首位补充契约,日期为2024年7月19日(这个“补充契约”),由特许座车公司(一家根据德拉瓦州法律合法组织和存在的公司,与其各自的继承者和受让人一起,称为“权益代理”), the guarantors listed on the signature pages hereto (the “保证人”,以及作为受托人的美国计算机股份有限公司信托部。信托”,以及担保代理人的美国计算机股份有限公司信托部。抵押品代理备注”下述债券契约的受托人及担保代理人。
见证:
WHEREAS, the Company, the Guarantors, the Trustee and the Notes Collateral Agent have heretofore become parties to an Indenture, dated as of June 28, 2024 (as amended, supplemented, waived or otherwise modified, the “抵押权契约”), providing for the issuance of 12.625% First Lien Senior Secured Notes due 2029 (the “注释”);
WHEREAS, Section 901(a)(1) of the Indenture provides that, without the consent of any Holders of Notes, the Company, the Guarantors, the Trustee and Notes Collateral Agent may amend or supplement the Indenture, the Notes Collateral Documents or the Notes to cure any ambiguity, mistake, omission, defect or inconsistency (as determined by the Company) and Section 901(a)(11) of the Indenture provides that, without the consent of any Holders of Notes, the Company, the Guarantors, the Trustee and Notes Collateral Agent may amend or supplement the Indenture, the Notes Collateral Documents or the Notes to make any change that does not materially adversely affect the rights of any Holder of a Note under the Notes or the Indenture (as determined by the Company); and
WHEREAS, pursuant to Sections 901(a)(1), 901(a)(11) and 903 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors, the Trustee and the Notes Collateral Agent mutually covenant and agree for the benefit of the Holders of the Notes as follows:
3.管辖法. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORk. THE TRUSTEE, THE NOTES COLLATERAL AGENt, THE COMPANY, ANY OTHER OBLIGOR IN RESPECt OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIt TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURt LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORk IN ANY ACTION OR PROCEEDING ARISING OUt OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
4.认可契约;补充契约是契约的一部分. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
5.对照合约. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic means shall be deemed to be their original signatures for all purposes. The words “signed”, “signature” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental Indenture shall be deemed to include electronic signatures.
This Supplemental Indenture (or to any document delivered in connection with this Supplemental Indenture) shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “签名法任何电子签名或传真、扫描或复印的手动签名在一切情况下均具有与原始手动签名相同的有效性、法律效力和证据可采信性。各方有权完全依赖并且对任何传真、扫描或复印的