0001193125-21-212000.txt : 20210709 0001193125-21-212000.hdr.sgml : 20210709 20210709172146 ACCESSION NUMBER: 0001193125-21-212000 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20210709 DATE AS OF CHANGE: 20210709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Core & Main, Inc. CENTRAL INDEX KEY: 0001856525 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099] IRS NUMBER: 863149194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-256382 FILM NUMBER: 211083590 BUSINESS ADDRESS: STREET 1: 1830 CRAIG PARK COURT CITY: ST. LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 314-432-4700 MAIL ADDRESS: STREET 1: 1830 CRAIG PARK COURT CITY: ST. LOUIS STATE: MO ZIP: 63146 S-1/A 1 d70382ds1a.htm FORM S-1/A Form S-1/A

As filed with the U.S. Securities and Exchange Commission on July 9, 2021.

Registration No. 333-256382

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

AMENDMENT NO. 3

TO

FORM S-1

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

 

Core & Main, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   5099   86-3149194

(State or Other Jurisdiction

of Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

1830 Craig Park Court

St. Louis, Missouri 63146

(314) 432-4700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Stephen O. LeClair

Chief Executive Officer

Core & Main, Inc.

1830 Craig Park Court

St. Louis, Missouri 63146

(314) 432-4700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Peter J. Loughran, Esq.

Paul M. Rodel, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

 

Andrew J. Pitts, Esq.

C. Daniel Haaren, Esq.

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

Title of Each Class of
Securities to be Registered
  Proposed Maximum
Aggregate
Offering Price(1)(2)
  Amount of
Registration Fee(3)

Class A Common Stock, par value $0.01 per share

  $100,000,000   $10,910

 

 

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

(2)

Includes shares of Class A common stock subject to the underwriters’ option to purchase additional shares.

(3)

Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 


EXPLANATORY NOTE

This Amendment No. 3 to the Registration Statement on Form S-1 is being filed solely for the purpose of filing exhibits as indicated in Part II of this Amendment No. 3. Accordingly, this Amendment No. 3 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. No change is made to Part I or Part II of the Registration Statement, other than Item 16(a) of Part II, and those items have therefore been omitted.


Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits.

Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits to this Registration Statement on Form S-1, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about Core & Main, its subsidiaries or affiliates, or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and (i) should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; (iii) may apply standards of materiality in a way that is different from what may be viewed as material to investors; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about Core & Main, its subsidiaries and affiliates may be found elsewhere in this Registration Statement on Form S-1.

 

Exhibit
Number

  

Exhibit

1.1#    Form of Underwriting Agreement.
2.1#    Form of Master Reorganization Agreement.
3.1*    Form of Amended and Restated Certificate of Incorporation by Core & Main, Inc.
3.2*    Form of Amended and Restated By-laws of Core & Main, Inc.
4.1*    Form of Class A Common Stock Certificate.
4.2**    Indenture, dated as of August 1, 2017, between Core  & Main LP, as issuer, and Wilmington Trust, National Association, as trustee.
4.2.1**    First Supplemental Indenture, dated as of August 1, 2017, between Core  & Main LP, as issuer, and Wilmington Trust, National Association, as trustee.
4.2.2**    Second Supplemental Indenture, dated as of August 1, 2017, between Core  & Main LP, as issuer, and Wilmington Trust, National Association, as trustee.
4.2.3**    Third Supplemental Indenture, dated as of June 5, 2020, between Core  & Main LP, as issuer, and Wilmington Trust, National Association, as trustee.
4.3**    Indenture, dated as of September 16, 2019, between Core  & Main Holdings, LP, as issuer, its subsidiaries party thereto from time to time, and Wilmington Trust, National Association, as trustee.
4.3.1**    First Supplemental Indenture, dated as of September 16, 2019, between Core  & Main Holdings, LP, as issuer, its subsidiaries party thereto from time to time, and Wilmington Trust, National Association, as trustee.
5.1#    Opinion of Debevoise & Plimpton LLP.
10.1.1**    Credit Agreement, dated as of August 1, 2017, by and among Core  & Main LP, as borrower, Citibank, N.A., as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto.

 

II-1


Exhibit
Number

 

Exhibit

10.1.2**   Amendment No. 1 to the Credit Agreement, dated as of July 8, 2019, by and among Core  & Main LP, as borrower, Citibank, N.A., as administrative agent and collateral agent, and the other financial institutions and lenders party thereto.
10.1.3**   Amendment No. 2 to the Credit Agreement, dated as of May 4, 2020, by and among Core  & Main LP, as borrower, Citibank, N.A., as administrative agent and collateral agent, and the other financial institutions and lenders party thereto.
10.1.4#   Form of Amendment to the Credit Agreement with respect to the New ABL Credit Facility.
10.1.5**   Credit Agreement, dated as of August 1, 2017, by and among Core  & Main LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto.
10.1.6**   Lender Joinder Agreement, dated as of July 8, 2019, by and among Core  & Main LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the additional lender party thereto.
10.1.7*   Form of Amendment to the Credit Agreement with respect to the New Term Loan Facility.
10.2**   Form of Stockholders Agreement.
10.3**   Form of Registration Rights Agreement.
10.4*   Form of Exchange Agreement.
10.5*   Form of Tax Receivable Agreement with Former Limited Partners.
10.6*   Form of Tax Receivable Agreement with Continuing Limited Partners.
10.7*   Form of Second Amended and Restated Agreement of Limited Partnership of Core & Main Holdings, LP.
10.8**   Form of Indemnification Agreement entered into between Core & Main, Inc. and each of its directors.
10.9**   Indemnification Agreement, dated as of August 1, 2017, among Core & Main Holdings, LP, Core  & Main LP, CD&R, the CD&R Investors and the other parties thereto.
10.10**†   Employment Agreement, dated as of March 9, 2018, by and between Core & Main LP and Stephen O. LeClair.
10.11**†   Employment Agreement, dated as of February 9, 2018, by and between Core & Main LP and Mark R. Witkowski.
10.12**†   Employment Agreement, dated as of February 9, 2018, by and between Core & Main LP and Laura K. Schneider.
10.13**†   Employment Agreement, dated as of February 9, 2018, by and between Core & Main LP and Bradford A. Cowles.
10.14**†   Amended and Restated Core & Main Holdings, LP Equity Incentive Plan.
10.15**†   Form of Executive Common Unit and Profits Unit Agreement.
10.16**   Form of Core & Main, Inc. Board Compensation Letter.
10.17*†   Form of Omnibus Equity Incentive Plan.
10.18*†   Form of Employee Stock Purchase Plan.
21.1**   List of Subsidiaries of Core & Main, Inc.

 

II-2


Exhibit
Number

  

Exhibit

23.1**    Consent of PricewaterhouseCoopers LLP in respect of Core & Main, Inc.’s financial statements.
23.2**    Consent of PricewaterhouseCoopers LLP in respect of Core & Main Holdings, LP’s financial statements.
23.3#    Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1 hereto).
24.1**    Powers of Attorney (included on signature pages to the Registration Statement on Form S-1).

 

*

Filed herewith.

**

Previously filed.

Identifies each management contract or compensatory plan or arrangement.

#

To be filed by amendment.

 

II-3


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on July 9, 2021.

CORE & MAIN, INC.
By:       /s/ Stephen O. LeClair
Name:   Stephen O. LeClair
Title:   Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on July 9, 2021 by the following persons in the capacities indicated.

 

Signature

  

Title

/s/ Stephen O. LeClair

   Chief Executive Officer and Director
Stephen O. LeClair    (Principal Executive Officer)

*

   Chief Financial Officer
Mark R. Witkowski    (Principal Financial Officer)

*

   Vice President, Corporate Controller
John W. Stephens    (Principal Accounting Officer)

*

   Chair of the Board
James G. Berges   

*

   Director
James G. Castellano   

*

   Director
Dennis G. Gipson   

*

   Director
Orvin T. Kimbrough   

*

   Director
Kathleen M. Mazzarella   

*

   Director
Margaret M. Newman   

*

   Director
Ian A. Rorick   

*

   Director
Nathan K. Sleeper   

 

II-4


Signature

  

Title

*

   Director
Jonathan L. Zrebiec   

 

*By:  

/s/ Stephen O. LeClair

  Stephen O. LeClair
  as Attorney-in-Fact

 

II-5

EX-3.1 2 d70382dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CORE & MAIN, INC.

Core & Main, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Core & Main, Inc.

2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 9, 2021.

3. This amendment and restatement of the Certificate of Incorporation of the Corporation has been duly adopted by the Board of Directors of the Corporation and by the written consent of the stockholders of the Corporation in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”).

4. The Corporation’s Certificate of Incorporation is hereby amended and restated pursuant to Sections 242 and 245 of the DGCL, so as to read in its entirety as set forth in the form attached hereto as Exhibit A and incorporated herein by this reference.


IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Amended and Restated Certificate of Incorporation on the        day of                , 2021.

 

By:    
Name:  
Title:  

[Signature Page to Amended and Restated Certificate of Incorporation]


Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CORE & MAIN, INC.

FIRST. Name. The name of the corporation is Core & Main, Inc. (the “Corporation”).

SECOND. Registered Office. The Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as currently in effect or as the same may hereafter be amended, the “DGCL”).

FOURTH. Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is [•], consisting of: (x) [•] shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), (y) [•] shares of Class B common stock, par value $0.01 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) and (z) [•] shares of preferred stock, par value $1.00 per share (“Preferred Stock”), issuable in one or more series as hereinafter provided. Except as otherwise expressly provided herein or in a Preferred Stock Certificate of Designation (as defined herein), the number of authorized shares of Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the outstanding stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted, and no vote of the holders of outstanding shares of Class A Common Stock, Class B Common Stock or Preferred Stock voting separately as a class shall be required therefor.

Immediately upon this Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) becoming effective pursuant to the DGCL (the “Effective Time”), each one (1) share of the Corporation’s common stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time (the “Old Common Stock”) shall automatically be subdivided and reclassified into [•] validly issued, fully paid and non-assessable shares of Class B Common Stock, without any action required on the part of the Corporation or any stockholder (the “Reclassification”). Each stock certificate or book-entry position that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of shares of Class B Common Stock after the Effective Time into which the shares of Old Common Stock have been reclassified pursuant to the foregoing, until the same shall be surrendered to the Corporation.


1. Provisions Relating to the Common Stock.

(a) General. Except as otherwise provided in this Certificate of Incorporation or required by the DGCL, shares of Class A Common Stock and Class B Common Stock shall have the same rights and powers, rank equally, share ratably and be identical in all respects and as to all matters.

(b) Voting. Except as otherwise provided in this Certificate of Incorporation or required by applicable law, (i) each holder of outstanding shares of Class A Common Stock and Class B Common Stock shall be entitled, with respect to each outstanding share of Common Stock held by such holder, to one vote in person or by proxy on all matters submitted to a vote of the holders of Common Stock and (ii) the holders of Common Stock will vote together as a single class on all matters presented to stockholders for their vote or approval. Notwithstanding the foregoing, (A) the holders of the outstanding shares of Class A Common Stock shall be entitled to vote separately as a class upon a proposed amendment to the Certificate of Incorporation, if the amendment would increase or decrease the par value of the shares of such Class A Common Stock or alter or change the powers, preferences or special rights of the shares of such Class A Common Stock so as to affect them adversely, and (B) the holders of the outstanding shares of Class B Common Stock shall be entitled to vote separately as a class upon a proposed amendment to the Certificate of Incorporation, if the amendment would increase or decrease the par value of the shares of such Class B Common Stock or alter or change the powers, preferences or special rights of the shares of such Class B Common Stock so as to affect them adversely.

(c) Dividends. Subject to the preferences and rights, if any, applicable to shares of Preferred Stock or any series thereof, (i) the holders of outstanding shares of Class A Common Stock shall be entitled to receive such dividends in cash, property or stock as may be declared thereon by the board of directors of the Corporation (the “Board”) at any time and from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends, and (ii) the holders of outstanding shares of Class B Common Stock shall not be entitled to receive any dividends in cash, property or stock.

(d) Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the preferences and rights, if any, applicable to shares of Preferred Stock or any series thereof, (i) the holders of outstanding shares of Class A Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of outstanding shares of Class A Common Stock held by them and (ii) the holders of outstanding shares of Class B Common Stock shall not be entitled to receive any of the remaining assets of the Corporation available for distribution to its stockholders.

(e) Reservation of Class A Common Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock the number of shares of Class A Common Stock required to be issued pursuant to the Exchange Agreement (as defined below); provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations with respect to any exchange by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation.

 

2


2. Additional Provisions Relating to the Class B Common Stock.

(a) General. The shares of Class B Common Stock may be issued only to, and registered in the name of, the Holdings Limited Partners (as defined below), their respective successors and assigns as well as their transferees permitted in accordance with Section 2(b) of this Article FOURTH (including all subsequent successors, assigns and permitted transferees) (the Holdings Limited Partners together with such persons, collectively, “Permitted Class B Owners”) and Section 4 of this Article FOURTH, and the aggregate number of outstanding shares of Class B Common Stock following any such issuance registered in the name of each such Permitted Class B Owner must be equal to the aggregate number of Partnership Interests (as defined below) held of record by such Permitted Class B Owner under the LPA (as defined below), as described further under Section 4 of this Article FOURTH. As used in this Certificate of Incorporation, (i) “Holdings Limited Partners” means each of the holders (other than the Corporation and CD&R WW, LLC, a Delaware limited liability company) of Partnership Interests of Core & Main Holdings, LP, a Delaware limited partnership, or any successor entities thereto (“Holdings”) as from time to time set forth on Schedule A to the LPA, and (ii) “Partnership Interests” means the limited partner interests of Holdings, authorized and issued under its Amended and Restated Agreement of Limited Partnership, dated as of the date hereof, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “LPA”), and constituting a “LP Partnership Interest” as defined in the LPA. A copy of the LPA will be kept with the books and records of the Corporation.

(b) Transfer of Class B Common Stock:

(i) A holder of Class B Common Stock may transfer (including by operation of law) and surrender shares of Class B Common Stock to the Corporation only if, and only to the extent permitted by the LPA and the Exchange Agreement, dated as of the date hereof, by and among the Corporation, Holdings and holders of Partnership Interests party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”), such holder also simultaneously surrenders an equal number of such holder’s Partnership Interests (as such number may be adjusted to reflect equitably any stock split, subdivision, combination or similar change with respect to the Class B Common Stock or Partnership Interests) to the Corporation in compliance with the LPA and the Exchange Agreement. Following the transfer and surrender of any shares of Class B Common Stock to the Corporation, such shares of Class B Common Stock of the Corporation shall be immediately and automatically retired, without any further action on the part of the Corporation or the holder of such shares. Notwithstanding the foregoing, any transfer of shares of Class B Common Stock pursuant to the Master Reorganization Agreement, dated as of the date hereof, by and among the Corporation, Holdings and the other parties party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Reorganization Agreement”), including by a transfer by operation of law pursuant to any merger or merger agreement contemplated by the Reorganization Agreement, shall not be subject to the transfer restrictions set forth herein.

