FIRST SUPPLEMENTAL INDENTURE, dated as of September 16, 2019 (this Supplemental Indenture), among CORE & MAIN HOLDINGS, LP, a limited partnership organized under the laws of the State of Delaware (and any successor in interest thereto, the Company), as issuer, the Subsidiary Guarantors from time to time party to the Indenture referred to below 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, the Company and the Trustee are party to an Indenture, dated as of September 16, 2019 (as amended, supplemented, waived or otherwise modified, the Indenture), relating to the issuance from time to time by the Company of Notes;
WHEREAS, Section 901(8) of the Indenture provides that the Company may provide for the issuance of Notes of any series as permitted by Section 301 therein;
WHEREAS, in connection with the issuance of the 2024 Notes (as defined herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the 2024 Notes as hereinafter described; 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;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:
1. (a) Defined Terms.
As used herein:
(1) Applicable Amount shall be the amount equal to the sum (without duplication) of,
(i) (a) the maximum amount of all dividends and distributions which, as of the applicable Determination Date, would be permitted to be paid in cash to the Company for the purpose of paying Cash Interest by all direct and indirect Restricted Subsidiaries of the Company after giving effect to all corporate, shareholder or other comparable actions required in order to make such payment, requirements of applicable law and all restrictions on the ability to make such