Exhibit 4.1
Execution Version
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”) dated as of September 23, 2019, among PRIME SECURITY SERVICES BORROWER, LLC (or its successor), a Delaware limited liability company, PRIME FINANCE INC. (or its successor), a Delaware corporation, the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”). Capitalized terms used herein without definitions shall have the meaning assigned to them in the Indenture (as defined below).
W I T N E S S E T H:
WHEREAS, Prime Security Services Borrower, LLC (“Issuer”), Prime Finance Inc. (“Co-Issuer” and, together with Issuer, the “Issuers”), the guarantors party thereto, and the Trustee executed and delivered an Indenture, dated as of April 4, 2019 (as originally executed, the “Original Indenture” or, as it may be from time to time supplemented or amended by one or more supplemental indentures supplemental thereto, the “Indenture”), to provide for the issuance by the Issuers from time to time of first-priority senior secured debt securities;
WHEREAS, pursuant to the Original Indenture, Issuers have issued $750,000,000 of 5.750% First-Priority Senior Secured Notes due 2026 (the “Existing Notes”);WHEREAS, Section 2.01 of the Indenture provide that the Issuers may, from time to time,
and in accordance therewith, issue additional Securities under the Indenture;
WHEREAS, on the date hereof, the Issuers intend to issue an aggregate principal amount of $600,000,000 of the 5.750% First-Priority Senior Secured Notes due 2026 (the “Additional Notes” and, together with the Existing Notes, the “Notes”), which shall be additional Securities under the Indenture;
WHEREAS, Section 12.01 of the Indenture provides that, among other things, without the consent of any holders of any series of Securities, may enter into one or more indentures supplemental to the Original Indenture to provide for the issuance of additional Securities in accordance with the terms of the Indenture;
WHEREAS, the Issuers have duly authorized the execution and delivery of this First Supplemental Indenture and the Additional Notes to be issued, as provided in the Indenture;
WHEREAS, each Guarantor has duly authorized its Guarantee of the Additional Notes (the “Additional Guarantee”) and to provide therefor each Guarantor has duly authorized the execution and delivery of this First Supplemental Indenture;
WHEREAS, the Existing Notes and the Additional Notes will be treated as a single series of Notes for all purposes of the Indenture (as supplemented by this First Supplemental Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase);
WHEREAS, pursuant to Section 12.05 of the Indenture, the Trustee, the Guarantors and the Issuers are authorized to execute and deliver this First Supplemental Indenture to provide for the issuance of the Additional Notes;
