Second Supplemental Indenture
SECOND SUPPLEMENTAL INDENTURE, dated as of August 1, 2017 (this Supplemental Indenture), among HD Supply Waterworks, Ltd., a Florida limited partnership, as successor to the Predecessor Company (as defined below) (the Successor Company), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H:
WHEREAS, CD&R Waterworks Merger Sub, LLC, a Delaware limited liability company (the Predecessor Company), and the Trustee have heretofore become parties to an Indenture, dated as of August 1, 2017, as supplemented by the First Supplemental Indenture, dated as of August 1, 2017, between the Predecessor Company and the Trustee (as amended, supplemented, waived or otherwise modified, the Indenture), providing for, among other things, the issuance of Notes in series;
WHEREAS, the Predecessor Company merged with and into the Successor Company (the Merger), with the Successor Company continuing its existence;
WHEREAS, the Merger became effective upon the filings of the Certificate of Merger of Predecessor Company with and into Successor Company (a copy of which is attached hereto as Exhibit A) with (i) the Department of State of the State of Florida and (ii) the Secretary of State of the State of Delaware;
WHEREAS, Article V of the Indenture provides that the Predecessor Company shall be permitted to merge with or into any Person, provided that upon any such merger such resulting, surviving, or transferee Person shall expressly assume all the obligations of the Predecessor Company under the Notes and the Indenture by executing and delivering to the Trustee a supplemental indenture or one or more other documents or instruments in form reasonably satisfactory to the Trustee, and that thereupon the Predecessor Company shall be relieved of all obligations and covenants under the Indenture; and
WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder.