of Construction

19
Section 1.04.

Accounting Terms; GAAP

20
ARTICLE 2

THE NOTES

Section 2.01.

Form, Dating and Denominations; Legends

20
Section 2.02.

Execution and Authentication; Additional Notes

21
Section 2.03.

Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust

22
Section 2.04.

Replacement Notes

22
Section 2.05.

Outstanding Notes

23
Section 2.06.

Temporary Notes

23
Section 2.07.

Cancellation

24
Section 2.08.

CUSIP, ISIN, CINS or Other Similar Numbers

24
Section 2.09.

Registration, Transfer and Exchange

24
Section 2.10.

Restrictions on Transfer and Exchange

27
Section 2.11.

Computation of Interest

28
Section 2.12.

Defaulted Interest

28
Section 2.13.

Holder Lists

29
ARTICLE 3

REDEMPTION AND REPAYMENT

Section 3.01.

Election to Redeem; Notices to Trustee

29
Section 3.02.

Selection by Trustee of Notes to be Redeemed

29
Section 3.03.

Notice of Redemption

30
Section 3.04.

Effect of Notice of Redemption

31
Section 3.05.

Deposit of Redemption Price

31
Section 3.06.

Notes Redeemed in Part

31
Section 3.07.

Optional Redemption

32
Section 3.08.

No Mandatory Redemption

32
ARTICLE 4

COVENANTS

Section 4.01.

Payment of Principal, Premium and Interest

32

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Section 4.02.

Maintenance of Office or Agency

33
Section 4.03.

Provision of Financial Information; Reports to Holders

34
Section 4.04.

Corporate Existence

36
Section 4.05.

Money for Notes Payments to Be Held in Trust

36
Section 4.06.

[Reserved]

37
Section 4.07.

Limitation on Liens

37
Section 4.08.

Limitation on Subsidiary Debt

38
Section 4.09.

Limitations on Sale and Lease-Back Transactions

40
Section 4.10.

Repurchase of Notes Upon a Change of Control Triggering Event

41
Section 4.11.

Additional Guarantees

42
Section 4.12.

Compliance Certificate

43
Section 4.13.

Stay, Extension and Usury Laws

43
Section 4.14.

Limited Conditionality Acquisitions

43
Section 4.15.

Suspension of Guarantees Upon Change in Ratings

44
ARTICLE 5

SUCCESSORS

Section 5.01.

Consolidation, Merger and Sale of Assets of the Company

45
ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01.

Events of Default

46
Section 6.02.

Acceleration of Maturity; Rescission

47
Section 6.03.

Other Remedies

49
Section 6.04.

Waiver of Past Defaults and Events of Default

49
Section 6.05.

Control by Majority

49
Section 6.06.

Limitation on Suits

50
Section 6.07.

Rights of Holders to Receive Payment

50
Section 6.08.

Collection Suit by Trustee

50
Section 6.09.

Trustee May File Proofs of Claim

50
Section 6.10.

Priorities

51
Section 6.11.

Undertaking for Costs

51
Section 6.12.

Delay or Omission Not Waiver

52
ARTICLE 7

TRUSTEE

Section 7.01.

Duties of Trustee

52
Section 7.02.

Rights of Trustee

53
Section 7.03.

Individual Rights of Trustee

55
Section 7.04.

Trustee's Disclaimer

55
Section 7.05.

Notice of Defaults; Reports by Trustee to Holders

56
Section 7.06.

Compensation and Indemnity

56
Section 7.07.

Replacement of Trustee

57
Section 7.08.

Successor Trustee by Consolidation, Merger, Etc

58
Section 7.09.

Eligibility; Disqualification

58

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ARTICLE 8

AMENDMENT, SUPPLEMENT AND WAIVER

Section 8.01.
Without Consent of Holders
58
Section 8.02.
With Consent of Holders
59
Section 8.03.
Revocation and Effect of Consents
61
Section 8.04.
Notation on or Exchange of Notes
62
Section 8.05.
Trustee to Sign Amendments, Etc
62
ARTICLE 9