 

3


(ii) A holder of Class B Common Stock may transfer shares of Class B Common Stock to any transferee (other than the Corporation) only if, and only to the extent permitted by the LPA, such holder also simultaneously transfers an equal number of such holder’s Partnership Interests (as such number may be adjusted to reflect equitably any stock split, subdivision, combination or similar change with respect to the Class B Common Stock or Partnership Interests) to such transferee in compliance with the LPA. The transfer restrictions described in this Section 2(b)(ii) of Article FOURTH are referred to as the “Restrictions.”

(iii) Any purported transfer of shares of Class B Common Stock in violation of Section 2(b)(i) and the Restrictions shall be null and void. If, notwithstanding the Restrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”).

(iv) Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted Shares in violation of the Restrictions, the Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent not to record the Purported Owner’s transferor as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition.

(v) The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind regulations and procedures that are consistent with the provisions of this Section 2(b) of Article FOURTH for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 2(b) of Article FOURTH. Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to holders of shares of Class B Common Stock.

(vi) The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof.

(c) Immediately upon the exchange of a Partnership Interest (together with the transfer and surrender of a share of Class B Common Stock) with the Corporation pursuant to the terms of the LPA and the Exchange Agreement, such share of Class B Common Stock shall automatically and, without further action on the part of the Corporation or the holder of such share, be transferred to the Corporation with no consideration being paid or issued with respect thereto, pursuant and subject to the terms of the provisions of Section 2(b) of this Article FOURTH, the Exchange Agreement and the LPA. Upon such transfer, such shares of Class B Common Stock of the Corporation shall be immediately and automatically retired, without any further action on the part of the Corporation or the holder of such shares.

 

4


(d) Notwithstanding the Restrictions, (i) in the event that any outstanding share of Class B Common Stock shall cease to be held by a registered holder of a Partnership Interest, such share of Class B Common Stock shall automatically and, without further action on the part of the Corporation or any holder of Class B Common Stock, be transferred to the Corporation for no consideration, such shares of Class B Common Stock of the Corporation shall be immediately and automatically retired, without any further action on the part of the Corporation or the holder of such shares, (ii) in the event that any registered holder of the Class B Common Stock no longer holds an interest in the Partnership Interest, the shares of Class B Common Stock registered in the name of such holder shall automatically and, without further action on the part of the Corporation or any holder of Class B Common Stock, be transferred to the Corporation for no consideration, such shares of Class B Common Stock of the Corporation shall be immediately and automatically retired, without any further action on the part of the Corporation or the holder of such shares and (iii) in the event that no Permitted Class B Owner owns any Partnership Interest that is redeemable pursuant to the LPA, then all shares of Class B Common Stock shall automatically and, without further action on the part of the Corporation or any holder of Class B Common Stock, be transferred to the Corporation for no consideration, such shares of Class B Common Stock of the Corporation shall be immediately and automatically retired, without any further action on the part of the Corporation or the holder of such shares.

(e) All certificates representing shares of Class B Common Stock, as the case may be, shall bear a legend substantially in the following form (or in such other form as the Board may determine):

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE CERTIFICATE OF INCORPORATION, AS AMENDED AND/OR RESTATED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR).

All holders of uncertificated shares of Class B Common Stock shall be given notice within a reasonable time after the issuance or transfer of uncertificated shares of such stock, in writing or by electronic transmission, that the shares of Class B Common Stock represented by book entry are subject to the restrictions (including restrictions on transfer) set forth in this Certificate of Incorporation (a copy of which is on file with the Secretary of the Corporation and shall be provided free of charge to any stockholder making a request therefor).

 

5


3. Provisions Relating to the Preferred Stock.

(a) Subject to the provisions of this Article FOURTH and any limitations prescribed by law, the Preferred Stock may be issued at any time and from time to time in one or more series. The Board is hereby authorized to provide, out of the unissued shares of Preferred Stock, for the issuance of shares of Preferred Stock in one or more series and, by resolution duly adopted and by filing a certificate of designation pursuant to the applicable provisions of the DGCL (hereinafter referred to as a “Preferred Stock Certificate of Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including, without limitation, dividend rights, dividend rates, conversion rights, voting rights, terms of redemption and liquidation preferences. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

(b) The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof.

(c) Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation including a Preferred Stock Certificate of Designation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to this Certificate of Incorporation including a Preferred Stock Certificate of Designation or pursuant to the DGCL.

4. Ratio of Outstanding Shares of Common Stock to Partnership Interests.

(a) The Corporation shall undertake all actions, including, without limitation, an issuance, reclassification, dividend, division or recapitalization, with respect to the outstanding shares of Class A Common Stock necessary to maintain at all times a one-to-one ratio between the number of Partnership Interests owned by the Corporation (directly or indirectly, including through its subsidiaries) and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) treasury stock, (ii) the exchange of Partnership Interests by the Corporation in accordance with an Exchange for a Cash Exchange Payment (each as defined in the Exchange Agreement) pursuant to the Exchange Agreement, (iii) Preferred Stock or other debt or equity securities (including without limitation warrants, options and rights) issued by the Corporation that are convertible or exercisable or exchangeable for Class A Common Stock and (iv) shares of Class A Common Stock issued pursuant to the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan, as the same may be amended from time to time, and any other stock incentive plan adopted by the Corporation from time to time, that have not vested thereunder.

(b) The Corporation shall undertake all actions, including, without limitation, an issuance, reclassification, division or recapitalization, with respect to the outstanding shares of Class B Common Stock necessary to maintain at all times a one-to-one ratio between the number of Partnership Interests owned by all Permitted Class B Owners and the number of outstanding shares of Class B Common Stock owned by all Permitted Class B Owners.

 

6


(c) The Corporation shall not:

(i) undertake or authorize (A) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or similar event) or combination (by reverse stock split, reclassification, recapitalization or similar event) of the Class A Common Stock that is not accompanied by an identical subdivision or combination of the Partnership Interests to maintain at all times a one-to-one ratio between the number of Partnership Interests owned by the Corporation (directly or indirectly, including through its subsidiaries) and the number of outstanding shares of Class A Common Stock as provided in Section 4(a) of this Article FOURTH; or (B) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or similar event) or combination (by reverse stock split, reclassification, recapitalization or similar event) of the Class B Common Stock that is not accompanied by an identical subdivision or combination of the Partnership Interests to maintain at all times, subject to the provisions of this Certificate of Incorporation, a one-to-one ratio between the number of Partnership Interests owned by the Permitted Class B Owners and the number of outstanding shares of Class B Common Stock, unless, in the case of clause (A) or (B) of this Section 4(c) of Article FOURTH, such action is necessary to maintain at all times both a one-to-one ratio between the number of Partnership Interests owned by the Corporation (directly or indirectly, including through its subsidiaries) and the number of outstanding shares of Class A Common Stock as provided in Section 4(a) of this Article FOURTH and a one-to-one ratio between the number of Partnership Interests owned by the Permitted Class B Owners and the number of outstanding shares of Class B Common Stock;

(ii) issue, transfer or deliver from treasury stock or repurchase outstanding shares of Class A Common Stock unless in connection with any such issuance, transfer, delivery or repurchase the Corporation takes or authorizes all requisite action such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of Partnership Interests owned by the Corporation (directly or indirectly, including through its subsidiaries) will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock as provided in Section 4(a) of this Article FOURTH; or

(iii) to the fullest extent permitted by law, consolidate, merge, combine or consummate any other transaction (other than an action or transaction for which an adjustment is provided in this Article FOURTH) in which shares of Class A Common Stock are exchanged for or converted into other stock or securities, or the right to receive cash and/or any other property, unless in connection with any such consolidation, merger, combination or other transaction, each Partnership Interest shall be entitled to be exchanged for or converted into the same kind and amount of stock or securities, cash and/or any other property, as the case may be, into which or for which each share of Class A Common Stock is exchanged or converted, in each case to maintain at all times a one-to-one ratio between (x) the stock or securities, or rights to receive cash and/or any other property issuable in such transaction in exchange for or conversion of one share of Class A Common Stock and (y) the stock or securities, or rights to receive cash and/or any other property issuable in such transaction in exchange for or conversion of one Partnership Interest.

 

7


The foregoing provisions of this Section 4(c) of Article FOURTH shall not apply to any action or transaction (including any consolidation, merger or combination) approved by the holders of a majority of the voting power of the outstanding Class A Common Stock and Class B Common Stock, each voting as a separate class.

5. Voting in Election of Directors. Except as may be required by the DGCL or as provided in this Certificate of Incorporation including a Preferred Stock Certificate of Designation, holders of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to vote on any matter or receive notice of any meeting of stockholders.

FIFTH. Management of Corporation. The following provisions are inserted for the management of the business, for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

1. Except as may otherwise be provided by law, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

2. Subject to any rights granted to the holders of shares of any class or series of Preferred Stock then outstanding and the rights granted pursuant to the Stockholders Agreement, by and among the Corporation and CD&R Waterworks Holdings, L.P., a Delaware limited partnership, CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership, CD&R Fund X Waterworks B1, L.P., a Cayman Islands exempted limited partnership, and CD&R Fund X-A Waterworks B, L.P., a Cayman Islands exempted limited partnership (together with their successors and assigns, the “CD&R Investors”), to be effective upon the date of the completion of the Corporation’s underwritten initial public offering of its Class A Common Stock (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Stockholders Agreement”), the number of directors of the Corporation shall be fixed, and may be altered from time to time, exclusively by resolution of the Board, but in no event may the number of directors of the Corporation be less than one.

3. The directors of the Corporation, subject to any rights granted to holders of shares of any class or series of Preferred Stock then outstanding, shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders of the Corporation following the time at which the initial classification of the Board becomes effective (the “Effective Date”), Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the Effective Date, and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the Effective Date. Directors of each class shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. At each succeeding annual meeting, successors to the class of directors whose term expires at that annual meeting shall be elected for a term expiring at the third succeeding annual meeting of stockholders, subject to any rights granted to holders of

 

8


shares of any class or series of Preferred Stock then outstanding to elect directors and the rights granted pursuant to the Stockholders Agreement. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. The Board is authorized to assign members of the Board already in office to their respective class.

4. Subject to any rights granted to the holders of shares of any class or series of Preferred Stock then outstanding and the rights granted pursuant to the Stockholders Agreement, (a) following the Effective Date and until the first date (the “Trigger Date”) on which the CD&R Investors, together with their affiliates, cease to collectively beneficially own (directly or indirectly) shares of stock of the Corporation representing at least forty percent (40%) of the combined voting power of all of the outstanding shares of stock of the Corporation, a director may be removed at any time, either with or without cause, upon the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock of the Corporation then entitled to vote in an election of directors, and (b) from and after the Trigger Date, a director may be removed from office only for cause and only upon the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock of the Corporation then entitled to vote in an election of directors.

5. Subject to any rights granted to the holders of shares of any class or series of Preferred Stock then outstanding and the rights granted pursuant to the Stockholders Agreement, and except as otherwise provided by law, any vacancy in the Board that results from an increase in the number of directors, from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled solely by an affirmative vote of at least a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. A director elected to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of stockholders held to elect the class of directors to which such director is elected and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal.

6. No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, provided that nothing contained in this Article FIFTH shall eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment, repeal or modification of this provision shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director of the Corporation existing at the time of such amendment, repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

 

9


7. To the fullest extent permitted by the DGCL, the Corporation shall indemnify and advance expenses (including reasonable attorneys’ fees) to the directors and officers of the Corporation, provided that, except as otherwise provided in the Corporation’s Amended and Restated By-laws (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “By-laws”) the Corporation shall not be obligated to indemnify or advance expenses to a director or officer of the Corporation in respect of an action, suit or proceeding (or part thereof) instituted by such director or officer, unless such action, suit or proceeding (or part thereof) has been authorized by the Board. The rights provided by this Section 7 of Article FIFTH shall not limit or exclude any rights, indemnities or limitations of liability to which any director or officer of the Corporation may be entitled, whether as a matter of law, under the By-laws, by agreement, vote of the stockholders, approval of the directors of the Corporation or otherwise.

8. Unless and except to the extent that the By-laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

SIXTH. Stockholder Action by Consent. Until the Trigger Date, any action required or permitted to be taken by the stockholders of the Corporation may be effected by consent in writing or electronic transmission in accordance with the DGCL in lieu of a meeting. From and after the Trigger Date, any action required or permitted to be taken by the stockholders of the Corporation may be taken only upon the vote of the stockholders at an annual or special meeting duly called and may not be taken by consent of the stockholders.

SEVENTH. Special Meeting of Stockholders. Except as otherwise required by law and subject to any rights granted to holders of shares of any class or series of Preferred Stock then outstanding, special meetings of the stockholders of the Corporation for any purpose or purposes may be called only by the Chair of the Board or pursuant to a resolution of the Board adopted by at least a majority of the directors then in office, provided that, until the Trigger Date, a special meeting of the stockholders may also be called by the Secretary of the Corporation at the request of the holders of record of at least a majority of the voting power of the outstanding shares of stock of the Corporation. From and after the Trigger Date, the stockholders of the Corporation shall not have the power to call a special meeting of the stockholders of the Corporation or to request the Secretary of the Corporation to call a special meeting of the stockholders.

EIGHTH. Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision), the Corporation, on behalf of itself and its subsidiaries, renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Corporation or any of its subsidiaries or any dealings with customers or clients of the Corporation or any of its subsidiaries) (each a “Corporate Opportunity”) that are from time to time presented to any of the CD&R Investors or any of their officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries (other than the Corporation and its subsidiaries), even if the transaction, matter or opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the

 

10


opportunity to do so. To the fullest extent permitted by law, none of the CD&R Investors nor any of their respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues, acquires or participates in such Corporate Opportunity, directs such Corporate Opportunity to another person or fails to communicate, offer or present such Corporate Opportunity, or information regarding such Corporate Opportunity, to the Corporation or its subsidiaries, unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Any person purchasing or otherwise acquiring or holding any interest in any shares of stock of the Corporation shall be deemed to have notice of and have consented to the provisions of this Article EIGHTH. Neither the alteration, amendment or repeal of this Article EIGHTH, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article EIGHTH, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Article EIGHTH in respect of any Corporate Opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article EIGHTH, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Article EIGHTH shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article EIGHTH (including, without limitation, each portion of any paragraph of this Article EIGHTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Article EIGHTH (including, without limitation, each such portion of any paragraph of this Article EIGHTH containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law. This Article EIGHTH shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Certificate of Incorporation, the By-laws, applicable law, any agreement or otherwise.

