FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, (this Supplemental Indenture) dated as of June 15, 2021 by and among Checkers Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Parent (as defined below) (the Successor Entity), Grubhub Holdings Inc., as Issuer, and Wilmington Trust, National Association, a national banking association, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, each of the Issuer, Grubhub Inc. (the Predecessor Company), the Guarantors named therein and the Trustee have heretofore executed and delivered an indenture dated as of June 10, 2019 among the Issuer, the Guarantors named therein and the Trustee (as further amended, supplemented, waived or otherwise modified, the Indenture), providing for the issuance of an aggregate principal amount of $500.0 million of 5.500% Senior Notes due 2027 of the Issuer (the Notes);
WHEREAS, the Predecessor Company entered into an Agreement and Plan of Merger dated as of June 10, 2020, as amended on September 4, 2020 and March 12, 2021 (the Merger Agreement), with Just Eat Takeaway.com N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the Parent), Checkers Merger Sub I, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (Merger Sub) and the Successor Entity;
WHEREAS, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, on June 15, 2021, Merger Sub will merge with and into the Predecessor Company (such merger, the Initial Merger), with the Predecessor Company as the surviving corporation in the Initial Merger (the Initial Surviving Company), and, immediately following the Initial Merger, the Initial Surviving Company will merge with and into the Successor Entity (such merger, the Subsequent Merger and the time at which the Subsequent Merger becomes effective, the Second Effective Time), with the Successor Entity as the surviving corporation in the Subsequent Merger;
WHEREAS, pursuant to Section 4.1(a)(1) of the Indenture, in connection with the consummation of the Subsequent Merger, the Successor Entity is required to assume, by supplemental indenture, all obligations of the Predecessor Company under the Notes and the Indenture;
WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor (with respect to its Guarantee or the Indenture) and the Trustee are authorized to execute and deliver a supplemental indenture to comply with Section 4.1 of 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 Successor Entity, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
Section 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.