FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of November 30, 2016, among each of the Guaranteeing Subsidiaries listed on the signatures pages hereto (each, a Guaranteeing Subsidiary and, collectively, the Guaranteeing Subsidiaries), each a subsidiary of Cortes NP Acquisition Corporation, a Delaware corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the Trustee).
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of October 17, 2016, providing for the issuance of 9.250% Senior Notes due 2024 (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 Companys obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the Note Guarantee);
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid indenture and agreement according to its terms have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee 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.
(a) Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture, effective upon the execution and delivery of this Supplemental Indenture.
(b) Each Guaranteeing Subsidiary hereby provides an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.