NINTH. Section 203 of the DGCL. The Corporation elects not to be governed by Section 203 of the DGCL or any successor provision thereto (“Section 203”), as permitted under and pursuant to subsection (b)(3) of Section 203, and the restrictions contained in Section 203 shall not apply to the Corporation until the first time at which both of the following conditions exist (if ever): (a) Section 203 by its terms would, but for the provisions of this Article NINTH, apply to the Corporation; and (b) the CD&R Investors, together with their affiliates, cease to collectively beneficially own (directly or indirectly) shares of stock of the Corporation representing at least five percent (5%) of the combined voting power of all of the outstanding shares of stock of the Corporation. From and after such time, the Corporation shall be governed by Section 203 so long as Section 203 by its terms would apply to the Corporation.

 

11


TENTH. Amendment of the Certificate of Incorporation. The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the DGCL, and all rights herein conferred upon stockholders or directors are granted subject to this reservation, provided, however, that any amendment, alteration or repeal of Sections 6 or 7 of Article FIFTH shall not adversely affect any right or protection existing under this Certificate of Incorporation immediately prior to such amendment, alteration or repeal, including any right or protection of a director thereunder in respect of any act or omission occurring prior to the time of such amendment, alteration or repeal. Notwithstanding anything to the contrary contained in this Certificate of Incorporation, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, this Article TENTH and Articles ELEVENTH and TWELFTH may be amended, altered or repealed in any respect, nor may any provision or by-law inconsistent therewith be adopted, unless in addition to any other vote required by this Certificate of Incorporation or otherwise required by law, (a) until the Trigger Date, such amendment, alteration or repeal is approved by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock of the Corporation then entitled to vote thereon, and (b) from and after the Trigger Date, such amendment, alteration or repeal is approved by the holders of at least two-thirds (66 2/3%) of the voting power of the outstanding shares of stock of the Corporation then entitled to vote thereon.

ELEVENTH. Amendment of the By-laws. In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized to amend, alter or repeal the By-laws, without the assent or vote of stockholders of the Corporation. Any amendment, alteration or repeal of the By-laws by the Board shall require the affirmative vote of at least a majority of the directors then in office, so long as a quorum is present. In addition to any other vote otherwise required by law, the stockholders of the Corporation may amend, alter or repeal the By-laws, provided that any such action will require (a) until the Trigger Date, the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock of the Corporation then entitled to vote thereon and (b) from and after the Trigger Date, the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of the outstanding shares of stock of the Corporation then entitled to vote thereon. In addition, so long as the Stockholders Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of the By-laws, or the adoption of any new by-law, that would be contrary to or inconsistent with the then-applicable terms, if any, of the Stockholders Agreement, or this sentence.

TWELFTH. Exclusive Jurisdiction for Certain Actions. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court of Chancery”) (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action, suit or proceeding brought on behalf of the Corporation, (b) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders (c) any action, suit or proceeding asserting a claim arising out of or pursuant to or seeking to enforce any right obligation or remedy under any provision of the Certificate of Incorporation or By-laws (as either may be amended or restated) or the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery, or (d) any action or proceeding asserting a claim that is governed by

 

12


the internal affairs doctrine. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Any person or entity holding, owning, purchasing or otherwise acquiring any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TWELFTH.

 

13

EX-3.2 3 d70382dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

 

 

CORE & MAIN, INC.

AMENDED AND RESTATED BY-LAWS

Effective as of [•], 2021

 

 


CORE & MAIN, INC.

AMENDED AND RESTATED BY-LAWS

Table of Contents

 

          Page  

ARTICLE I MEETINGS OF STOCKHOLDERS

     1
Section 1.01.   

Annual Meetings

     1
Section 1.02.   

Special Meetings

     1
Section 1.03.   

Participation in Meetings by Remote Communication

     1
Section 1.04.   

Notice of Meetings; Waiver of Notice

     2
Section 1.05.   

Proxies

     3
Section 1.06.   

Voting Lists

     3
Section 1.07.   

Quorum

     4
Section 1.08.   

Voting

     4
Section 1.09.   

Adjournment

     4
Section 1.10.   

Organization; Procedure

     5
Section 1.11.   

Consent of Stockholders in Lieu of Meeting

     6
Section 1.12.   

Notice of Stockholder Proposals and Nominations

     6

ARTICLE II BOARD OF DIRECTORS

     11
Section 2.01.   

General Powers

     11
Section 2.02.   

Number and Term of Office

     11
Section 2.03.   

Classification; Election of Directors

     11
Section 2.04.   

Regular Meetings

     11
Section 2.05.   

Special Meetings

     11
Section 2.06.   

Notice of Meetings; Waiver of Notice

     11
Section 2.07.   

Quorum; Voting

     12
Section 2.08.   

Participation by Electronic Communications Equipment

     12
Section 2.09.   

Adjournment

     12
Section 2.10.   

Action Without a Meeting

     12
Section 2.11.   

Regulations

     12
Section 2.12.   

Resignations of Directors

     12
Section 2.13.   

Removal of Directors

     13
Section 2.14.   

Vacancies and Newly Created Directorships

     13
Section 2.15.   

Compensation

     13
Section 2.16.   

Reliance on Accounts and Reports, etc.

     13

ARTICLE III COMMITTEES

     13
Section 3.01.   

Designation of Committees

     13
Section 3.02.   

Members and Alternate Members

     14
Section 3.03.   

Committee Procedures

     14
Section 3.04.   

Meetings and Actions of Committees

     14
Section 3.05.   

Resignations and Removals

     14
Section 3.06.   

Vacancies

     15

 

i


ARTICLE IV OFFICERS

     15
Section 4.01.   

Officers

     15
Section 4.02.   

Election

     15
Section 4.03.   

Compensation

     15
Section 4.04.   

Removal and Resignation; Vacancies

     15
Section 4.05.   

Authority and Duties of Officers

     16  
Section 4.06.   

Chief Executive Officer

     16
Section 4.07.   

Vice Presidents

     16
Section 4.08.   

Secretary

     16
Section 4.09.   

Treasurer

     17

ARTICLE V CAPITAL STOCK

     18
Section 5.01.   

Certificates of Stock, Uncertificated Shares

     18
Section 5.02.   

Facsimile Signatures

     18
Section 5.03.   

Lost, Stolen or Destroyed Certificates

     18
Section 5.04.   

Transfer of Stock

     19
Section 5.05.   

Registered Stockholders

     19
Section 5.06.   

Transfer Agent and Registrar

     19

ARTICLE VI INDEMNIFICATION

     19
Section 6.01.   

Indemnification

     19
Section 6.02.   

Advance of Expenses

     20
Section 6.03.   

Procedure for Indemnification

     20
Section 6.04.   

Burden of Proof

     21
Section 6.05.   

Contract Right; Non-Exclusivity; Survival

     21
Section 6.06.   

Insurance

     22
Section 6.07.   

Employees and Agents

     22
Section 6.08.   

Interpretation; Severability

     22
Section 6.09.   

Other Sources

     22

ARTICLE VII OFFICES

     22
Section 7.01.   

Registered Office

     22
Section 7.02.   

Other Offices

     22

ARTICLE VIII GENERAL PROVISIONS

     23
Section 8.01.   

Dividends

     23
Section 8.02.   

Reserves

     23
Section 8.03.   

Execution of Instruments

     23
Section 8.04.   

Voting as Stockholder or Equity Holder

     23
Section 8.05.   

Fiscal Year

     23

 

ii


Section 8.06.   

Seal

     24
Section 8.07.   

Books and Records; Inspection

     24
Section 8.08.   

Electronic Transmission

     24

ARTICLE IX AMENDMENT OF BY-LAWS

     24
Section 9.01.   

Amendment

     24

 

 

iii


CORE & MAIN, INC.

AMENDED AND RESTATED BY-LAWS

As amended and restated, effective as of [•], 2021

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.01. Annual Meetings. An annual meeting of the stockholders of Core & Main, Inc. (the “Corporation”) for the election of directors to succeed directors whose terms expire and for the transaction of such other business as properly may come before such meeting shall be held each year either within or without the State of Delaware on such date and time, and at such place, if any, as exclusively may be fixed from time to time by resolution of the Corporation’s board of directors (the “Board”), and set forth in the notice or waiver of notice of the meeting. In lieu of holding an annual meeting of the stockholders at a designated place, the Board may, in its sole discretion, determine that any annual meeting of stockholders may be held solely by means of remote communication in accordance with Section 1.03 of these Amended and Restated By-laws (as amended from time to time, the “By-laws”) and Section 211(a) of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”). The Board may postpone, recess, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

Section 1.02. Special Meetings. A special meeting of the stockholders for any purpose may be called only in the manner set forth in the Certificate of Incorporation of the Corporation as then in effect (as amended from time to time, the “Certificate of Incorporation”). Notice of every special meeting of the stockholders of the Corporation shall state the purpose or purposes of such meeting. Except as otherwise required by law, the business conducted at a special meeting of stockholders of the Corporation shall be limited exclusively to the business set forth in the Corporation’s notice of meeting. Any special meeting of the stockholders shall be held either within or without the State of Delaware, at such place, if any, and on such date and time, as shall be specified in the notice of such special meeting. In lieu of holding a special meeting of the stockholders at a designated place, the Board may, in its sole discretion, determine that any special meeting of stockholders may be held solely by means of remote communication in accordance with Section 1.03 of these By-laws and Section 211(a) of the DGCL. The Board may postpone, recess, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.

Section 1.03. Participation in Meetings by Remote Communication. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the DGCL and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications (including by webcast), and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication (including by webcast). Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting


of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication (including by webcast); provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 1.04. Notice of Meetings; Waiver of Notice.

(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall specify (i) the place, if any, date and time of such meeting, (ii) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose or purposes for which such meeting is called, and (iv) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). The notice may contain such other information as may be required by law or as may be deemed appropriate by the Chair of the Board, the Secretary or the Board. Unless otherwise required by law, the Certificate of Incorporation or these By-laws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If the stockholder list referred to in Section 1.06 of these By-laws will be made accessible on an electronic network for the ten (10) days prior to the meeting, the notice of meeting must indicate how the stockholder list can be accessed. Notice shall be deemed to have been given to all stockholders of record who share an address if notice if given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 233 of the DGCL. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting.

(b) A written waiver of notice of meeting signed by a stockholder or a waiver by electronic transmission by a stockholder, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a waiver of notice. Attendance of a stockholder at a meeting is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

(c) Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, any notice to stockholders given by the Corporation under the DGCL, the Certificate of Incorporation or these By-laws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the

 

2


stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation and shall be deemed given (i) if mailed, when the notice is deposited in the United States mail, postage prepaid, (ii) if delivered by courier service, the earlier of when the notice is (x) received or (y) left at such stockholder’s address or (iii) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by subsection (e) of Section 232 of the DGCL. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation. Notice given by electronic transmission (other than by electronic mail) pursuant to this subsection shall be deemed given: (1) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the stockholder has consented to receive notice; (2) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (3) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 1.05. Proxies.

(a) Each stockholder entitled to vote at a meeting of stockholders or to express consent to or dissent from corporate action without a meeting (if permitted by the Certificate of Incorporation) may authorize another person or persons to act for such stockholder by proxy.

(b) No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the sole discretion of the stockholder executing it unless the proxy states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.

Section 1.06. Voting Lists. The Corporation shall prepare, at least ten (10) days before every meeting of the stockholders (and before any adjournment thereof for which a new record date has been set), a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is fewer than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order and showing the address of each stockholder and the number of outstanding shares registered in the name of each stockholder. This list shall be open to the examination of any stockholder beginning at least ten (10) days prior to the meeting for any purpose germane to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the

 

3


meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled by this Section 1.06 to examine the list required by this Section 1.06 or to vote in person or by proxy at any meeting of stockholders.

Section 1.07. Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the voting power of outstanding shares of stock of the Corporation entitled to vote at the meeting of stockholders shall constitute a quorum for the transaction of business at such meeting. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, a majority of the voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. In the absence of a quorum, then either (a) the chairperson of the meeting or (b) stockholders by the affirmative vote of a majority of the voting power of the outstanding shares of stock then entitled to vote thereon, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 1.09 of these By-laws until a quorum is present or represented.

Section 1.08. Voting. Except as otherwise provided in the Certificate of Incorporation or by applicable law, every holder of record of outstanding shares of stock of the Corporation entitled to vote at a meeting of stockholders is entitled to one vote for each share outstanding in his, her or its name on the books of the Corporation (a) at the close of business on the record date for such meeting, or (b) if no record date has been fixed, at the close of business on the day next preceding the day on which notice of the meeting is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Any outstanding share of stock of the Corporation held by the Corporation or any of its majority-controlled subsidiaries (except as expressly permitted by law) shall not be entitled to vote or be counted for quorum purposes. All matters at any meeting at which a quorum is present, except the election of directors, shall be decided by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter in question, unless a different or minimum vote is required by express provision of law, the Certificate of Incorporation, these By-laws, the rules or regulations of any stock exchange applicable to the Corporation or any rule or regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter. The election of directors shall be decided by the affirmative vote of the holders of at least a plurality of the votes cast in respect of the outstanding shares of stock present in person or represented by proxy at the meeting and entitled to vote in an election of directors, unless otherwise expressly provided by express provision of law, the Certificate of Incorporation or these By-laws. The stockholders do not have the right to cumulate their votes for the election of directors.

Section 1.09. Adjournment. Any meeting of stockholders may be adjourned, from time to time, by the chairperson of the meeting or by the vote of a majority of the voting power of the outstanding shares of stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon, to reconvene at the same or some other place, and notice

 

4


need not be given of any such adjourned meeting if the place, if any, and date and time thereof (and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting) are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting in accordance with Section 1.04 of these By-laws shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

Section 1.10. Organization; Procedure.

(a) At every meeting of stockholders the presiding person shall be the Chair of the Board or, in the event of his or her absence or disability, the Chief Executive Officer, or, in the event of his or her absence or disability, a presiding person chosen by resolution of the Board. The Secretary or, in the event of his or her absence or disability, the Assistant Secretary, if any, or, if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding person, shall act as secretary of the meeting. The Board may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to any such rules and regulations, the presiding person of any meeting shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the presiding person are appropriate for the proper conduct of such meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders or records of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

 

5


(b) Preceding any meeting of the stockholders, the Board may, and when required by law shall, appoint one or more persons to act as inspectors of elections, and may designate one or more alternate inspectors. If no inspector or alternate so appointed by the Board is able to act, or if no inspector or alternate has been appointed and the appointment of an inspector is required by law, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. No director or nominee for election to the Board shall be appointed as an inspector of elections. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall discharge their duties in accordance with the requirements of applicable law.

Section 1.11. Consent of Stockholders in Lieu of Meeting. Except as otherwise provided in the Certificate of Incorporation, stockholders may not take any action by consent in lieu of action at an annual or special meeting of stockholders.

Section 1.12. Notice of Stockholder Proposals and Nominations.

