Attached files
| file | filename |
|---|---|
| 8-K - 8-K - SOLERA HOLDINGS, INC | d87854d8k.htm |
| EX-99.2 - EX-99.2 - SOLERA HOLDINGS, INC | d87854dex992.htm |
| EX-99.1 - EX-99.1 - SOLERA HOLDINGS, INC | d87854dex991.htm |
Exhibit 4.1
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 16, 2015, by and among Audatex North America, Inc., a Delaware corporation (the “Issuer”), the guarantors set forth on the signature page hereto (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 5, 2013, providing for the issuance of an unlimited aggregate principal amount of 6.125% Senior Notes due 2023 (the “Notes”);
WHEREAS, Section 9.01(7) of the Indenture provides that additional Notes may be created and issued from time to time by the Issuer without notice or consent of the Holders, and the Indenture further provides that such additional Notes shall be treated as a single class with the Initial Notes for all purposes under the Indenture and shall have the same terms as to status, redemption or otherwise as the Initial Notes;
WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing $850,000,000 in aggregate principal amount of additional Notes, having identical terms as the Initial Notes (the “Additional Notes”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental 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 Issuer will issue, and the Trustee is directed to authenticate and deliver, the Additional Notes under the Indenture, having terms substantially identical in all material respects to the Initial Notes, at an issue price of 99.50%, plus accrued interest from May 1, 2015 through, but not including, the date of delivery. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture. For all purposes of the Indenture, the term “Notes” shall include the Additional Notes. |
| (3) | NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. |
| (4) | Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. |
| (5) | Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. |
| AUDATEX NORTH AMERICA, INC. | ||
| By: | /s/ Renato Giger | |
| Name: | Renato Giger | |
| Title: | Chief Financial Officer | |
| GUARANTORS:
AUDATEX CANADA HOLDINGS, INC. AUDATEX HOLDINGS, LLC AUDATEX HOLDINGS, INC. CLAIMS SERVICES GROUP, LLC COLLISION REPAIR BUSINESS MANAGEMENT SERVICES, LLC EXPLORE INFORMATION SERVICES, LLC GTS SERVICES, LLC HOLLANDER, LLC HYPERQUEST, INC. LICENSE MONITOR, INC. LYNX SERVICES, L.L.C. PROPERTY CLAIMS SERVICES, INC. SOLERA HOLDINGS, INC. SOLERA, INC. SOLERA INTEGRATED MEDICAL SOLUTIONS, INC. TITLE TECHNOLOGIES, INC. | ||
| By: | /s/ Renato Giger | |
| Name: | Renato Giger | |
| Title: | Chief Financial Officer | |
| U.S. BANK NATIONAL ASSOCIATION, | ||
| as Trustee | ||
| By: | /s/ Wally Jones | |
| Name: | Wally Jones | |
| Title: | Vice President | |
[Supplemental Indenture - New 2023 Notes]