This FIRST SUPPLEMENTAL INDENTURE, dated as of January 25, 2024 (this “Completion Date Supplemental Indenture”), is entered into by and among Clue Opco LLC, a Delaware limited liability company (“Opco”), the other parties that are signatories hereto as Guarantors, and U.S. Bank Trust Company, National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”).
W I T N E S S E T H:
WHEREAS, GN Bondco, LLC, a Delaware limited liability company (the “Escrow Issuer”), the Trustee and the Notes Collateral Agent have heretofore executed and delivered an indenture, dated as of October 2, 2023 (the “Initial Indenture” and, together with this Completion Date Supplemental Indenture, and as further amended, supplemented, waived or otherwise modified, the “Indenture”) providing for the issuance of $725,000,000 aggregate principal amount of 9.500% Senior Secured Notes due 2031(the “Notes”);
WHEREAS, the parties hereto desire to enter into this Completion Date Supplemental Indenture to evidence the assumption by Opco of all the payment obligations under the Notes and the Indenture;
WHEREAS, the Initial Indenture provides that, on the Completion Date, (x) Opco shall execute and deliver to the Trustee a supplemental indenture pursuant to which Opco shall assume all the obligations of the Escrow Issuer under the Indenture and the Notes and (y) the Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which each such Guarantor shall unconditionally guarantee, on a joint and several basis, the Guaranteed Obligations and the Indenture on the terms and conditions set forth herein and in the Initial Indenture;
WHEREAS, pursuant to Section 9.01 of the Initial Indenture, the Trustee, the Notes Collateral Agent, Opco and the Guarantors are authorized to execute and deliver this Completion Date Supplemental Indenture to amend or supplement the Initial Indenture without the consent of Holders of the Notes;
WHEREAS, Opco and each Guarantor has been duly authorized to enter into this Completion Date Supplemental Indenture; and
WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Completion Date Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.
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 as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms. As used in this Completion Date 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 Completion Date Supplemental Indenture refer to this Completion Date Supplemental Indenture as a whole and not to any particular Section hereof.
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