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the Board and proposals of business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) in accordance with the then-applicable terms, if any, of the Stockholders Agreement, by and among the Corporation and CD&R Waterworks Holdings, L.P., a Cayman Islands exempted limited partnership, CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership, CD&R Fund X Waterworks B1, L.P., a Cayman Islands exempted limited partnership, and CD&R Fund X-A Waterworks B, L.P., a Cayman Islands exempted limited partnership (together with their successors and assigns, the “CD&R Investors”), to be effective upon the date of the completion of the Corporation’s underwritten initial public offering of its Class A common stock, par value $0.01 per share (“Class A Common Stock”) (as amended, supplemented, restated or otherwise modified from time to time, the “Stockholders Agreement”), (B) pursuant to the Corporation’s notice of the meeting (or any supplement thereto) delivered pursuant to Section 1.04 of these By-laws, (C) by or at the direction of the Board or a Committee (as defined in Section 3.01 of these By-laws) appointed by the Board for such purpose or (D) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 1.12(a) and who is a stockholder of record at the time such notice is delivered to the Secretary and at the date of the meeting, subject to paragraph (c)(ii)(D) of this Section 1.12.

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to subclause (D) of Section 1.12(a)(i) of these By-laws, the stockholder must have given timely notice thereof in writing to the Secretary and, in the case of business other than nominations for persons for election to the Board, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary date of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Class A Common Stock are first publicly traded, be deemed to have occurred on [•], 2021); provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than seventy (70) days from such anniversary date of the preceding year’s annual meeting, notice by

 

6


the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. The number of nominees a stockholder may nominate for election at an annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at an annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the Corporation’s proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these By-laws, the text of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and of the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner; (2) the class or series and number of outstanding shares of stock of the Corporation which are owned, directly or indirectly, beneficially and of record by such stockholder and such beneficial owner; (3) a representation that the stockholder is a holder of record of the outstanding stock of the Corporation at the time of giving the notice, will be entitled to vote at such meeting and will appear in person or by proxy at the meeting to propose such business or nomination; (4) a representation whether the stockholder or the beneficial owner, if any, will be or is part of a group which will (x) deliver a proxy statement and/or form of proxy to the holders of at least the percentage of the voting power of the Corporation’s outstanding stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination; and (5) a certification regarding whether such stockholder and beneficial owner, if any, have complied with all applicable federal, state and other legal requirements in connection with the stockholder’s and/or beneficial owner’s acquisition of shares of stock or other securities of the Corporation and/or the stockholder’s and/or beneficial owner’s acts or omissions as a stockholder of the Corporation. Notice of a stockholder nomination or proposal shall also set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (I) a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, any of their respective affiliates or associates and/or other person or persons (including their names) acting in concert with any of the foregoing (collectively, the “proponent persons”); (II) a description of any agreement, arrangement or understanding (including, without limitation, regardless of the form of settlement, any derivative,

 

7


long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, appreciation or similar rights, hedging transactions and borrowed or loaned shares) to which any proponent person is a party, the effect or intent of which is to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the Corporation and/or to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation (a “Derivative Instrument”); (III) to the extent not disclosed pursuant to the immediately preceding clause (II), the principal amount of any indebtedness of the Corporation or any of its subsidiaries beneficially owned by such stockholder or by the beneficial owner, if any, together with the title of the instrument under which such indebtedness was issued and a description of any Derivative Instrument entered into by or on behalf of such stockholder or such beneficial owner relating to the value or payment of any indebtedness of the Corporation or any such subsidiary; and (IV) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with Rule 14a–8 (or any successor thereof) promulgated under the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. A stockholder providing notice of a proposed nomination for election to the Board or other business proposed to be brought before a meeting (whether given pursuant to this paragraph (a)(ii) or paragraph (b) of this Section 1.12 of these By-laws) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct (x) as of the record date for determining the stockholders entitled to notice of the meeting and (y) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the stockholders entitled to vote at the meeting is less than fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated as of such later date. Any such update and supplement shall be delivered in writing to the Secretary at the principal executive offices of the Corporation not later than five (5) days after the record date for determining the stockholders entitled to notice of the meeting (in the case of any update and supplement required to be made as of the record date for determining the stockholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof) and not later than five (5) days after the record date for determining the stockholders entitled to vote at the meeting, but no later than the date prior to the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of a date less than fifteen (15) days prior to the date of the meeting or any adjournment or postponement thereof). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a

 

8


director of the Corporation and to determine the independence of such director under the Exchange Act and the rules and regulations promulgated thereunder and applicable stock exchange rules. In addition, a stockholder seeking to bring an item of business before the annual meeting shall promptly provide any other information reasonably requested by the Corporation.

(iii) Notwithstanding anything in Section 1.12(a)(ii) of these By-laws to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least one hundred (100) days prior to the first anniversary date of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Class A Common Stock are first publicly traded, be deemed to have occurred on [•], 2021), then a stockholder’s notice under this Section 1.12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b) Special Meetings of Stockholders. Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Corporation’s notice of meeting shall be conducted at such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) in accordance with the then-applicable terms, if any, of the Stockholders Agreement, (2) by or at the direction of the Board or a Committee appointed by the Board for such purpose or stockholders pursuant to Article SEVENTH of the Certificate of Incorporation or (3) provided that the Board has, or stockholders pursuant to Article SEVENTH of the Certificate of Incorporation have, determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 1.12(b) and at the date of the meeting who is a stockholder of record at the time such notice is delivered to the Secretary, subject to paragraph (c)(ii)(D) of this Section 1.12. The number of nominees a stockholder may nominate for election at a special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at a special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors of the Corporation, any stockholder entitled to vote at such meeting may nominate a person or persons, as the case may be, for election to such position(s) as specified by the Corporation, if the stockholder’s notice as required by Section 1.12(a)(ii) of these By-laws shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than one hundred and twenty (120) days prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting at which directors are to be elected.

 

9


(c) General.

(i) Only such persons who are nominated in accordance with the procedures set forth in this Section 1.12 or in accordance with the then-applicable terms, if any, of the Stockholders Agreement shall be eligible to serve as directors and only such business shall be conducted at an annual or special meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.12. Except as otherwise provided by applicable law, the Certificate of Incorporation or these By-laws, the presiding officer of a meeting of stockholders shall have the power and duty (x) to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.12 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(ii)(C)(4) of this Section 1.12), and (y) if any proposed nomination or business is not in compliance with this Section 1.12, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.

(ii) If the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 1.12 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and/or the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 1.12, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(A) Whenever used in these By-laws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Reuters Information Services, Inc., Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(B) Notwithstanding the foregoing provisions of this Section 1.12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.12. Nothing in this Section 1.12 shall be deemed to affect any rights of (x) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (y) the holders of any class or series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation or of the relevant preferred stock certificate of designation.

(C) The announcement of an adjournment or postponement of an annual or special meeting does not commence a new time period (and does not extend any time period) for the giving of notice of a stockholder nomination or a stockholder proposal as described above.

 

10


(D) Notwithstanding anything to the contrary contained in this Section 1.12, for as long as the Stockholders Agreement remains in effect, the CD&R Investors shall not be subject to the notice procedures set forth in paragraphs (a)(ii), (a)(iii) or (b) of this Section 1.12 with respect to any annual or special meeting of stockholders.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers. Except as may otherwise be provided by law or the Certificate of Incorporation, the affairs and business of the Corporation shall be managed by or under the direction of the Board. The directors shall act only as a Board, and the individual directors shall have no power as such.

Section 2.02. Number and Term of Office. The number of directors constituting the entire Board and the term of office for each director shall be fixed, and may be altered from time to time, in the manner provided for in the Certificate of Incorporation.

Section 2.03. Classification; Election of Directors. The Board shall be classified into three classes as provided by the Certificate of Incorporation.

Section 2.04. Regular Meetings. Regular meetings of the Board shall be held on such dates, and at such times and places as are determined from time to time by resolution of the Board. A notice of regular meetings of the Board shall not be required.

Section 2.05. Special Meetings. Special meetings of the Board shall be held whenever called by the Chair or, in the event of his or her absence or disability, by the Secretary, or by a majority of the directors then in office, at such place, date and time as may be specified in the respective notices or waivers of notice of such meetings. Any business may be conducted at a special meeting.

Section 2.06. Notice of Meetings; Waiver of Notice.

(a) Notice to directors of the date, place and time of any special meeting of the Board shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. If the notice is delivered in person, by electronic mail, telephone or other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by mail, it shall be deposited in the United States mail at least five (5) days before the time of the holding of the meeting. Except as otherwise provided herein or permitted by applicable law, notices to any director may be in writing and delivered personally or mailed to such director at such director’s address appearing on the books of the Corporation, or may be given by telephone or by any means of electronic transmission (including, without limitation, electronic mail) directed to an address for receipt by such director of electronic transmissions appearing on the books of the Corporation.

 

11


(b) A written waiver of notice of meeting signed by a director or a waiver by electronic transmission by a director, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a director at a meeting is a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 2.07. Quorum; Voting. At all meetings of the Board, the presence of a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Certificate of Incorporation or these By-laws, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 2.08. Participation by Electronic Communications Equipment. Members of the Board may participate in a meeting of the Board by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.09. Adjournment. A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is present. No notice need be given of any adjourned meeting unless (a) the date, time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.06 of these By-laws shall be given to each director, or (b) the meeting is adjourned for more than twenty-four (24) hours, in which case the notice referred to in clause (a) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting.

Section 2.10. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission. Thereafter, such writing or writings or electronic transmissions shall be filed with the minutes of proceedings of the Board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.11. Regulations. To the extent consistent with applicable law, the Certificate of Incorporation and these By-laws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate. Subject to the then-applicable terms of the Stockholders Agreement, the Board may elect from among its members a chairperson and one or more vice-chairpersons to preside over meetings and to perform such other duties as may be designated by the Board.

Section 2.12. Resignations of Directors. Any director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such director, to the Chair of the Board, Chief Executive Officer or the Secretary. Such resignation shall take effect upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of a specified event.

 

12


Section 2.13. Removal of Directors. Directors may be removed in the manner set forth in the Certificate of Incorporation and applicable law.

Section 2.14. Vacancies and Newly Created Directorships. Any vacancies or newly created directorships shall be filled as set forth in the Certificate of Incorporation, subject to the then-applicable terms, if any, of the Stockholders Agreement.

Section 2.15. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, the Board shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary or other compensation as a director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing Committees may be allowed compensation for attending Committee meetings. Any director of the Corporation may decline any or all such compensation payable to such director in his or her discretion. The Board may by resolution determine the expenses in the performance of such services for which a director is entitled to reimbursement.

Section 2.16. Reliance on Accounts and Reports, etc. A director, as such or as a member of any Committee designated by the Board, shall in the performance of his or her duties be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or Committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE III

COMMITTEES

Section 3.01. Designation of Committees. The Board shall designate such committees as may be required by applicable laws, regulations or stock exchange rules, and may designate such additional committees, sub-committees or special committees as it deems necessary or appropriate (collectively, the “Committees”). Each Committee shall consist of such number of directors, with such qualifications, as may be required by applicable laws, regulations or stock exchange rules, or as from time to time may be fixed by the Board and shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation to the extent delegated to such Committee by resolution of the Board, which delegation shall include all such powers and authority as may be required by applicable laws, regulations or stock exchange rules. No Committee shall have any power or authority (a) as to approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, (b) as to adopting, amending or repealing any of these By-laws or (c) as may otherwise be excluded by law or by the Certificate of Incorporation. Any Committee may be abolished or re-designated from time to time by the Board.

 

13


Section 3.02. Members and Alternate Members. The members of each Committee and any alternate members shall be selected by the Board. The Board may provide that the members and alternate members serve at the pleasure of the Board. An alternate member may replace any absent or disqualified member at any meeting of the Committee. An alternate member shall be given all notices of Committee meetings, may attend any meeting of the Committee, but may count towards a quorum and vote only if a member for whom such person is an alternate is absent or disqualified. In the absence or disqualification of a member of a Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each member (and each alternate member) of any Committee (whether designated at an annual meeting of the Board or to fill a vacancy or otherwise) shall hold office until the time he or she shall cease for any reason to be a director, or until his or her earlier death, resignation or removal.

Section 3.03. Committee Procedures. A quorum for each Committee shall be a majority of its members, unless the Committee has only one or two members, in which case a quorum shall be one member, unless a greater quorum is established by the Board. The vote of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee. Each Committee shall keep regular minutes of its meetings and report to the Board when required. The Board may adopt other rules and regulations for the government of any Committee not inconsistent with the provisions of these By-laws, and each Committee may adopt its own rules and regulations of government, to the extent not inconsistent with these By-laws or rules and regulations adopted by the Board.

Section 3.04. Meetings and Actions of Committees. Meetings and actions of each Committee shall be governed by, and held and taken in accordance with, the provisions of the following sections of these By-laws, with such By-laws being deemed to refer to the Committee and its members in lieu of the Board and its members:

(a) Section 2.04 (relating to regular meetings);

(b) Section 2.05 (relating to special meetings);

(c) Section 2.06 (relating to notice and waiver of notice);

(d) Section 2.08 (relating to electronic communications equipment);

(e) Section 2.09 (relating to adjournment and notice of adjournment); and

(f) Section 2.10 (relating to action without a meeting).

Special meetings of Committees may also be called by resolution of the Board.

Section 3.05. Resignations and Removals. Any member (and any alternate member) of any Committee may resign from such position at any time by delivering a notice of resignation, either in writing signed by such member or by electronic transmission, to the Chair of the Board, Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any member (and any alternate member) of any Committee may be removed from such position by the Board at any time, either for or without cause.

 

14


Section 3.06. Vacancies. If a vacancy occurs in any Committee for any reason, the remaining members (and any alternate members) may continue to act if a quorum is present. A Committee vacancy may be filled only by the Board subject to Section 3.01 of these By-laws.

ARTICLE IV

OFFICERS

Section 4.01. Officers. The officers of the Corporation shall be chosen by the Board and shall be a Chief Executive Officer and a Secretary, provided that for so long as the Stockholders Agreement is in effect, the choosing of any such officer shall also be subject to the then-applicable terms, if any, of the Stockholders Agreement. The Board may also elect a Treasurer, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers and agents as the Board may determine (including a Chief Financial Officer). In addition, the Board from time to time may delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any action by an appointing officer may be superseded by action by the Board. Any number of offices may be held by the same person. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. No officer need be a director of the Corporation.

Section 4.02. Election. The officers of the Corporation elected by the Board shall serve at the pleasure of the Board. Officers and agents appointed pursuant to delegated authority as provided in Section 4.01 of these By-laws (or, in the case of agents, as provided in Section 4.06 of these By-laws) shall hold their offices for such terms as may be determined from time to time by the appointing officer. Each officer shall hold office until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or removal.

Section 4.03. Compensation. The salaries and other compensation of all officers and agents of the Corporation shall be fixed by the Board or in the manner established by the Board.