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.
Satisfaction and Discharge of Liability on Notes; Defeasance
62
Section 9.02.
Conditions to Defeasance
64
Section 9.03.
Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions
65
Section 9.04.
Reinstatement
66
Section 9.05.
Moneys Held by Paying Agent
66
Section 9.06.
Moneys Held by Trustee
66
ARTICLE 10

GUARANTEES

Section 10.01. Guarantee
67
Section 10.02. Severability
68
Section 10.03. Limitation of Liability
68
Section 10.04. Contribution
69
Section 10.05. Subrogation
69
Section 10.06. Reinstatement
69
Section 10.07. Benefits Acknowledged
69
ARTICLE 11

MISCELLANEOUS

Section 11.01. Trust Indenture Act of 1939
69
Section 11.02. Holder Communications; Holder Actions
69
Section 11.03. Notices
70
Section 11.04. Certificate and Opinion as to Conditions Precedent
72
Section 11.05. Statements Required in Certificate and Opinion
72
Section 11.06. Rules by Trustee and Agents
72
Section 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders
72
Section 11.08. Governing Law; Waiver of Jury Trial
73
Section 11.09. No Adverse Interpretation of Other Agreements
73
Section 11.10. Successors
73
Section 11.11. Separability
73
Section 11.12. Counterpart Originals
73

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Section 11.13.
Table of Contents, Headings, Etc

73
Section 11.14.
USA Patriot Act

74
Section 11.15.
Calculations

74
Section 11.16.
Legal Holidays

74
EXHIBITS

Exhibit A FORM OF NOTE
A-1
Exhibit B FORM OF RESTRICTED LEGEND
B-1
Exhibit C FORM OF DTC LEGEND
C-1
Exhibit D FORM OF REGULATION S CERTIFICATE
D-1
Exhibit E FORM OF RULE 144A CERTIFICATE
E-1
Exhibit F FORM OF INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE
F-1
Exhibit G FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP
G-1
Exhibit H FORM OF SUPPLEMENTAL INDENTURE
H-1

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INDENTURE, dated as of November 7, 2018, among Uber Technologies, Inc., a Delaware corporation, as issuer, the Subsidiaries of the Company
from time to time party hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as
Trustee.
Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions.
"Additional Notes" means any notes issued under this Indenture in addition to the Initial Notes ranking equally and having the same terms in all
respects as the Initial Notes (except the issue date, issue price and the date of the first payment of interest on the Additional Notes if the Additional
Notes are issued after the first payment of interest on the Notes).
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled
by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
"Agent" means any Registrar, co-Registrar, DTC Custodian, or Paying Agent.
"Aggregate Debt" means the sum of the following as of the date of determination: (1) the then outstanding aggregate principal amount of
Indebtedness of the Company and its Domestic Restricted Subsidiaries, without duplication, incurred after the Issue Date and secured by Liens not
permitted by Section 4.07(a), but including any secured Indebtedness under the Credit Agreement outstanding on the Issue Date to the extent
outstanding at such time; (2) the then outstanding aggregate principal amount of all Subsidiary Debt incurred after the Issue Date, without duplication,
and not permitted by Section 4.08(b); provided that any such Subsidiary Debt will be excluded from this clause (2) to the extent that such Subsidiary Debt
is included in clause (1) or (3) of this definition; and (3) the then existing Attributable Liens of the Company and its Domestic Restricted Subsidiaries in
respect of sale and lease-back transactions, without duplication, entered into after the Issue Date pursuant to Section 4.09; provided that any such
Attributable Liens will be excluded from this clause (3) to the extent that the Indebtedness relating thereto is included in clause (1) or (2) of this definition;
provided further that in no event will the amount of any Indebtedness (including Guarantees of such Indebtedness) be required to be included in the
calculation of Aggregate Debt more than once despite the fact more than one Person is liable with respect to such Indebtedness and despite the fact
such Indebtedness is secured by the assets of more than one Person (for example, and for avoidance of doubt, in the case where more than one Person
has Guaranteed or otherwise become liable for such Indebtedness or in the case where there are Liens on assets of one or more of the Company and its
Domestic Restricted Subsidiaries securing such Indebtedness or one or more Guarantees thereof, the amount of Indebtedness so Guaranteed or secured
shall only be included once in the calculation of Aggregate Debt).

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"amend" means amend, modify, supplement, restate or amend and restate, including successively; and "amending" and "amended" have
correlative meanings.
"Applicable Premium" means, with respect to any Note on any redemption date and as calculated by the Company, the greater of:

(1)
1.0% of the principal amount of such Note; and

(2)
the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such Note that would apply if such Note
were redeemed on November 1, 2021 (such redemption price (expressed in percentage of principal amount) being set forth in the table

appearing in Section 3.07(b)), plus (ii) all remaining scheduled payments of interest due on such Note to and including November 1, 2021
(excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed
using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of such Note.
"Applicable Procedures" means, with respect to any matter at any time relating to a Global Note, the rules, policies and procedures of the
Depositary applicable to such matter.
"Attributable Liens" means in connection with a sale and lease-back transaction the lesser of (1) the fair market value of the assets subject to such
transactions as determined in good faith by an Officer of the Company and (2) the present value (discounted at a rate of 10% per annum compounded
monthly) of the obligations of the lessee for rental payments during the shorter of the term of the related lease or the period through the first date on
which the Company may terminate the lease.
"Bankruptcy Law" means Title 11, United States Code, or any similar U.S. Federal or state law or law of any other jurisdiction relating to
bankruptcy, insolvency, winding-up, liquidation, reorganization or relief of debtors.
"Board of Directors" means:

(1)
with respect to a corporation, the board of directors of the corporation (including any committee thereof duly authorized to act on behalf of
such board);

(2)
with respect to a partnership having only one general partner, the board of directors of the general partner of the partnership;

(3)
with respect to a limited liability company, the conseil de gérance, the conseil d'administration, the managing member or members or any
controlling committee of managing members or other governing body thereof; and

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(4)
with respect to any other Person, the board or committee of such Person serving a similar function.
"Business Day" means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or in the place
of payment are authorized or required by law to close.
"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP; provided that, for the avoidance of doubt, any obligations relating to a lease that was accounted for by such
Person as an operating lease as of the Issue Date and any similar lease entered into after the Issue Date by such Person shall be accounted for as
obligations relating to an operating lease and not as Capital Lease Obligations.
"Capital Stock" means:

(1)
in the case of a corporation, capital stock, shares or share capital;

(2)
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of capital stock;

(3)
in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets
of, the issuing Person;
but shall not include any debt securities convertible into or exchangeable for any securities otherwise constituting Capital Stock pursuant to this
definition.
"Certificate of Beneficial Ownership" means a certificate substantially in the form of Exhibit G.
"Certificated Note" means a Note in registered individual form without interest coupons.
"Change of Control" means the occurrence of any of the following:
(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company
and its Subsidiaries, taken as a whole, to any Person (other than the Company or any of its Subsidiaries); or
(2) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, its Subsidiaries or
any employee benefit plan of the Company or its Subsidiaries, files a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant
to the Exchange Act disclosing or the Company otherwise becomes

