UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 2, 2018
Workday, Inc.
(Exact Name of the Registrant as Specified in Its Charter)
Delaware | 001-35680 | 20-2480422 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
6230 Stoneridge Mall Road, Pleasanton, California | 94588 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(925) 951-9000
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On January 2, 2018, Workday, Inc., a Delaware corporation (Workday) entered into those certain First Supplemental Indentures (each a First Supplemental Indenture and collectively, the First Supplemental Indentures) with Wells Fargo Bank, National Association, as trustee (Wells Fargo). Pursuant to the First Supplemental Indentures, (1) Workdays 0.75% Convertible Senior Notes due 2018 (the 2018 Notes), issued pursuant to an Indenture, dated as of June 17, 2013 (the Original 2018 Indenture, as supplemented by the First Supplemental Indenture, the 2018 Indenture) between Workday and Wells Fargo, shall be convertible into cash and shares of Class A Common Stock, if any, in accordance with the terms of the 2018 Indenture, (2) Workdays 1.50% Convertible Senior Notes due 2020 (the 2020 Notes), issued pursuant to an Indenture, dated as of June 17, 2013 (the Original 2020 Indenture, as supplemented by the First Supplemental Indenture, the 2020 Indenture) between Workday and Wells Fargo, shall be convertible into cash and shares of Class A Common Stock, if any, in accordance with the terms of the 2020 Indenture, and (3) Workdays 0.25% Convertible Senior Notes due 2022 (the 2022 Notes), issued pursuant to an Indenture, dated as of September 15, 2017 (the Original 2022 Indenture, as supplemented by the First Supplemental Indenture, the 2022 Indenture) between Workday and Wells Fargo, shall be convertible into cash and shares of Class A Common Stock, if any, in accordance with the terms of the 2020 Indenture. The Original 2018 Indenture, the Original 2020 Indenture and the Original 2022 Indenture are collectively referred to herein as the Original Indentures.
The First Supplemental Indentures were entered into pursuant to Section 10.01(j) of each of the Original Indentures, whereby Workday may, without the consent of any note holder, from time to time and at any time enter into an indenture or indentures supplemental thereto to conform the provisions of the Original Indentures to the Description of Notes section of the Offering Memorandums under which the 2018 Notes, the 2020 Notes and the 2022 Notes were offered. The First Supplemental Indentures correct a reference from calendar quarter to fiscal quarter in connection with the procedures under which the 2018 Notes, the 2020 Notes or the 2022 Notes may be surrendered for conversion. This change does not have a material impact on conversion calculations.
The foregoing description of the 2018 Original Indenture, 2020 Original Indenture and 2022 Original Indenture and the First Supplemental Indentures is not complete and is qualified in its entirety by reference to the 2018 Original Indenture and 2020 Original Indenture, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Workday on June 17, 2013, the 2022 Original Indenture, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Workday on September 15, 2017, and the First Supplemental Indentures, attached as Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 to this Current Report on Form 8-K, each of which is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(a) | Not applicable. |
(b) | Not applicable. |
(c) | Not applicable. |
(d) | Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 2, 2018 | WORKDAY, INC. | |||||
By: | /s/ James P. Shaughnessy | |||||
Name: | James P. Shaughnessy | |||||
Title: | Senior Vice President, General Counsel and Secretary |
Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE
WORKDAY, INC.
0.75% Convertible Senior Notes Due 2018
SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 2, 2018
Wells Fargo Bank, National Association as Trustee
SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (Supplemental Indenture) effective as of January 2, 2018, is between Workday, Inc., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, a national banking association (the Trustee). All capitalized terms used herein shall have the meaning ascribed to them in the Indenture (as defined below) unless context requires otherwise.
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of June 17, 2013 (the Indenture), pursuant to which the Company issued its 0.75% Convertible Senior Notes Due 2018 (the Notes);
WHEREAS, Section 14.01(b)(iv) of the Indenture states that under certain circumstances, a Holder of any of the Notes may surrender all or any portion of its Notes for conversion at any time during any fiscal quarter commencing after the fiscal quarter ending on October 31, 2013 (and only during such fiscal quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day;
WHEREAS, the Offering Memorandum, in the section titled Description of Notes, states that under certain circumstances, a Holder of any of the Notes may convert their notes at their option prior to the close of business on the business day immediately preceding March 15, 2018, in the case of the 2018 notes . . . in multiples of $1,000 principal amount, only under the following circumstances: during any calendar quarter commencing after the fiscal quarter ending on October 31, 2018 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the notes on each applicable trading day;
WHEREAS, pursuant to Section 10.01(j) of the Indenture and subject to the terms and conditions therein, the Company, without the consent of any Holder and when authorized by the resolutions of the Board of Directors and the Trustee, at the Companys expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto to conform the provisions of this Indenture or the Notes to the Description of Notes section of the Offering Memorandum;
WHEREAS, this Supplemental Indenture shall not result in a material modification of the Notes for purposes of compliance with the Foreign Account Tax Compliance Act; and
WHEREAS, all conditions for the execution and delivery of this Supplemental Indenture have been complied with or have been done or performed.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:
ARTICLE 1
DEFINITIONS
Section 1.01. General. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.
