RELX CAPITAL INC., as Issuer, and RELX PLC, as Guarantor, THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent and Securities Registrar EIGHTH SUPPLEMENTAL INDENTURE Dated as of September 8, 2018 to INDENTURE Dated as of May 9, 1995

 

 

 

RELX CAPITAL INC.,

 

as Issuer,

and

RELX PLC,

as Guarantor,

THE BANK OF NEW YORK MELLON,

 

as Trustee, Principal Paying Agent and Securities Registrar

EIGHTH SUPPLEMENTAL INDENTURE

Dated as of September 8, 2018

to

INDENTURE

Dated as of May 9, 1995

 

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Guaranteed Debt Securities

 

 

 

 

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EIGHTH SUPPLEMENTAL INDENTURE, dated as of September 8, 2018 (“Eighth Supplemental Indenture”), among RELX Capital Inc., a corporation incorporated under the laws of the State of Delaware, as issuer (the “Issuer”), RELX PLC, a public limited company incorporated in England, as guarantor (the “Guarantor”) and The Bank of New York Mellon, as trustee (the “Trustee”), Principal Paying Agent and Securities Registrar.

 

RECITALS

 

WHEREAS, the Issuer, the Guarantor, RELX N.V., a public company with limited liability incorporated under the laws of the Netherlands (“RELX N.V.”), and the Trustee entered into an indenture, dated as of May 9, 1995 (as amended and supplemented, the “Indenture”), providing for the issuance from time to time of the Issuer’s Debt Securities, to be issued in one or more series as provided in the Indenture;

 

WHEREAS, there are presently issued and outstanding under the Indenture $400,000,000 aggregate principal amount of 8.625% Notes due January 15, 2019, $150,000,000 aggregate principal amount of 7.500% Notes due May 15, 2025, €600,000,000 aggregate principal amount of 1.300% Notes due May 12, 2025 and $700,000,000 aggregate principal amount of 3.500% Notes due May 16, 2023 (collectively, the “Existing Notes”), each outstanding series being guaranteed, jointly and severally, by the Guarantor and RELX N.V., and the Trustee has been appointed as trustee for each outstanding series of Existing Notes;

 

WHEREAS, RELX N.V. and the Guarantor entered into the Common Draft Terms of Merger, dated as of May 4, 2018, providing for the merger of RELX N.V. into the Guarantor, with the Guarantor continuing as the surviving entity (the “Merger”), which Merger has become effective as of the date hereof;

 

WHEREAS, Section 801(2) of the Indenture provides that neither Guarantor shall consolidate, merge or amalgamate with, or sell, lease or otherwise dispose of substantially all its assets to any other Person unless such Guarantor is the survivor of such transaction or, if such Guarantor is not the survivor, the survivor of such transaction expressly assumes, by a supplemental indenture that is executed and delivered to the Trustee for each series of Debt Securities, in form reasonably satisfactory to the Trustee, such Guarantor’s obligations under the Guarantees;

 

WHEREAS, Section 901(1) of the Indenture provides that, without the consent of any Holders of Debt Securities, the Issuer and a Guarantor, each when authorized by a Board Resolution, and the Trustee for the Debt Securities, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture in form satisfactory to such Trustee to evidence the succession of another corporation to a Guarantor, and the assumption by any such successor of the covenants of such Guarantor contained in the Indenture and the Guarantees;

 

WHEREAS, the Issuer and the Guarantor have each been authorized by a duly adopted Board Resolution to enter into this Eighth Supplemental Indenture;

 

WHEREAS, the eliminations and changes set forth in this Eighth Supplemental Indenture shall apply to each outstanding series of Existing Notes and each series of Debt Securities issued on or after the date hereof;

 

WHEREAS, the Issuer and the Guarantor have delivered to the Trustee such certificates or opinions as may be required and requested pursuant to the Indenture; and

 

 

 

WHEREAS, all things necessary to make this Eighth Supplemental Indenture a valid agreement of the Issuer and the Guarantor in accordance with its terms have been done and performed.

 

NOW THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Guarantor and the Trustee hereby mutually covenant and agree as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed, as of the date first referenced above.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Eighth Supplemental Indenture]