THIRD SUPPLEMENTAL INDENTURE
Exhibit 4.1
THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of November 15, 2023, among Connect Xxxxx SARL (the “Luxembourg Issuer”), Connect U.S. Xxxxx LLC (the “U.S. Issuer” and together with the Luxembourg Issuer, the “Issuers”), the Guarantors listed on the signature pages hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”) and as notes collateral agent (the “Notes Collateral Agent”).
W I T N E S S E T H
WHEREAS, the Issuers, Guarantors, Trustee and Notes Collateral Agent have entered into an Indenture, dated as of October 7, 2019, as amended by the first supplemental indenture, dated as of February 18, 2020, and as further amended by the second supplemental indenture, dated as of May 1, 2020 (collectively, the “Indenture”);
WHEREAS, the Issuers desire to amend and supplement the Indenture as contemplated by Article 2 of this Supplemental Indenture;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuers, any Guarantor, the Trustee and the Notes Collateral Agent may amend or supplement the Indenture without the consent of any Holder (as defined in the Indenture), subject to Section 9.06 of the Indenture;
WHEREAS, this Supplemental Indenture is authorized pursuant to Section 9.01(1) and (13) of the Indenture;
WHEREAS, the Issuers have, pursuant to Sections 9.06 and 12.04 of the Indenture, furnished the Trustee and Notes Collateral Agent with an Officers’ Certificate and an Opinion of Counsel complying with the requirements of Section 12.05 of the Indenture;
WHEREAS, the Trustee and Notes Collateral Agent is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by Articles of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, Guarantors, and of the Trustee and the Notes Collateral Agent necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuer, Guarantors, Trustee and Notes Collateral Agent, 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 hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE 1
“IFRS” means the International Financial Reporting Standards of the International Accounting Standards Board, as adopted by the European Union. At any time after the Issue Date, the Company may elect to apply GAAP accounting principles in lieu of IFRS and, upon any such election, references herein to IFRS shall thereafter be construed to mean GAAP (except as otherwise provided in this Indenture); provided that any such election, once made, shall be irrevocable; provided, further, any calculation or determination in this Indenture that requires the application of IFRS for periods that include fiscal quarters ended prior to the Company’s election to apply GAAP shall remain as previously calculated or determined in accordance with IFRS. The Company shall give notice of any such election made in accordance with this definition to the Trustee. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness. If there occurs a change in IFRS or GAAP, as the case may be, and such change would cause a change in the method of calculation of any standards, terms or measures (including all computations of amounts and ratios) used in this Indenture (an “Accounting Change”), then the Company may elect that such standards, terms or measures shall be calculated as if such Accounting Change had not occurred.
“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
CONNECT XXXXX XXXX, as Issuer
By: /s/ Xxxxxxx Xx Xxxxxx
Name: Xxxxxxx Xx Xxxxxx
Title: Manager
CONNECT U.S. XXXXX LLC, as Issuer
By: /s/ Xxxxxx Xxxxx Xxxxx
Name: Xxxxxx Xxxxx Xxxxx
Title: President
CONNECT BIDCO LIMITED, as Guarantor
By: /s/Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Director
CONNECT MIDCO LIMITED, as Guarantor
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Director
[Signature Page – Third Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
[Signature Page – Third Supplemental Indenture]