1
ARTICLE 2
AGREEMENTS OF PARTIES
Section 2.01. Conversion Privilege. The reference to calendar quarter in Section 14.01(b)(iv) of the Indenture is hereby deleted and replaced in its entirety with the words fiscal quarter. The first reference to fiscal quarter in Section 14.01(b)(iv) of the Indenture is hereby deleted and replaced in its entirety with the words calendar quarter.
ARTICLE 3
MISCELLANEOUS PROVISIONS
Section 3.01. Effectiveness; Construction. This Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. Upon such effectiveness, the Indenture shall be supplemented in accordance herewith. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture and this Supplemental Indenture shall henceforth be read and construed together.
Section 3.02. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.
Section 3.03. Trustee Matters. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
Section 3.04. No Third-Party Beneficiaries. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Indenture, as supplemented hereby, and their successors, and to the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, as supplemented hereby.
Section 3.05. Severability. In the event any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality and enforceability of the remaining provisions shall not be impaired thereby.
Section 3.06. Headings. The titles and headings of the articles and sections of this Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
Section 3.07. Successors. All covenants, stipulations, promises and agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns whether so expressed or not.
Section 3.08. Governing Law. This Supplemental Indenture shall be construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.
Section 3.09. Counterpart Signatures. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplement Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
WORKDAY, INC. | ||
By: | /s/ Robynne D. Sisco | |
Name: Robynne D. Sisco | ||
Title: Chief Financial Officer | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||
By: | /s/ Maddy Hughes | |
Name: Maddy Hughes | ||
Title: Vice President |
3
Exhibit 4.3
FIRST SUPPLEMENTAL INDENTURE
WORKDAY, INC.
1.50% Convertible Senior Notes Due 2020
SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 2, 2018
Wells Fargo Bank, National Association as Trustee
SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (Supplemental Indenture) effective as of January 2, 2018, is between Workday, Inc., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, a national banking association (the Trustee). All capitalized terms used herein shall have the meaning ascribed to them in the Indenture (as defined below) unless context requires otherwise.
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of June 17, 2013 (the Indenture), pursuant to which the Company issued its 1.50% Convertible Senior Notes Due 2020 (the Notes);
WHEREAS, Section 14.01(b)(iv) of the Indenture states that under certain circumstances, a Holder of any of the Notes may surrender all or any portion of its Notes for conversion at any time during any fiscal quarter commencing after the fiscal quarter ending on October 31, 2013 (and only during such fiscal quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day;
WHEREAS, the Offering Memorandum, in the section titled Description of Notes, states that under certain circumstances, a Holder of any of the Notes may convert their notes at their option prior to the close of business on the business day immediately preceding . . . March 15, 2020, in the case of the 2020 notes, in multiples of $1,000 principal amount, only under the following circumstances: during any calendar quarter commencing after the fiscal quarter ending on October 31, 2018 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the notes on each applicable trading day;
WHEREAS, pursuant to Section 10.01(j) of the Indenture and subject to the terms and conditions therein, the Company, without the consent of any Holder and when authorized by the resolutions of the Board of Directors and the Trustee, at the Companys expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto to conform the provisions of this Indenture or the Notes to the Description of Notes section of the Offering Memorandum;
WHEREAS, this Supplemental Indenture shall not result in a material modification of the Notes for purposes of compliance with the Foreign Account Tax Compliance Act; and
WHEREAS, all conditions for the execution and delivery of this Supplemental Indenture have been complied with or have been done or performed.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:
ARTICLE 1
DEFINITIONS
Section 1.01. General. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.
1
ARTICLE 2
AGREEMENTS OF PARTIES
Section 2.01. Conversion Privilege. The reference to calendar quarter in Section 14.01(b)(iv) of the Indenture is hereby deleted and replaced in its entirety with the words fiscal quarter. The first reference to fiscal quarter in Section 14.01(b)(iv) of the Indenture is hereby deleted and replaced in its entirety with the words calendar quarter.
ARTICLE 3
MISCELLANEOUS PROVISIONS
Section 3.01. Effectiveness; Construction. This Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. Upon such effectiveness, the Indenture shall be supplemented in accordance herewith. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture and this Supplemental Indenture shall henceforth be read and construed together.
Section 3.02. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.
Section 3.03. Trustee Matters. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
Section 3.04. No Third-Party Beneficiaries. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Indenture, as supplemented hereby, and their successors, and to the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, as supplemented hereby.
Section 3.05. Severability. In the event any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality and enforceability of the remaining provisions shall not be impaired thereby.
Section 3.06. Headings. The titles and headings of the articles and sections of this Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
Section 3.07. Successors. All covenants, stipulations, promises and agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns whether so expressed or not.
Section 3.08. Governing Law. This Supplemental Indenture shall be construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.
Section 3.09. Counterpart Signatures. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplement Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
WORKDAY, INC. | ||
By: | /s/ Robynne D. Sisco | |
Name: Robynne D. Sisco | ||
Title: Chief Financial Officer | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||
By: | /s/ Maddy Hughes | |
Name: Maddy Hughes | ||
Title: Vice President |
3
Exhibit 4.4
FIRST SUPPLEMENTAL INDENTURE
WORKDAY, INC.
0.25% Convertible Senior Notes Due 2022
SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 2, 2018
Wells Fargo Bank, National Association as Trustee
SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (Supplemental Indenture) effective as of January 2, 2018, is between Workday, Inc., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, a national banking association (the Trustee). All capitalized terms used herein shall have the meaning ascribed to them in the Indenture (as defined below) unless context requires otherwise.
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of September 15, 2017 (the Indenture), pursuant to which the Company issued its 0.25% Convertible Senior Notes Due 2022 (the Notes);
WHEREAS, Section 14.01(b)(iv) of the Indenture states that under certain circumstances, a Holder of any of the Notes may surrender all or any portion of its Notes for conversion at any time during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2018 (and only during such fiscal quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day;
WHEREAS, the Offering Memorandum, in the section titled Description of Notes, states that under certain circumstances, a Holder of any of the Notes may convert their notes at their option prior to the close of business on the business day immediately preceding June 1, 2022, in multiples of $1,000 principal amount, only under the following circumstances: during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2018 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the notes on each applicable trading day;
WHEREAS, pursuant to Section 10.01(j) of the Indenture and subject to the terms and conditions therein, the Company, without the consent of any Holder and when authorized by the resolutions of the Board of Directors and the Trustee, at the Companys expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto to conform the provisions of this Indenture or the Notes to the Description of Notes section of the Offering Memorandum;
WHEREAS, this Supplemental Indenture shall not result in a material modification of the Notes for purposes of compliance with the Foreign Account Tax Compliance Act; and
WHEREAS, all conditions for the execution and delivery of this Supplemental Indenture have been complied with or have been done or performed.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:
ARTICLE 1
DEFINITIONS
Section 1.01. General. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.
1
ARTICLE 2
AGREEMENTS OF PARTIES
Section 2.01. Conversion Privilege. The reference to calendar quarter in Section 14.01(b)(iv) of the Indenture is hereby deleted and replaced in its entirety with the words fiscal quarter.
ARTICLE 3
MISCELLANEOUS PROVISIONS
Section 3.01. Effectiveness; Construction. This Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. Upon such effectiveness, the Indenture shall be supplemented in accordance herewith. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture and this Supplemental Indenture shall henceforth be read and construed together.
Section 3.02. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.
Section 3.03. Trustee Matters. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
Section 3.04. No Third-Party Beneficiaries. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Indenture, as supplemented hereby, and their successors, and to the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, as supplemented hereby.
Section 3.05. Severability. In the event any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality and enforceability of the remaining provisions shall not be impaired thereby.
Section 3.06. Headings. The titles and headings of the articles and sections of this Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
Section 3.07. Successors. All covenants, stipulations, promises and agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns whether so expressed or not.
Section 3.08. Governing Law. This Supplemental Indenture shall be construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.
Section 3.09. Counterpart Signatures. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplement Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
2
Section 3.10.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
WORKDAY, INC. | ||
By: | /s/ Robynne D. Sisco | |
Name: Robynne D. Sisco | ||
Title: Chief Financial Officer | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||
By: | /s/ Maddy Hughes | |
Name: Maddy Hughes | ||
Title: Vice President |
3