EXHIBIT 4.7
EXECUTION VERSION
SECOND SUPPLEMENTAL INDENTURE
dated as of July 1, 2025
among
ROCKET MORTGAGE, LLC,
ROCKET MORTGAGE CO-ISSUER, INC.,
The Guarantor(s) Party Hereto
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
__________________________
As Trustee
__________________________
2.875% Senior Notes due 2026
and
4.000% Senior Notes due 2033
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of July 1, 2025, among ROCKET MORTGAGE, LLC, a Michigan limited liability company (“Rocket Mortgage”), and ROCKET MORTGAGE CO-ISSUER, INC., a Michigan corporation (each, an “Issuer” and collectively, the “Issuers”), Redfin Corporation, a Delaware corporation (the “Undersigned”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Issuers, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of October 5, 2021, as supplemented by the Supplemental Indenture, dated as of June 20, 2025, among the Issuers, the Guarantor party thereto and the Trustee (as so supplemented, the “Indenture”), relating to the Issuers’ 2.875% Senior Notes due 2026 and 4.000% Senior Notes due 2033 (collectively, the “Notes”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuers and the Trustee may, without the consent of any Noteholder, supplement the Indenture to provide for any Guarantee of the Notes.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Second Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Undersigned, by its execution of this Second Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 3. The Trustee, by execution of this Second Supplemental Indenture, accepts the amendments to the Indenture effected by this Second Supplemental Indenture, subject to the terms and conditions set forth in the Indenture, including the terms and conditions defining and limiting the liabilities and responsibilities of the Trustee and Agents. Without limiting the generality of the foregoing, neither the Trustee nor any Agent shall be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained in this Second Supplemental Indenture, which recitals or statements are made solely by the Issuers and the Undersigned, or for or with respect to (i) the validity or sufficiency of this Second Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuers and the Undersigned by action or otherwise, (iii) the due execution hereof by the Issuers and the Undersigned or (iv) the consequences of any amendment herein provided for, and neither the Trustee nor any Agent makes any representation with respect to any such matters.
Section 4. Each of the Issuers and the Undersigned hereby represents and warrants that this Second Supplemental Indenture is its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Section 5. This Second Supplemental Indenture, and any claim, controversy, or dispute arising under or related to this Second Supplemental Indenture, shall be governed by and construed in accordance with the laws of the State of New York.
Section 6. This Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all other related documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Second Supplemental Indenture or any other related document or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Second Supplemental Indenture or the other related documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.
Section 7. This Second Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Second Supplemental Indenture will henceforth be read together.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
ROCKET MORTGAGE, LLC, as Issuer | ||||
By: | /s/ Panayiotis “Pete” Mareskas | |||
Name: | Panayiotis “Pete” Mareskas | |||
Title: | Treasurer | |||
ROCKET MORTGAGE CO-ISSUER, INC., as Co-Issuer | ||||
By: | /s/ Panayiotis “Pete” Mareskas | |||
Name: | Panayiotis “Pete” Mareskas | |||
Title: | Treasurer | |||
REDFIN CORPORATION, | ||||
as Guarantor | ||||
By: | /s/ Tina V John | |||
Name: | Tina V. John | |||
Title: | Secretary | |||
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||
as Trustee | ||||
By: | /s/ Carol Ng | |||
Name: | Carol Ng | |||
Title: | Vice President | |||
By: | /s/ Sebastian Hidalgo | |||
Name: | Sebastian Hidalgo | |||
Title: | Assistant Vice President |
[Signature Page to Second Supplemental Indenture for Indenture dated October 5, 2021]