Section 4.04. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board. Any officer granted the power to appoint subordinate officers and agents as provided in Section 4.01 of these By-laws may remove any subordinate officer or agent appointed by such officer, for or without cause. Any officer or agent may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Board or the Chief Executive Officer. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board or by the officer, if any, who appointed the person formerly holding such office.

 

15


Section 4.05. Authority and Duties of Officers. An officer of the Corporation shall have such authority and shall exercise such powers and perform such duties (a) as may be required by law, (b) to the extent not inconsistent with law, as are specified in these By-laws, (c) to the extent not inconsistent with law or these By-laws, as may be specified by resolution of the Board, and (d) to the extent not inconsistent with any of the foregoing, as may be specified by the appointing officer with respect to a subordinate officer appointed pursuant to delegated authority under Section 4.01 of these By-laws.

Section 4.06. Chief Executive Officer. The Chief Executive Officer shall, unless otherwise provided by the Board, be the chief executive officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He or she shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer of a corporation, unless otherwise specified by the Board. He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation. He or she shall have the authority to cause the employment or appointment of such employees or agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or any agent employed or appointed by any officer or to suspend any agent appointed by the Board. The Chief Executive Officer shall have the duties and powers of the Treasurer if no Treasurer is elected and shall have such other duties and powers as the Board may from time to time prescribe.

Section 4.07. Vice Presidents. If one or more Vice-Presidents have been elected, each Vice President shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the Board or the Chief Executive Officer. In the event of absence or disability of the Chief Executive Officer, the duties of the Chief Executive Officer shall be performed, and his or her powers may be exercised, by such Vice President(s) as shall be designated by the Board or, failing such designation, by the Vice President(s) in order of seniority of election to that office.

Section 4.08. Secretary. Unless otherwise determined by the Board, the Secretary shall have the following powers and duties:

(a) The Secretary shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders, the Board and any Committees thereof in books provided for that purpose.

(b) The Secretary shall cause all notices to be duly given in accordance with the provisions of these By-laws and as required by law.

(c) Whenever any Committee shall be appointed pursuant to a resolution of the Board, the Secretary shall furnish a copy of such resolution to the members of such Committee and any alternate members thereof.

(d) The Secretary shall be the custodian of the records and of the seal of the Corporation, if any, and cause such seal (or a facsimile thereof), if any, to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all documents and instruments that the Board or any officer of the Corporation has determined should be executed under seal, may sign (together with any other authorized officer) any such document or instrument, and when the seal is so affixed he or she may attest the same.

 

16


(e) The Secretary shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these By-laws.

(f) The Secretary shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each such holder became a holder of record.

(g) The Secretary shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board.

(h) The Secretary shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these By-laws or as may be assigned to the Secretary from time to time by the Board or the Chief Executive Officer.

Section 4.09. Treasurer. Unless otherwise determined by the Board, the Treasurer, if there be one, shall be the Chief Financial Officer of the Corporation and shall have the following powers and duties:

(a) The Treasurer shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records thereof.

(b) The Treasurer shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Board or the Chief Executive Officer, or by such other officers of the Corporation as may be authorized by the Board or the Chief Executive Officer to make such determinations.

(c) The Treasurer shall cause the moneys of the Corporation to be disbursed by checks or drafts (signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board or the Chief Executive Officer may determine from time to time) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

(d) The Treasurer shall render to the Board or the Chief Executive Officer, whenever requested, a statement of the financial condition of the Corporation and of the transactions of the Corporation, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

 

17


(e) The Treasurer shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation.

(f) The Treasurer may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing shares of stock of the Corporation the issuance of which shall have been authorized by the Board.

(g) The Treasurer shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these By-laws or as may be assigned to the Treasurer from time to time by the Board or the Chief Executive Officer.

ARTICLE V

CAPITAL STOCK

Section 5.01. Certificates of Stock, Uncertificated Shares. The shares of the Corporation shall be represented by certificates, except to the extent that the Board has provided by resolution that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed by any two authorized officers of the Corporation, representing the number and class of shares registered in certificate form and owned by such holder. Such certificate shall be in such form as the Board may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-laws.

Section 5.02. Facsimile Signatures. Any or all signatures on the certificates referred to in Section 5.01 of these By-laws may be in any form permitted under the DGCL. If any officer, transfer agent or registrar who has signed, or whose signature has been placed upon, a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 5.03. Lost, Stolen or Destroyed Certificates. A new certificate may be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed only upon delivery to the Corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation, and a bond or other undertaking as may be satisfactory to a financial officer of the Corporation designated by the Board to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

 

18


Section 5.04. Transfer of Stock.

(a) Subject to any lawful restrictions on transfer of shares which may be contained in the Certificate of Incorporation, these By-laws or the Stockholders Agreement, if any, transfer of shares represented by certificates shall be made on the books of the Corporation upon surrender to the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, and otherwise in compliance with applicable law. Transfers of uncertificated shares shall be made on the books of the Corporation as provided by applicable law. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) and 218(a) of the DGCL. Subject to applicable law, the provisions of the Certificate of Incorporation and these By-laws, the Board may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

(b) The Corporation may enter into agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL.

Section 5.05. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, or due delivery of instructions for the registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate or of such uncertificated shares, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests except as required by applicable law. If a transfer of shares is made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

Section 5.06. Transfer Agent and Registrar. The Board may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Indemnification.

(a) In General. Subject to Section 6.01(c) of these By-laws, the Corporation shall indemnify, to the fullest extent permitted by the DGCL and other applicable law (including as it presently exists or may hereafter be amended, but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “proceeding”) by reason of the fact that (x) such person is or was serving or has agreed to serve as a director or officer of the Corporation, (y) such person, while serving as a director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a

 

19


director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise or (z) such person is or was serving or has agreed to serve at the request of the Corporation as a director, officer or manager of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (provided that notwithstanding the foregoing, the Company, in the discretion of the Board, may so indemnify a person who is or was serving or has agreed to serve at the request of the Company in any other capacity for or on behalf of the Company), or by reason of any action alleged to have been taken or omitted by such person in such capacity, and who satisfies the applicable standard of conduct set forth in the DGCL or other applicable law:

(i) in a proceeding other than a proceeding by or in the right of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such proceeding and any appeal therefrom, or

(ii) in a proceeding by or in the right of the Corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by such person or on such person’s behalf in connection with the defense or settlement of such proceeding and any appeal therefrom.

(b) Indemnification in Respect of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any proceeding referred to in Section 6.01(a) of these By-laws or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(c) Indemnification in Respect of Proceedings Instituted by Indemnitee. Section 6.01(a) of these By-laws does not require the Corporation to indemnify a person in respect of a proceeding (or part thereof) instituted by such person on his or her own behalf, unless such proceeding (or part thereof) has been authorized by the Board or the indemnification requested is pursuant to the last sentence of Section 6.03 of these By-laws.

Section 6.02. Advance of Expenses. The Corporation shall to the fullest extent permitted by the DGCL advance all expenses (including reasonable attorneys’ fees) incurred by a person in defending any proceeding referred to in Section 6.01(a) of these By-laws prior to the final disposition of such proceeding upon written request of such person and delivery of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. The Corporation may authorize any counsel for the Corporation to represent (subject to applicable conflict of interest considerations) such person in any proceeding, whether or not the Corporation is a party to such proceeding.

Section 6.03. Procedure for Indemnification. Any indemnification under Section 6.01 of these By-laws or any advance of expenses under Section 6.02 of these By-laws shall be made only against a written request therefor (together with supporting documentation) submitted by or on behalf of the person seeking indemnification or advance. Indemnification may be sought by a person under Section 6.01 of these By-laws in respect of a proceeding only to the extent that both the liabilities for which indemnification is sought and all portions of the proceeding relevant to

 

20


the determination of whether the person has satisfied any appropriate standard of conduct have become final. A person seeking indemnification or advance of expenses may seek to enforce such person’s rights to indemnification or advance of expenses (as the case may be) in the Delaware Court of Chancery to the extent all or any portion of a requested indemnification has not been granted within sixty (60) days of, or to the extent all or any portion of a requested advance of expenses has not been granted within twenty (20) days of, the submission of such request. All expenses (including reasonable attorneys’ fees) incurred by such person in connection with successfully establishing such person’s right to indemnification or advancement of expenses under this Article VI, in whole or in part, shall also be indemnified by the Corporation to the fullest extent permitted by law.

Section 6.04. Burden of Proof.

(a) In any proceeding brought to enforce the right of a person to receive indemnification to which such person is entitled under Section 6.01 of these By-laws, the Corporation has the burden of demonstrating that the standard of conduct applicable under the DGCL or other applicable law was not met. A prior determination by the Corporation (including its Board or any Committee thereof, its independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct does not itself constitute evidence that the claimant has not met the applicable standard of conduct.

(b) In any proceeding brought to enforce a claim for advances to which a person is entitled under Section 6.02 of these By-laws, the person seeking an advance need only show that he or she has satisfied the requirements expressly set forth in Section 6.02 of these By-laws.

Section 6.05. Contract Right; Non-Exclusivity; Survival.

(a) The rights to indemnification and advancement of expenses provided by this Article VI shall be deemed to be separate contract rights between the Corporation and each person referred to in Section 6.01(a) of these By-laws who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DGCL are in effect, and no repeal or modification of any of these provisions or any relevant provisions of the DGCL shall adversely affect any right or obligation of such person existing at the time of such repeal or modification with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such “contract rights” may not be modified retroactively as to any such person without the consent of such person.

(b) The rights to indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other indemnification or advancement of expenses to which a person seeking indemnification or advancement of expenses may be entitled by any agreement, vote of stockholders or disinterested directors, or otherwise.

(c) The rights to indemnification and advancement of expenses provided by this Article VI to any person referred to in Section 6.01(a) of these By-laws shall inure to the benefit of the estate, heirs, executors and administrators of such person.

 

21


Section 6.06. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person or on such person’s behalf in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI.

Section 6.07. Employees and Agents. The Board, or any officer authorized by the Board generally or in the specific case to make indemnification decisions, may cause the Corporation to indemnify any present or former employee or agent of the Corporation in such manner and for such liabilities as the Board may determine, up to the fullest extent permitted by the DGCL and other applicable law.

Section 6.08. Interpretation; Severability. Terms defined in Sections 145(h) or (i) of the DGCL have the meanings set forth in such sections when used in this Article VI. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person referred to in Section 6.01(a) of these By-laws as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 6.09. Other Sources. The Corporation’s obligation under this Article VI, if any, to indemnify or to advance expenses to (a) any person who, while serving as a director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise or (b) any person who is or was serving or has agreed to serve at the request of the Corporation as a director, officer or manager of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

ARTICLE VII

OFFICES

Section 7.01. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at the location provided in the Certificate of Incorporation.

Section 7.02. Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board may from time to time determine or as the business of the Corporation may require.

 

22


ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. Dividends.

(a) Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the outstanding shares of the Corporation’s stock may be declared by the Board and any such dividend may be paid in cash, property or shares of the Corporation’s stock.

(b) A member of the Board, or a member of any Committee designated by the Board shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Section 8.02. Reserves. There may be set apart out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time may determine proper as a reserve or reserves for meeting contingencies, equalizing dividends, repairing or maintaining any property of the Corporation or for such other purpose or purposes as the Board may determine conducive to the interest of the Corporation, and the Board may similarly modify or abolish any such reserve.

Section 8.03. Execution of Instruments. Except as otherwise required by law or the Certificate of Incorporation, the Board or any officer of the Corporation authorized by the Board may authorize any other officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

Section 8.04. Voting as Stockholder or Equity Holder. Unless otherwise determined by resolution of the Board, the Chief Executive Officer or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders or equity holders of any company or entity in which the Corporation may hold stock or other equity interests, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock or equity interests at any such meeting, or through action without a meeting. The Board may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any other person or persons.

Section 8.05. Fiscal Year. The fiscal year of the Corporation shall be the 52- or 53-week period ending on the Sunday nearest to January 31, unless otherwise fixed by the Board by resolution.

 

23


Section 8.06. Seal. The seal of the Corporation, if any, shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal, if any, shall be subject to alteration by the Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.07. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board.

Section 8.08. Electronic Transmission. “Electronic transmission”, as used in these By-laws, means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one (1) or more electronic networks or databases (including one (1) or more distributed electronic networks or databases) that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 9.01. Amendment. Subject to the provisions of the Certificate of Incorporation, these By-laws may be amended, altered or repealed, or new by-laws may be adopted:

(a) by the affirmative vote of at least a majority of the directors then in office, so long as a quorum is present, and

(b) (i) until the date on which the CD&R Investors, together with their affiliates, cease to collectively beneficially own (directly or indirectly) shares of stock of the Corporation representing at least forty percent (40%) of the combined voting power of all of the outstanding shares of stock of the Corporation (the “Trigger Date”), by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock of the Corporation then entitled to vote thereon, or

(ii) from and after the Trigger Date, by affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of the outstanding shares of stock of the Corporation then entitled to vote thereon.

Notwithstanding the foregoing, (x) no amendment to the Stockholders Agreement (whether or not such amendment modifies any provision of the Stockholders Agreement to which these By-laws are subject) shall be deemed to be an amendment of these By-laws for purposes of this Section 9.01, and (y) no amendment, alteration or repeal of Article VI of these By-laws shall adversely affect any right or protection existing under these By-laws immediately prior to such amendment, alteration or repeal, including any right or protection of a director, officer or other person thereunder in respect of any act or omission occurring prior to the time of such amendment.

 

24

EX-4.1 4 d70382dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

 

LOGO

EX-10.1.7 5 d70382dex1017.htm EX-10.1.7 EX-10.1.7

Exhibit 10.1.7

FIRST AMENDMENT

FIRST AMENDMENT (this “First Amendment”), dated as of [•], 2021, among CORE & MAIN LP, a Florida limited partnership (the “Borrower”), the several banks and financial institutions parties hereto and the Administrative Agent (as defined below).

