SUPPLEMENTAL INDENTURE
Exhibit 4.1
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 5, 2019, among Virgin Media Secured Finance PLC, as Issuer (the “Issuer”), and BNY Mellon Corporate Trustee Services Limited, as Trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used but not otherwise defined herein have the meaning assigned to such terms in the Indenture.
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 16, 2019, providing for the issuance of an initial aggregate principal amount of the $825,000,000 5.500% Senior Secured Notes due 2029 (the “Dollar Notes”) and £300,000,000 5.250% Senior Secured Notes due 2029 (the “Sterling Notes” and, together with the Dollar Notes, the “Notes”).
WHEREAS, as set forth in this Supplemental Indenture, the Issuer is undertaking to make amendments to certain specified terms and covenants contained in the Indenture and the Notes, as applicable, that do not adversely affect the rights of any Holder in any material respect; and
WHEREAS, pursuant to Section 9.05 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
Pursuant to Section 9.01(a)(7) of the Indenture, the Issuer and the Trustee hereby agree to amend the Indenture as follows, such amendments to be operative at and from the date of this Supplemental Indenture (the “Amendments”):
a) The table in Section 3.07(d) of the Indenture will hereby be amended as follows:
Redemption Price | |||||
Year | Dollar Notes | Sterling Notes | |||
2024 | 102.7500% | 102.6250% | |||
2025 | 101.3750% | 101.3125% | |||
2026 | 100.6875% | 100.6562% | |||
2027 and thereafter | 100.0000% | 100.0000% |
b) The “Regular Record Dates” in the Notes, and in the form of the Notes included as Exhibit A to the Indenture, will hereby be amended to replace “May 1 and November 1 immediately preceding the related interest payment date” with:
“One Clearing System Business Day immediately preceding the related Interest Payment Date”.
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3. CONFORMING CHANGES. In accordance with Section 9.01 of the Indenture, the Issuer and Trustee hereby permit and approve any and all conforming changes to this Supplemental Indenture that may be required to effect the Amendments.
The Issuer and the Trustee, by the execution and delivery of this Supplemental Indenture, hereby permit and approve any and all conforming changes, including conforming amendments to the Notes, the form of the Notes included as Exhibit A to the Indenture and any and all related documents and any and all documents appended thereto that may be required by, or as a result of, the execution of this Supplemental Indenture.
4. GLOBAL NOTES. Each Global Note, with effect as of the date hereof, shall be deemed to be supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture and giving effect to the Amendments. For the avoidance of doubt, references to the Indenture in each Global Note, and in the form of Global Note included as Exhibit A to the Indenture, shall mean the Indenture, as amended by this Supplemental Indenture and after giving effect to the Amendments.
6. NEW YORK LAW TO GOVERN. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
(Signature page to follow)
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VIRGIN MEDIA SECURED FINANCE PLC | |
By: /s/ Xxxxxx X. Xxxx | |
Name: Xxxxxx X. Dunn Title: Director |
(Signature page to Supplemental Indenture)
VIRGIN MEDIA SECURED FINANCE PLC | |
By: | |
Name: Title: |
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED | |
By: /s/ Xxxxxxx Xxx | |
Name: Xxxxxxx Xxx Title: Authorized Signatory |
(Signature page to the Supplemental Indenture)