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aware that such person or group has become the direct or indirect "beneficial owner" (as such term is used in Rules 13d-3 and 13d-5 under the Exchange
Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial
ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; unless such beneficial ownership arises
solely as a result of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and
regulations under the Exchange Act and is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the Exchange
Act; provided, however, that a transaction will not be deemed to involve a Change of Control under this clause (2) if (a) the Company becomes a direct or
indirect wholly owned subsidiary of a holding company, and (b)(i) the direct or indirect holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the holders of the Company's Voting Stock immediately prior to that transaction or
(ii) immediately following that transaction no "person" or "group" (other than a holding company satisfying the requirements of this sentence) is the
beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
"Change of Control Triggering Event" means the occurrence of (1) a Change of Control that is accompanied or followed by a downgrade of the
Notes within the Ratings Decline Period for such Change of Control by each of Moody's and S&P (or, in the event Moody's or S&P or both shall cease
rating the Notes (for reasons outside the control of the Company) and the Company shall select any other nationally recognized rating agency, the
equivalent of such ratings by such other nationally recognized rating agency) and (2) the rating of the relevant Notes on any day during such Ratings
Decline Period is below the lower of the rating by such nationally recognized rating agency in effect (a) immediately preceding the first public
announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement) and (b) on the Issue
Date.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commission" means the U.S. Securities and Exchange Commission.
"Company" means Uber Technologies, Inc., a Delaware corporation, until a successor replaces it in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder and any and all successors thereto hereunder.
"Company Order" means a written request or order signed in the name of the Company by an Officer and delivered to the Trustee.
"Consolidated EBITDA" means, for any Person in such period, Consolidated Net Income for such period plus, without duplication and to the
extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense,
amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness,
plus expenses associated with the equity component of, and any mark- to-market losses with respect to, Convertible Notes, (c) depreciation and
amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill), (e) any extraordinary charges or losses determined in

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accordance with GAAP, (f) non-cash stock option and other equity-based compensation expenses and payroll tax expense related to stock option and
other equity-based compensation expenses, (g) any other non-cash charges, non-cash expenses or non-cash losses of the Person or any of its Restricted
Subsidiaries for such period, including any write-down of intangibles (excluding any such charge, expense or loss incurred in the ordinary course of
business that constitutes an accrual of, or a reserve for, cash charges for any future period), including, for the avoidance of doubt, non-cash foreign
currency translation losses and any unrealized losses in respect of Swap Agreements (including non-cash losses related to currency re- measurement of
Indebtedness); provided, however that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or
losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash
charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments
are made, (h) transition, integration and similar fees, charges and expenses related to acquisitions or dispositions, (i) restructuring charges or reserves
including write-downs and write-offs, including any one-time costs incurred in connection with acquisitions or dispositions and costs related to the
closure, consolidation and integration of facilities, information technology infrastructure and legal entities, and severance and retention bonuses; (j) the
amount of cost savings and synergies projected by such Person in good faith to be realized as a result of an acquisition, disposition or other corporate
event (including any restructuring or reduction in force), in each case within the four consecutive fiscal quarters following the consummation of such
event (or following the consummation of the squeeze-out merger in the case of an acquisition structured as a two-step transaction), calculated as though
such cost savings and synergies had been realized on the first day of such period and net of the amount of actual benefits received during such period
from such acquisition; provided that (i) an Officer's Certificate shall be delivered to the Trustee certifying that such cost savings and synergies are
reasonably expected and factually supportable in the good faith judgment of such Person and (ii) no cost savings or synergies shall be added pursuant
to this clause (j) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment
or otherwise, for such period (provided that, notwithstanding anything to the contrary, the amount that may be added back pursuant to clauses (h), (i), (j)
and (l) may not in the aggregate for any four fiscal quarter period exceed the greater of (x) $25,000,000 and (y) 15% of Consolidated EBITDA for such
period (determined without giving effect to any such adjustment pursuant to such clauses (h), (i), (j) and (l))), (k) costs, expenses, settlements and
charges related to, arising out of or made in connection with legal proceedings and regulatory matters (provided that the amount that may be added back
pursuant to this clause (k) may not in the aggregate for any four fiscal quarter period exceed the greater of (x) $25,000,000 and (y) 15% of Consolidated
EBITDA for such period (determined without giving effect to any such adjustment pursuant to this clause (k)), (l) costs, fees, charges and losses in
respect of discontinued operations, (m) adjustments relating to purchase price allocation accounting, and (n) fees and expenses directly related to the
offering of the Notes, the incurrence of any Indebtedness permitted hereunder, the offering of any Equity Interests by such Person and any acquisition
or disposition transactions, minus, to the extent included in the statement of such Consolidated Net Income for such period (and without duplication), the
sum of (a) interest income, (b) any extraordinary income or gains determined in accordance with GAAP, and (c) any other non-cash income (excluding any
items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the

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