W I T N E S S E T H:

WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of August 1, 2017 (as amended by the Lender Joinder Agreement, dated as of July 8, 2019, and as further amended, supplemented, waived or otherwise modified from time to time prior to the First Amendment Effective Date (as defined in Section 5(a) hereof), the “Existing Credit Agreement”; the Existing Credit Agreement, as amended pursuant to the Refinancing Amendments (as defined below), the “Refinanced Credit Agreement”; the Refinanced Credit Agreement, as amended pursuant to the Elective Amendments (as defined below), the “Initial Amended Credit Agreement”; the Initial Amended Credit Agreement, as amended pursuant to the Incremental Amendments (as defined below), the “Credit Agreement”), among the Borrower, the several banks and other financial institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”);

WHEREAS, pursuant to and in accordance with Subsection 2.11 of the Existing Credit Agreement, the Borrower has requested that Specified Refinancing Term Loans in an aggregate principal amount of $1,257,806,472.08 be made available to the Borrower, and the Tranche B Term Lenders (as defined in Section 2(c)(i) hereof) and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, (a) that each Tranche B Term Lender with a Tranche B Term Loan Commitment (as defined in Section 2(c)(i) hereof) will make Specified Refinancing Term Loans in the form of Tranche B Term Loans (as defined in Section 2(c)(i) hereof) in the amount of such Tranche B Term Loan Commitment, (b) that the proceeds of the Tranche B Term Loans provided by the New Tranche B Term Lenders (as defined in Section 2(c)(i) hereof), together with the proceeds of the Supplemental Term Loans (as defined below), will be used to (i) repay the Initial Term Loans outstanding on the date hereof that are not exchanged for Tranche B Term Loans pursuant to this First Amendment, (ii) to repay the Senior Notes, the Senior Add-on Notes and the Topco PIK Notes (each as defined in the Credit Agreement) and/or (iii) to pay fees, costs and expenses incurred in connection with the foregoing and (c) to amend the Existing Credit Agreement to the extent necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the Incurrence of the Tranche B Term Loans (such amendments, the “Refinancing Amendments”);

WHEREAS, certain Lenders holding Initial Term Loans (each, an “Existing Term Lender” and, collectively, the “Existing Term Lenders”) have elected, and the Borrower has agreed, to either (i) exchange (by exercising a cashless rollover option pursuant to Subsection 4.4(g) of the Existing Credit Agreement) their Initial Term Loans for Tranche B Term Loans and/or (ii) have their Initial Term Loans repaid, in each case, on the First Amendment Effective Date (as defined in Section 2(c)(i) hereof) by executing and delivering a Lender Signature Page to First Amendment in the form attached as Exhibit A hereto (an “Existing Lender Signature Page”);


WHEREAS, the Tranche B Term Lenders constitute the Required Lenders under the Refinanced Credit Agreement upon the First Amendment Effective Date after giving effect to the incurrence of Tranche B Term Loans and the repayment of Initial Term Loans outstanding on the date hereof that are not exchanged for Tranche B Term Loans pursuant to this First Amendment, and pursuant to and in accordance with Subsection 11.1(a) of the Refinanced Credit Agreement, each of the Tranche B Term Lenders and the Administrative Agent have agreed to amend the Refinanced Credit Agreement as set forth in Section 3 hereof (such amendments, the “Elective Amendments”);

WHEREAS, pursuant to and in accordance with Subsection 2.8 of the Initial Amended Credit Agreement, the Borrower has requested that the Persons set forth in Schedule A hereto (each, an “Incremental Term Lender”) make term loan commitments in an aggregate amount of $242,193,527.92 (the “Term Loan Commitment Increase”) to the Borrower on the First Amendment Effective Date, in each case subject to the terms and conditions set forth herein;

WHEREAS, each Incremental Term Lender and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein and in the Initial Amended Credit Agreement, that each Incremental Term Lender will make its Supplemental Term Commitment (as defined below) in an aggregate amount not to exceed the amount set forth opposite such Incremental Term Lender’s name in Schedule A hereto (as to each such Incremental Term Lender, its “Supplemental Term Commitment”; term loans made by each Incremental Term Lender in respect thereof, its “Supplemental Term Loans”);

WHEREAS, pursuant to and in accordance with Subsection 2.8(c) of the Initial Amended Credit Agreement, the Borrower and the Incremental Term Lenders agree to amend the Initial Amended Credit Agreement as set forth in Section 4 hereof (such amendments, the “Incremental Amendments”), subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

SECTION 2. Agreements and Amendment of the Credit Agreement.

(a) Establishment of Tranche B Term Loans.

(i) The Tranche B Term Loans extended by the New Tranche B Term Lenders shall be deemed to be “Specified Refinancing Term Loans”, the New Tranche B Term Lenders shall be deemed to be “Specified Refinancing Lenders”, the Tranche B Term Loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by

 

2


exercising a cashless rollover option pursuant to Subsection 4.4(g) of the Credit Agreement shall be deemed to be “Rollover Indebtedness” and Section 2 of this First Amendment shall be deemed to be a “Specified Refinancing Amendment” and a “Loan Document”, in each case, for all purposes of the Credit Agreement, as amended by this First Amendment, and the other Loan Documents. The Borrower and the Administrative Agent hereby consent, pursuant to Subsections 11.6(b)(i) and 2.11(b) of the Credit Agreement, to the inclusion as an “Additional Specified Refinancing Lender” of each New Tranche B Term Lender that is party to this First Amendment that is not an existing Lender, an Affiliate of an existing Lender or an Approved Fund.

(b) Certain Agreements.

(i) Each Exchanging Term Lender hereby waives any right to receive any payments under Subsection 4.12 of the Credit Agreement as a result of the Tranche B Effective Date Transactions. It is understood and agreed that the Borrower, with the consent of the Administrative Agent, may elect on or prior to the First Amendment Effective Date that the Tranche B Term Loans for which the Original Initial Term Loans are exchanged be Eurodollar Loans having an Interest Period designated by the Borrower, regardless of whether the First Amendment Effective Date is the last day of an Interest Period with respect to such exchanged Original Initial Term Loans.

(ii) The Borrower hereby agrees that it shall, together with any prepayment of the Original Initial Term Loans pursuant to this First Amendment, pay to the Existing Term Lenders, on the First Amendment Effective Date, accrued and unpaid interest to the First Amendment Effective Date on the amount of Original Initial Term Loans prepaid or exchanged pursuant to this First Amendment.

(iii) The parties hereto acknowledge and agree that the making of the Tranche B Term Loan Commitments, the funding of (or exchange of Initial Term Loans in lieu thereof for) the Tranche B Term Loans and the amendments to the Existing Credit Agreement effectuated by this First Amendment, shall occur in such order and such manner as set forth herein, except to the extent that the Existing Credit Agreement, the Refinanced Credit Agreement, the Initial Amended Credit Agreement or the Credit Agreement, as applicable, may otherwise so require in order to make such amendments effective or to consummate the Tranche B Effective Date Transactions, in which event they shall occur in such order or manner as shall be so required.

 

3


(c) Initial Amendments. Effective as of the First Amendment Effective Date upon the occurrence of the Refinancing Amendments Effective Time, the Credit Agreement is hereby amended as follows:

 

 

(i)

by adding the following new definitions to Subsection 1.1 of the Credit Agreement, to appear in proper alphabetical order:

““Exchange Agreement”: the Exchange Agreement, dated as of the [First Amendment Effective Date], by and among Pubco, Topco and holders of Capital Stock in Topco from time to time party thereto, pursuant to which, among other things, such holders may exchange Capital Stock in Topco and Capital Stock in Pubco for Capital Stock in Pubco, as the same may be amended, supplemented, waived or otherwise modified from time to time.

Exchanging Term Lender”: as defined in Subsection 2.1(c)(ii).

Existing Term Lenders”: those Lenders holding an Original Initial Term Loan immediately prior to the First Amendment Effective Date.

First Amendment”: the First Amendment, dated as of [•], 2021, by and among the Borrower, the Lenders party thereto and the Administrative Agent.

First Amendment Effective Date”: [•], 2021.

New Tranche B Term Lenders”: as defined in Subsection 2.1(c)(i).

New Tranche B Term Loan”: as defined in Subsection 2.1(c)(i).

Non-Exchanging Term Lender”: as defined in Subsection 2.1(c)(ii).

Original Initial Term Loan”: as defined in Subsection 2.1(a).

Original Initial Term Loan Commitment”: as to any Lender, its obligation to make Original Initial Term Loans to the Borrower pursuant to Subsection 2.1(a) in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”; collectively, as to all the Lenders, the “Original Initial Term Loan Commitments”. The original aggregate amount of the Original Initial Term Loan Commitments on the Closing Date is $1,075,000,000.

Original Initial Term Loan Maturity Date”: August 1, 2024.

Pubco”: Core & Main, Inc., a Delaware corporation, and any successor in interest thereto.

Pubco IPO”: the Qualified IPO of Pubco relating to Pubco’s registration statement on Form S-1 (Registration No. 333-256382).

Pubco Mergers”: collectively, (i) the merger of WW Advisor with and into Pubco, with Pubco being the survivor of such merger and (ii) the merger of New Blocker with and into Pubco, with Pubco being the survivor of such merger.

 

4


Reorganization Agreement”: the Reorganization Agreement, dated as of [•], 2021, by and among Topco, Pubco, Management Holdings, Waterworks Holdings, certain CD&R Investors and other parties set forth in the preamble thereto, as the same may be amended, supplemented, waived or otherwise modified from time to time.

Senior Add-on Notes”: Additional 6.125% Senior Notes due 2025 of the Borrower issued on June 5, 2020, as the same may be exchanged for substantially similar senior notes that have been registered under the Securities Act, and as the same or such substantially similar notes may be amended, supplemented, waived or otherwise modified from time to time in accordance with this Agreement.

Topco PIK Notes”: 8.625%/9.375% Senior PIK Toggle Notes due 2024 of Topco issued on September 16, 2019, as the same may be exchanged for substantially similar senior PIK toggle notes that have been registered under the Securities Act, and as the same or such substantially similar notes may be amended, supplemented, waived or otherwise modified from time to time.

Tranche B Effective Date Transactions”: collectively, any or all of the following (whether taking place prior to, on or following the First Amendment Effective Date): (i) the entry into the Reorganization Agreement and the Exchange Agreement and the consummation of the transactions contemplated thereby[, including those transactions described under the caption “The Reorganization Transactions” in the prospectus, dated [•], 2021, relating to Pubco’s registration statement on Form S-1 (Registration No. 333-256382) in the form filed with the SEC pursuant to Rule 424(b) under the Securities Act (including the Pubco Merger Sub Mergers and the Pubco Mergers)], (ii) the Pubco IPO, resulting in Pubco issuing certain equity interests of Pubco being listed on a nationally recognized stock exchange in the U.S., (iii) the entry into the First Amendment and Incurrence of Tranche B Term Loans (including via an exchange of the Original Initial Term Loans for Tranche B Term Loans) thereunder, (iv) the entry into Amendment No. 3 to the Senior ABL Facility and any Incurrence of Indebtedness thereunder on the First Amendment Effective Date, (v) the repayment of the Original Initial Term Loans held by the Non-Exchanging Term Lenders or exchange by the Exchanging Term Lenders of the Original Initial Term Loans through a cashless rollover pursuant to Subsection 4.4(g), (vi) the repayment of the Senior Notes, the Senior Add-on Notes and the Topco PIK Notes, and (vii) all other transactions relating to any of the foregoing (including payment of fees, premiums and expenses related to any of the foregoing).

 

5


Tranche B Installment Date”: as defined in Subsection 2.2(b)(ii).

Tranche B Term Lender”: any Lender having a Tranche B Term Loan Commitment and/or a Tranche B Term Loan outstanding hereunder.

Tranche B Term Loan”: as defined in Subsection 2.1(b)(i).

Tranche B Term Loan Commitment”: as to any Lender, its obligation to make Tranche B Term Loans to the Borrower pursuant to Subsection 2.1(b) in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment” or, in the case of any Lender that is an Assignee, the amount of the assigning Lender’s Tranche B Term Loan Commitment assigned to such Assignee pursuant to Subsection 11.6(b) (in each case as such amount may be adjusted from time to time as provided herein); collectively, as to all the Lenders, the “Tranche B Term Loan Commitments”. The original aggregate amount of the Tranche B Term Loan Commitments on the First Amendment Effective Date, immediately after giving effect to the First Amendment, is $1,500,000,000.

Tranche B Term Loan Maturity Date”: [•], 2028.1

 

 

(ii)

by amending and restating the following definitions in their entirety appearing in Subsection 1.1 of the Credit Agreement as follows:

““Extension of Credit”: as to any Lender, the making of an Original Initial Term Loan (excluding any Supplemental Term Loans being made under the Original Initial Term Loan Tranche), a Tranche B Term Loan (excluding any Supplemental Term Loans being made under the Tranche B Term Loan Tranche) or an Incremental Revolving Loan (other than the initial extension of credit thereunder).

Facility”: each of (a) the Original Initial Term Loan Commitments and the Extensions of Credit made thereunder (the “Initial Term Loan Facility”), (b) the Tranche B Term Loan Commitments and the Extensions of Credit made thereunder, (c) Incremental Term Loans of the same Tranche, (d) Incremental Revolving Commitments of the same Tranche and Extensions of Credit made thereunder, (e) any Extended Term Loans of the same Extension Series and (f) any Specified Refinancing Term Loans of the same Tranche (other than Tranche B Term Loans), and collectively the “Facilities.”

 

1 

NTD. To be seven years after the First Amendment Effective Date.

 

6


Initial Term Loan”: collectively, the Original Initial Term Loans and the Tranche B Term Loans.

Initial Term Loan Commitment”: as to any Lender, the Original Initial Term Loan Commitment (if any) and the Tranche B Term Loan Commitment (if any).

Initial Term Loan Maturity Date”: (a) prior to the First Amendment Effective Date, the Original Initial Term Loan Maturity Date and (b) from and after the First Amendment Effective Date, the Tranche B Term Loan Maturity Date.

Tranche”: (i) with respect to Term Loans or commitments, refers to whether such Term Loans or commitments are (1) Original Initial Term Loans or Original Initial Term Loan Commitments, (2) Tranche B Term Loans or Tranche B Term Loan Commitments, (3) Incremental Loans or Incremental Term Loan Commitments with the same terms and conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8, (4) Extended Term Loans (of the same Extension Series) or (5) Specified Refinancing Term Loan Facilities with the same terms and conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8 (excluding Tranche B Term Loans and Tranche B Term Loan Commitments) and (ii) with respect to Revolving Loans or commitments, refers to whether such Revolving Loans or commitments are Incremental Revolving Commitments or Incremental Revolving Loans with the same terms and conditions made on the same day pursuant to Subsection 2.8.”;

 

 

(iii)

by amending the definition of “Adjusted LIBOR Rate” by (x) replacing the reference to “Initial Term Loans” therein with “Original Initial Term Loans”, (y) adding “(x)” at the beginning of clause (ii) therein and (z) adding “, and (y) solely with respect to the Tranche B Term Loans, 0.00%” at the end of clause (ii) thereof;

 

 

(iv)

by amending the definition of “Applicable Margin” by (x) replacing each reference to “Initial Term Loans” therein with “Original Initial Term Loans”, (y) adding “(a)” immediately after the phrase “in respect of” in the first sentence thereof and (z) adding “, and (b) Tranche B Term Loans (i) with respect to ABR Loans, 1.50% per annum, and (ii) with respect to Eurodollar Loans, 2.50% per annum” at the end of the first sentence thereof;

 

7


 

(v)

by amending the definition of “Pricing Grid” by replacing the reference to “Initial Term Loans” therein with “Original Initial Term Loans”;

 

 

(vi)

by amending and restating in its entirety Subsection 2.1(a) of the Credit Agreement as follows:

“(a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans:

(i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and

(ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender.

Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate.”;

 

 

(vii)

by amending Subsection 2.1 of the Credit Agreement to add a new subclause (b) as follows:

“(b) (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(g).

 

8


(ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement.

(iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans.

Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.”;

 

 

(viii)

by amending and restating in its entirety Subsection 2.2(a) of the Credit Agreement as follows:

(a) The Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of requests relating to Loans other than the Tranche B Term Loans) or the First Amendment Effective Date (in the case of requests relating to the Tranche B Term Loans) or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrower shall execute and deliver to such Lender a promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”, and, collectively, the “Notes”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b))

 

9


by such Lender to the Borrower. Each Note shall be dated the Closing Date; provided, that each Note in respect of a Tranche B Term Loan shall be dated the First Amendment Effective Date. Each Note shall be payable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with Subsection 4.1.

 

 

(ix)

by amending Subsection 2.2(b) of the Credit Agreement to (x) designate Subsection 2.2(b) as a new subclause (i), (y) replace each reference to “Initial Term Loans” with “Original Initial Term Loans” and (z) replace each reference to “Initial Term Loan Maturity Date” with “Original Initial Term Loan Maturity Date”;

 

 

(x)

by amending Subsection 2.2(b) of the Credit Agreement to add a new subclause (ii) as follows:

“(ii) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on [•]2, 2021 up to and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates (each such date, a “Tranche B Installment Date”) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable Tranche B Installment Dates (or, if less, the aggregate amount of such Tranche B Term Loans then outstanding):

 

   

Date

  

Amount

    
 

The last Business Day of each Fiscal Quarter ending prior to the Tranche B Term Loan Maturity Date

  

0.25% of the aggregate initial principal amount of the Tranche B Term Loans on the First Amendment Effective Date

  
 

Tranche B Term Loan Maturity Date

  

All unpaid aggregate principal amounts of any outstanding Tranche B Term Loans

  

 

 

”;

 

 

(xi)

by amending Subsection 2.3 of the Credit Agreement by adding the words “or the First Amendment Effective Date, as applicable,” after the words “Closing Date” in the first and third sentences thereof;

 

 

2 

NTD. To be the last Business Day of the first full Fiscal Quarter ending after the First Amendment Effective Date.

 

10


 

(xii)

by amending Subsection 4.4(a) of the Credit Agreement by (x) replacing the reference to “Initial Term Loans” in the last sentence thereof with “Original Initial Term Loans” and (y) inserting the following as the new last sentence thereof:

“Each prepayment of Tranche B Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is six months after the First Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(ii).”;

 

 

(xiii)

by amending Subsection 4.4(e) of the Credit Agreement by inserting the following new sentence before the last sentence thereof:

“Each prepayment of Tranche B Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Tranche B Term Loans pursuant to Subsection 4.4(e) made prior to the date that is six months after the First Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(ii).”

 

 

(xiv)

by amending Subsection 4.5(b)(i) of the Credit Agreement to replace each reference to “Initial Term Loans” with “Original Initial Term Loans”;

 

 

(xv)

by amending Subsection 4.5(b) of the Credit Agreement to add a new subclause (ii) as follows:

“(ii) If, prior to the date that is six months after the First Amendment Effective Date, the Borrower makes an optional prepayment or mandatory prepayment pursuant to Subsection 4.4(e)(ii)(A) of all or a portion of the Tranche B Term Loans in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of Tranche B Term Loans being prepaid. If,

 

11


prior to the date that is six months after the First Amendment Effective Date, any Lender is replaced pursuant to Subsection 11.1(g) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under Subsection 11.6(g) to replace the Tranche B Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Subsection 2.10(e) or 11.1(g)) shall receive a fee equal to 1.0% of the principal amount of the Tranche B Term Loans of such Lender assigned to a replacement Lender pursuant to Subsection 2.10(e) or 11.1(g).”;

 

 

(xvi)

by amending Subsection 5.16 of the Credit Agreement by (x) replacing the reference to “Initial Term Loans” in clause (i) of the first sentence thereof with “Original Initial Term Loans”, (y) deleting the reference to “and (ii)” in the first sentence thereof and replacing it with “, (ii) in the case of the Tranche B Term Loans, to effect, in part, the Tranche B Effective Date Transactions, and to pay certain fees, premiums and expenses relating thereto and (iii)” and (z) adding the words “other than those described in clauses (i) and (ii),” after the words “other Term Loans,”;

 

 

(xvii)

by amending Subsection 11.2(a) of the Credit Agreement by deleting the reference to “Schedule A” and replacing it with “Schedules A and A-1”; and

 

 

(xviii)

by amending the Schedules to the Credit Agreement by (x) amending Schedule A by deleting the reference to “Initial Term Loan Commitment” therein and replacing it with “Original Initial Term Loan Commitment” and (y) adding Annex I hereto as new Schedule A-1.

SECTION 3. Further Amendments.

(a) Pursuant to and in accordance with Subsection 11.1(a) of the Credit Agreement, effective as of the Elective Amendments Effective Time, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Initial Amended Credit Agreement attached as Exhibit B hereto, which such Initial Amended Credit Agreement shall supersede the Existing Credit Agreement and the Refinanced Credit Agreement.

SECTION 4. Increase Supplement.

(a) This Section 4 of this First Amendment constitutes an Increase Supplement pursuant to Subsection 2.8(c) of the Initial Amended Credit Agreement.

 

12


(b) The Supplemental Term Loans made by each Incremental Term Lender are hereby established as and shall constitute “Supplemental Term Loans” and the Supplemental Term Loan Commitments made by each Incremental Term Lender are hereby established as and shall constitute “Supplemental Term Loan Commitments”, in each case pursuant to Subsection 2.8 of the Initial Amended Credit Agreement.

SECTION 5. Conditions Precedent to Effectiveness.

(a) Effectiveness of Refinancing Amendments. The effectiveness of the Refinancing Amendments, including the obligation of each Tranche B Term Lender to make, or exchange its Original Initial Term Loan for, a Tranche B Term Loan, shall become effective on the date (the “First Amendment Effective Date”) and at the time (the “Refinancing Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived:

(i) Amendment. The Administrative Agent shall have received the following, each of which shall be originals or facsimiles or “.pdf” or “tiff” files unless otherwise specified, each dated as of the First Amendment Effective Date:

 

 

(i)

this First Amendment executed and delivered by a duly authorized officer of the Borrower, each Tranche B Term Lender (which, in the case of Tranche B Term Lenders, may be in the form of an Existing Lender Signature Page) and each Incremental Term Lender; and

 

 

(ii)

the Acknowledgment and Consent attached to this First Amendment (the “Acknowledgment”), executed by each Guarantor.

(ii) Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, each in form and substance reasonably satisfactory to the Administrative Agent:

 

 

(i)

executed legal opinion of Debevoise & Plimpton LLP, counsel to the Borrower and the other Loan Parties; and

 

 

(ii)

executed legal opinion of Holland & Knight LLP, special Florida counsel to certain of the Loan Parties.

(iii) Officer’s Certificate. The Administrative Agent shall have received a certificate from the Borrower, dated the First Amendment Effective Date, certifying the satisfaction of the conditions set forth in clauses (vi) and (vii) below.

 

13


(iv) Fees. JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Bank of America, N.A., Barclays Bank PLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Goldman Sachs Bank USA, Truist Securities, Inc., US Bank National Association, Credit Suisse Loan Funding LLC, Natixis, New York Branch, Nomura Securities International, Inc., Commerce Bank and Citizens Bank, N.A., each as a joint lead arranger and bookrunner in connection with the First Amendment, and the Administrative Agent shall have received all fees related to this First Amendment payable to them to the extent due (which may be offset against the proceeds of the Tranche B Term Loans).

(v) Secretary’s Certificate. The Administrative Agent shall have received a certificate from the Borrower, dated the First Amendment Effective Date, substantially in the form of Exhibit F to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative.

(vi) No Default. No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or after giving effect to the making of the Tranche B Term Loans on the First Amendment Effective Date.

(vii) Representations and Warranties. The representations and warranties set forth in Section 6 hereof shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date.

(viii) Refinancing. All amounts outstanding (other than contingent obligations) under the Senior Notes, the Senior Add-on Notes and the Topco PIK Notes (each as defined in the Credit Agreement), in each case shall have been or, substantially concurrently with the initial funding of the Tranche B Term Loans by the Tranche B Term Lenders hereunder shall be, repaid, redeemed, defeased, terminated or otherwise discharged (or notice for the repayment, redemption, defeasance, termination or discharge thereof has been given).

(ix) IPO. The Pubco IPO (as defined in the Credit Agreement) shall have been or, substantially concurrently with the initial funding of the Tranche B Term Loans by the Tranche B Term Lenders hereunder shall be, consummated and the gross proceeds thereof shall be at least $600,000,000.

The making of, or exchange of an Original Initial Term Loan for, Tranche B Term Loans by the Tranche B Term Lenders hereunder shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent, and each Tranche B Term Lender and each Incremental Term Lender that each of the conditions precedent set forth in this Section 5(a) shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

(b) Effectiveness of Elective Amendments. The Elective Amendments shall become effective on the First Amendment Effective Date at the time (the “Elective Amendments Effective Time”) immediately following the occurrence of the Refinancing Amendments Effective Time.

 

14


(c) Effectiveness of Incremental Amendments. The Incremental Amendments shall become effective on the First Amendment Effective Date at the time (the “Incremental Amendments Effective Time”) immediately following the occurrence of the Elective Amendments Effective Time.

The execution and delivery of this First Amendment by the Administrative Agent, the Tranche B Term Lenders and the Incremental Term Lenders shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent and each Tranche B Term Lender and each Incremental Term Lender that each of the conditions precedent set forth in this Section 5(b) and (c) of this First Amendment shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

SECTION 6. Representations and Warranties. In order to induce the Tranche B Term Lenders and the Incremental Term Lenders to consent to this First Amendment and to make or exchange its Original Initial Term Loans for its respective Tranche B Term Loans and Supplemental Term Loans, the Borrower with respect to itself and its Restricted Subsidiaries represents and warrants to each of the Tranche B Term Lenders, the Incremental Term Lenders and the Agents that on and as of the date hereof after giving effect to this First Amendment:

(a) the execution, delivery and performance by each Loan Party party hereto of this First Amendment is within such Loan Party’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other organizational action, and will not (i) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect and (ii) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) on any of such Loan Party’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation;

(b) this First Amendment constitutes a legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and

(c) after giving effect to the amendments set forth in this First Amendment, each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement or any other Loan Document (or in any amendment, modification or supplement thereto) to which it is a party, and each of the representations and warranties contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document are, except to the extent that they relate to a particular date, true and correct in all material respects on and as of the date hereof.

 

15


SECTION 7. Effects on Loan Documents; Acknowledgment.

(a) Except as expressly set forth herein, this First Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity, enforceability and perfection of the Liens granted by it pursuant to the Security Documents on the First Amendment Effective Date. This First Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the First Amendment Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this First Amendment. Each of the Loan Parties hereby consents to this First Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement, as amended hereby.

(b) Without limiting the foregoing, each of the Loan Parties party to the Guarantee and Collateral Agreement and the other Security Documents, in each case as amended, supplemented, waived or otherwise modified from time to time, hereby (i) acknowledges and agrees that the Tranche B Term Loans and Supplemental Term Loans are Term Loans and the Tranche B Term Lenders and Incremental Term Lenders are Lenders, (ii) acknowledges and agrees that all of its obligations under the Guarantee and Collateral Agreement and the other Security Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (iii) reaffirms each Lien granted by such Loan Party to the Collateral Agent for the benefit of the Secured Parties and reaffirms the guaranties made pursuant to the Guarantee and Collateral Agreement, (iv) acknowledges and agrees that the grants of security interests by and the guaranties of such Loan Party contained in the Guarantee and Collateral Agreement and the other Security Documents are, and shall remain, in full force and effect after giving effect to the First Amendment and (v) agrees that the Borrower Obligations and the Guarantor Obligations (each as defined in the Guarantee and Collateral Agreement) include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, the Tranche B Term Loans and Supplemental Loans.

 

16


SECTION 8. Lender Consents and Authorization.

(a) Each Tranche B Term Lender and Incremental Term Lender party hereto (i) represents and warrants that it is legally authorized to enter into this First Amendment; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Subsections 5.1 and 7.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment; (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes each applicable Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to each such Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto; (v) hereby affirms the acknowledgments and representations of such Tranche B Term Lender and Incremental Term Lender party hereto as a Lender contained in Subsection 10.5 of the Credit Agreement; provided, however, that the reference to the “Confidential Information Memorandum” in the second sentence thereof shall instead refer to that certain Lender Presentation [dated [●], 2021 and furnished to the lenders on [●], 2021]; and (vi) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with the terms of the Credit Agreement all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, including its obligations pursuant to Subsection 11.16 of the Credit Agreement, and, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Subsection 4.11(b) of the Credit Agreement.

(b) Each Tranche B Term Lender and Incremental Term Lender party hereto has delivered or shall deliver herewith to the Borrower and the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Tranche B Term Lender and Incremental Term Lender party hereto may be required to deliver to the Borrower and the Administrative Agent pursuant to Subsection 4.11 of the Credit Agreement.

(c) Upon execution, delivery and effectiveness hereof, the Administrative Agent will record the Tranche B Term Loans of each Tranche B Term Lender party hereto and the Supplemental Term Loans of each Incremental Term Lender party hereto in the Register.

SECTION 9. Expenses. The Borrower agrees to pay or reimburse the Administrative Agent in accordance with Subsection 11.5 of the Credit Agreement for (1) all of its reasonable and documented and invoiced out-of-pocket costs and expenses incurred in connection with this First Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, and (2) the reasonable and documented and invoiced fees and disbursements of Simpson Thacher & Bartlett LLP, as counsel to the Administrative Agent (and, for the avoidance of doubt, not of counsel to any other Lender).

 

17


SECTION 10. Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile transmission, email or other electronic transmission (e.g., a “pdf”, “tiff” or DocuSign) shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act.

SECTION 11. Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

SECTION 12. Headings. The headings of this First Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of page intentionally left blank.]

 

18


IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered as of the date first above written.

 

CORE & MAIN LP

By:

   

Name:

 

Title:

 

 

[Core & Main - Signature Page to First Amendment to Term Loan Credit Agreement]


Acknowledgment and Consent

Each Guarantor acknowledges and consents to each of the foregoing provisions of this First Amendment. Each Guarantor further acknowledges and agrees that all Obligations under the Credit Agreement as modified by this First Amendment shall be fully guaranteed and secured pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.

