SEVENTH SUPPLEMENTAL INDENTURE
Seventh Supplemental Indenture (this Supplemental Indenture), dated as of June 21, 2021, among Choice Health Insurance LLC, a South Carolina limited liability company, National Direct Marketing, LLC, a South Carolina limited liability company (the Guaranteeing Subsidiaries and each, a Guaranteeing Subsidiary), subsidiaries of Tempo Acquisition, LLC, a Delaware limited liability company (the Issuer), and Wilmington Trust, National Association, a national banking association, as trustee (the Trustee), Transfer Agent, Registrar and Paying Agent.
W I T N E S S E T H
WHEREAS, the Issuer, Tempo Acquisition Finance Corp. and the Guarantors have heretofore executed and delivered to the Trustee (i) an Indenture (as amended, supplemented or otherwise modified, the Indenture), dated as of May 1, 2017, providing for the issuance of $500,000,000 aggregate principal amount of 6.750% Senior Notes due 2025 (the Initial Notes), (ii) the First Supplemental Indenture, dated as of November 27, 2017, to the Indenture providing for the issuance of an additional $180,000,000 aggregate principal amount of 6.750% Senior Notes due 2025 (the 2017 Notes), (iii) the Fourth Supplemental Indenture, dated as of July 29, 2019, to the Indenture providing for the issuance of an additional $280,000,000 aggregate principal amount of 6.750% Senior Notes due 2025 (the 2019 Notes) and (iv) the Sixth Supplemental Indenture, dated as of August 7, 2020, to the Indenture providing for the issuance of an additional $270,000,000 aggregate principal amount of 6.750% Senior Notes due 2025 (together with the Initial Notes, the 2017 Notes and the 2019 Notes, the Notes);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the Guarantee); 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 as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Agreement to Guarantee. Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.
(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.