Exhibit 4.6
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 29, 2019, by and among Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”). Tempo Acquisition Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
WITNESSETH
WHEREAS, the Issuers, the Guarantors and the Trustee have heretofore executed and delivered an indenture (as amended, supplemented, and otherwise modified from time to time, the “Indenture”), dated as of May 1, 2017, providing for the issuance of $500,000,000 aggregate principal amount of 6.750% Senior Notes due 2025 (the “Initial Notes”), and the First Supplemental Indenture, dated as of November 27, 2017, to the Indenture providing for the issuance of an additional $180,000,000 aggregate principal amount of 6.750% Senior Notes due 2025 (together with the Initial Notes, the “Existing Notes”);
WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Initial Notes may be issued from time to time by the Issuers (subject to the Issuers’ compliance with Section 4.09 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and, except as set forth therein, shall have the same terms as to status, redemption or otherwise as the Initial Notes;
WHEREAS, the Issuers and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing an additional $280,000,000 aggregate principal amount of 6.750% Senior Notes due 2025, having terms substantially identical in all material respects to the Existing Notes (the “Additional 2025 Notes” and, together with the Existing Notes, the “Notes”);
WHEREAS, the Issuers intend to use the net proceeds from the offering of the Additional 2025 Notes for general corporate purposes, including but not limited to funding the acquisition of Hodges- Mace, LLC pursuant to that certain securities purchase and merger agreement, dated as of June 28, 2019, by and among Trident H-M Holdings, Inc., the Blocker Sellers party thereto, Hodges Mace Holdings, LLC, Alight Solutions LLC, Hornet Merger Sub LLC and Stone Point Capital LLC, in its capacity as Sellers’ Representative (the “Proposed Acquisition”) and to pay related transaction fees and expenses; and
WHEREAS, Section 9.01 of the Indenture provides that, among other things, the Issuers, the Guarantors and the Trustee may supplement the Indenture without the consent of any Holder to provide for the issuance of Additional Notes in accordance with the terms of the Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Additional Notes. As of the date hereof, the Issuers will issue, and the Trustee is directed to authenticate and deliver, the Additional 2025 Notes, which constitute Additional Notes, under the Indenture, having terms substantially identical in all material respects to the Initial Notes, at an issue price of 101.250%, plus accrued and unpaid interest from June 1, 2019. The Existing Notes and the Additional 2025 Notes shall be treated as a single class for all purposes under the Indenture. The Additional 2025 Notes shall be substantially in the same form attached as Exhibit A to the Indenture.
