FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 8, 2021, among DI SUPER HOLDINGS, INC., a Delaware corporation, DI INTERMEDIATE, INC., a Delaware corporation, DI PURCHASER, INC., a Delaware corporation, DISTRIBUTION INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company, DISTRIBUTION INTERNATIONAL HOLDING CORP., a Delaware corporation, DISTRIBUTION INTERNATIONAL, INC., a Delaware corporation, LECCO INDUSTRIES, INC., a Texas corporation, UNITED INSULATION SALES AND FABRICATION, INC., a Texas corporation, DISTRIBUTION INTERNATIONAL SOUTHWEST, INC., a Delaware corporation, MECHANICAL INSULATION SUPPLY, INC., a Michigan corporation, SILVERCOTE, LLC, a Delaware limited liability company, IDEAL PRODUCTS OF AMERICA HOLDINGS, LLC, a Delaware limited liability company, BWI DISTRIBUTION, INC., a Maryland corporation, DISTRIBUTION INTERNATIONAL NORTHEAST, INC., a New Jersey corporation, THORPE PRODUCTS COMPANY, a Texas corporation, THORPE PRODUCTS MIDWEST, LLC, a Texas limited liability company (collectively, the “New Guarantors”), direct or indirect subsidiaries of TOPBUILD CORP. (or its successor), a Delaware corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuer, certain Guarantors and the Trustee have heretofore executed an indenture, dated as of March 15, 2021 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 3.625% Senior Notes due 2029 (the “Notes”), initially in the aggregate principal amount of $400,000,000;
WHEREAS, Section 9.01(e) of the Indenture provides that the Issuer and the Trustee may amend the Indenture without notice or the consent of any holder to conform the text of the Indenture to any provision of the “Description of Notes” in the Offering Memorandum (as defined in the Indenture);
WHEREAS, the Issuer desires and has requested the Trustee to join with it in entering into this Supplemental Indenture for the purpose of amending the Indenture in certain respects as permitted by Section 9.01(e) of the Indenture;
WHEREAS, Sections 4.11 and 10.06 of the Indenture require that the Issuer cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall guarantee the Guaranteed Obligations; and