Exhibit 4.1
First Supplemental Indenture
FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 24, 2019, by and among Carvana Co., as Issuer, the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee under the Indenture referred to below.
WITNESSETH:
WHEREAS, each of the Issuer, the Guarantors and the Trustee have heretofore executed and delivered an indenture dated as of September 21, 2018 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $350,000,000 million of 8.875% Senior Notes due 2023 of the Issuer (the “Notes”);
WHEREAS,pursuant toSection 9.1(1) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture to make any amendment to the Indenture to conform any provision under the heading “Description of Notes” in the Offering Memorandum;
WHEREAS, the references in (i) Sections 5.6(b),(c) and(d) of the Indenture and (ii) Section 6(d) of the Form of Global Restricted Note attached asExhibit A to the Indenture to “September 1” should be changed to “October 1” in order to conform its meaning to that in the “Description of the Notes” in the Offering Memorandum;
WHEREAS,Section 9.1(7) of the Indenture provides that Additional Notes may be issued from time to time by the Issuer without the consent of the Holders subject to the compliance with the provisions of the Indenture, and the Indenture further provides that such Additional Notes shall be treated as a single class with the Initial Notes for all purposes under the Indenture;
WHEREAS, the Issuer wishes to issue $250,000,000 in aggregate principal amount of Additional Notes (the “New Notes”); and
WHEREAS, pursuant toSection 9.1 of the Indenture, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver a supplemental indenture to issue Additional Notes, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
DEFINITIONS
Section 1.1Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.