 

CORE & MAIN MIDCO, LLC

By:

   

Name:

 

Title:

 

CORE & MAIN INTERMEDIATE GP, LLC

By:

   

Name:

 

Title:

 

 

[Core & Main - Signature Page to First Amendment to Term Loan Credit Agreement]


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, New Tranche B Term Lender and Incremental Term Lender

By:

   

Name:

 

Title:

 

 

[Core & Main - Signature Page to First Amendment to Term Loan Credit Agreement]


Exhibit A

Form of Lender Signature Page to First Amendment

The undersigned, a Lender holding Original Initial Term Loans (“you”), hereby consents to the First Amendment to which this Existing Lender Signature Page to First Amendment is attached and which will amend the Credit Agreement, dated as of August 1, 2017 (as amended by the Lender Joinder Agreement, dated as of July 8, 2019, and as further amended, supplemented, waived or otherwise modified from time to time, the “Existing Credit Agreement”), among the Borrower, the several banks and other financial institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent, and which is dated as of the date first above written and to be entered into among the Borrower, the several banks and financial institutions parties thereto as Lenders and the Administrative Agent (the “First Amendment”). Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the First Amendment or the Existing Credit Agreement, as applicable.

If you are an Existing Term Lender, you, if and only if you indicate below, hereby irrevocably and unconditionally approve of, and consent to, the First Amendment, and to the attachment of this Existing Lender Signature Page to the First Amendment, and hereby agree that all parties to the First Amendment are express third party beneficiaries of this Existing Lender Signature Page to First Amendment and hereby further agree as follows:

[Check ONLY ONE of the two boxes below]

 

 

CASHLESS ROLLOVER OPTION

Each undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the First Amendment and the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Original Initial Term Loans held by such Lender for a Tranche B Term Loan in a like principal amount. By choosing this option, each undersigned Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Lender’s Original Initial Term Loans for Tranche B Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Lender’s Original Initial Term Loans for Tranche B Term Loans, in which case the difference between the current principal amount of such Lender’s Original Initial Term Loans and the allocated principal amount of Tranche B Term Loans will be prepaid on, and subject to the occurrence of, the First Amendment Effective Date.

 

    

Lender

  

Amount of Original Initial Term Loans

     
     
     
     
  

Total

  


 

CASH SETTLEMENT OPTION

The undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the First Amendment and having 100% of the outstanding principal amount of the Original Initial Term Loans held by such Existing Term Lender repaid on the First Amendment Effective Date and to purchase by assignment Tranche B Term Loans in a like principal amount. By choosing this option, each undersigned Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate to such Lender or to allocate less than 100% of the principal amount of such Lender’s Original Initial Term Loans in Tranche B Term Loans.

 

    

Lender

  

Amount of Original Initial Term Loans

     
     
     
     
  

Total

  

 

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned has caused this Existing Lender Signature Page to the First Amendment to be duly executed and delivered by its proper and duly authorized officer(s).

 

[NAME OF INSTITUTION]

By:

   
 

Name:

 

Title:

 

If a second signature is necessary:

By:

   
 

Name:

 

Title:

 

Name of Fund Manager (if any):_________________


Exhibit B

Initial Amended Credit Agreement

(See attached)


$1,075,000,000

TERM LOAN CREDIT AGREEMENT

among

CD&R WATERWORKS MERGER SUB, LLC,

to be merged with and into

HD SUPPLY WATERWORKS, LTD.,

as Borrower,

THE LENDERS

FROM TIME TO TIME PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent,

 

 

JPMORGAN CHASE BANK, N.A.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

CITIGROUP GLOBAL MARKETS INC.,

BARCLAYS BANK PLC,

CREDIT SUISSE SECURITIES (USA) LLC,

DEUTSCHE BANK SECURITIES INC.,

ROYAL BANK OF CANADA,

GOLDMAN SACHS BANK USA,

NATIXIS, NEW YORK BRANCH AND

NOMURA SECURITIES INTERNATIONAL, INC.

as Joint Lead Arrangers and Joint Bookrunners

dated as of August 1, 2017

 

 

 


Table of Contents

 

         

Page

 
SECTION 1  
Definitions  

1.1

  

Defined Terms

     1  

1.2

  

Other Definitional and Interpretive Provisions

     8295  
SECTION 2  
Amount and Terms of Commitments  

2.1

  

Initial Term Loans

     8699  

2.2

  

Notes

     86100  

2.3

  

Procedure for Initial Term Loan Borrowing

     87102  

2.4

  

[Reserved]

     87102  

2.5

  

Repayment of Loans

     87102  

2.6

  

[Reserved]

     88103  

2.7

  

[Reserved]

     88103  

2.8

  

Incremental Facilities

     88103  

2.9

  

Permitted Debt Exchanges

     92107  

2.10

  

Extension of Term Loans

     94109  

2.11

  

Specified Refinancing Facilities

     97113  
SECTION 3  
[Reserved]  
SECTION 4  
General Provisions Applicable to Loans  

4.1

  

Interest Rates and Payment Dates

     99115  

4.2

  

Conversion and Continuation Options

     100116  

4.3

  

Minimum Amounts; Maximum Sets

     101116  

4.4

  

Optional and Mandatory Prepayments

     101117  

4.5

  

Administrative Agent’s Fee; Other Fees

     114130  

4.6

  

Computation of Interest and Fees

     114131  

4.7

  

Inability to Determine Interest Rate

     115132  

4.8

  

Pro Rata Treatment and Payments

     115132  

4.9

  

Illegality

     117134  

4.10

  

Requirements of Law

     117134  

4.11

  

Taxes

     119136  

4.12

  

Indemnity

     124141  

4.13

  

Certain Rules Relating to the Payment of Additional Amounts

     125142  

 

(i)


Table of Contents

(continued)

 

         

Page

 

4.14

  

Defaulting Lender

     127144  
SECTION 5  
Representations and Warranties  

5.1

  

Financial Condition

     128145  

5.2

  

No Change; Solvent

     128145  

5.3

  

Corporate Existence; Compliance with Law

     129146  

5.4

  

Corporate Power; Authorization; Enforceable Obligations

     129146  

5.5

  

No Legal Bar

     130147  

5.6

  

No Material Litigation

     130147  

5.7

  

No Default

     130147  

5.8

  

Ownership of Property; Liens

     130147  

5.9

  

Intellectual Property

     130147  

5.10

  

Taxes

     131148  

5.11

  

Federal Regulations

     131148  

5.12

  

ERISA

     131148  

5.13

  

Collateral

     132149  

5.14

  

Investment Company Act; Other Regulations

     132150  

5.15

  

Subsidiaries

     133150  

5.16

  

Purpose of Loans

     133150  

5.17

  

Environmental Matters

     133150  

5.18

  

No Material Misstatements

     134151  

5.19

  

Labor Matters

     134151  

5.20

  

Insurance

     134152  

5.21

  

Anti-Terrorism

     135152  
SECTION 6  
Conditions Precedent  

6.1

  

Conditions to Initial Extension of Credit

     135150  
SECTION 7  
Affirmative Covenants  

7.1

  

Financial Statements

     139156  

7.2

  

Certificates; Other Information

     142159  

7.3

  

Payment of Taxes

     143160  

7.4

  

Conduct of Business and Maintenance of Existence; Compliance with Contractual Obligations and Requirements of Law

     143160  

7.5

  

Maintenance of Property; Insurance

     143160  

7.6

  

Inspection of Property; Books and Records; Discussions

     144161  

 

(ii)


Table of Contents

(continued)

 

         

Page

 

7.7

  

Notices

     145162  

7.8

  

Environmental Laws

     146163  

7.9

  

After-Acquired Real Property and Fixtures; Subsidiaries

     146164  

7.10

  

Use of Proceeds

     149167  

7.11

  

Commercially Reasonable Efforts to Maintain Ratings

     149167  

7.12

  

Accounting Changes

     149167  

7.13

  

Post-Closing Security Perfection

     149167  
SECTION 8  
Negative Covenants  

8.1

  

Limitation on Indebtedness

     150168  

8.2

  

Limitation on Restricted Payments

     156175  

8.3

  

Limitation on Restrictive Agreements

     161181  

8.4

  

Limitation on Sales of Assets and Subsidiary Stock

     164184  

8.5

  

Limitations on Transactions with Affiliates

     167187  

8.6

  

Limitation on Liens

     169189  

8.7

  

Limitation on Fundamental Changes

     170190  

8.8

  

Change of Control; Limitation on Amendments

     171192  

8.9

  

Limitation on Lines of Business

     172192  
SECTION 9  
Events of Default  

9.1

  

Events of Default

     173193  

9.2

  

Remedies Upon an Event of Default

     176196  
SECTION 10  
The Agents and the Other Representatives  

10.1

  

Appointment

     176197  

10.2

  

The Administrative Agent and Affiliates

     177198  

10.3

  

Action by an Agent

     177198  

10.4

  

Exculpatory Provisions

     178198  

10.5

  

Acknowledgement and Representations by Lenders

     179199  

10.6

  

Indemnity; Reimbursement by Lenders

     179201  

10.7

  

Right to Request and Act on Instructions

     180202  

10.8

  

Collateral Matters

     181203  

10.9

  

Successor Agent

     183206  

10.10

  

[Reserved]

     183206  

10.11

  

Withholding Tax

     184207  

10.12

  

Other Representatives

     184207  

 

(iii)


Table of Contents

(continued)

 

         

Page

 

10.13

  

Administrative Agent May File Proofs of Claim

     184207  

10.14

  

Application of Proceeds

     185208  

10.15

  

Certain ERISA Matters

     208  
SECTION 11  
Miscellaneous  

11.1

  

Amendments and Waivers

     186210  

11.2

  

Notices

     190217  

11.3

  

No Waiver; Cumulative Remedies

     192219  

11.4

  

Survival of Representations and Warranties

     192219  

11.5

  

Payment of Expenses and Taxes

     192220  

11.6

  

Successors and Assigns; Participations and Assignments

     194221  

11.7

  

Adjustments; Set-off; Calculations; Computations

     207234  

11.8

  

Judgment

     207235  

11.9

  

Counterparts

     208236  

11.10

  

Severability

     208236  

11.11

  

Integration

     208236  

11.12

  

Governing Law

     208236  

11.13

  

Submission to Jurisdiction; Waivers

     209236  

11.14

  

Acknowledgements

     210237  

11.15

  

Waiver of Jury Trial

     210238  

11.16

  

Confidentiality

     210238  

11.17

  

Incremental Indebtedness; Additional Indebtedness

     211239  

11.18

  

USA PATRIOT Act Notice

     212239  

11.19

  

Electronic Execution of Assignments and Certain Other Documents

     212240  

11.20

  

Reinstatement

     212240  

11.21

  

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions

     212240  

11.22

  

[Reserved]

     241  

11.23

  

Recognition of U.S. Special Resolution Regime

     241  

 

(iv)


SCHEDULES

 

A

    —       

Commitments and Addresses

1.1(a)

    —       

Existing Investments

1.1(b)

    —       

Existing Liens

5.4

    —       

Consents Required

5.6

    —       

Litigation

5.9

    —       

Intellectual Property Claims

5.15

    —       

Subsidiaries

5.17

    —       

Environmental Matters

5.20

    —       

Insurance

7.2

    —       

Website Address for Electronic Financial Reporting

7.13

    —       

Post-Closing Collateral Requirements

8.1

    —       

Existing Indebtedness

8.5

    —       

Affiliate Transactions

EXHIBITS

    

A

    —       

Form of Term Loan Note

B

    —       

Form of Guarantee and Collateral Agreement

C

    —       

[Reserved]

D

    —       

Form of U.S. Tax Compliance Certificate

E

    —       

Form of Assignment and Acceptance

F

    —       

Form of Secretary’s Certificate

G

    —       

Form of Officer’s Certificate

H

    —       

Form of Solvency Certificate

I-1

    —       

Form of Increase Supplement

I-2

    —       

Form of Lender Joinder Agreement

J-1

    —       

Form of ABL/Term Loan Intercreditor Agreement

J-2

    —       

Form of Junior Lien Intercreditor Agreement

K

    —       

Form of Affiliated Lender Assignment and Assumption

L

    —       

[Reserved]

M

    —       

[Reserved]

N

    —       

Form of Acceptance and Prepayment Notice

O

    —       

Form of Discount Range Prepayment Notice

P

    —       

Form of Discount Range Prepayment Offer

Q

    —       

Form of Solicited Discounted Prepayment Notice

R

    —       

Form of Solicited Discounted Prepayment Offer

S

    —       

Form of Specified Discount Prepayment Notice

T

    —       

Form of Specified Discount Prepayment Response

U

    —       

Form of Compliance Certificate

V

    —       

Form of Tax Sharing Agreement

 

(v)


TERM LOAN CREDIT AGREEMENT, dated as of August 1, 2017, among CD&R WATERWORKS MERGER SUB, LLC, a Delaware limited liability company (prior to the Waterworks Merger and as further defined in Subsection 1.1, “Passthrough Mergersub”, and as further defined in Subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined in Subsection 1.1).

W I T N E S S E T H:

WHEREAS, to consummate the transactions contemplated by the Plumb Acquisition Agreement, the Borrower will (A) enter into this Agreement to borrow Initial Term Loans in an aggregate principal amount of $1,075,000,000 (unless reduced in accordance with Subsection 6.1(b)), (B) enter into the Senior ABL Agreement to borrow an additional amount and to cause certain letters of credit to be issued and (C) issue the Senior Notes, under the Senior Notes Indenture, generating aggregate gross proceeds of up to $500,000,000 (unless reduced in accordance with Subsection 6.1(b)); and

WHEREAS, the cash proceeds of the Equity Contribution, the Initial Term Loans, any ABL Facility Loans made on the Closing Date and the issuance of the Senior Notes will be used on the Closing Date, inter alia, to consummate the Transactions, and to pay fees, premiums and expenses incurred in connection with the Transactions.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

SECTION 1

Definitions

1.1 Defined Terms1.1 Defined Terms. AUTONF D3_TC. As used in this Agreement, the following terms shall have the following meanings:

ABL Agent”: Citibank, N.A., in its capacity as administrative agent and collateral agent under the ABL Facility Documents, or any successor administrative agent or collateral agent under the ABL Facility Documents.

ABL Collateral Obligations”: the “ABL Collateral Obligations” as defined in the ABL/Term Loan Intercreditor Agreement or the equivalent term in any Other Intercreditor Agreement.

ABL Facility Documents”: the “Loan Documents” as defined in the Senior ABL Agreement, as the same may be amended, supplemented, waived, or otherwise modified, extended from time to time or refunded, refinanced, restructured, replaced, renewed, refinanced or replacedrepaid, increased, decreased or extended from time to time.

 

1


ABL Facility Loans”: the loans borrowed under the Senior ABL Facility.

ABL Priority Collateral”: as defined in the ABL/Term Loan Intercreditor Agreement whether or not the same remains in full force and effect.

ABL/Term Loan Intercreditor Agreement”: the Intercreditor Agreement, dated as of the date hereofClosing Date, between the Collateral Agent and the ABL Agent (in its capacity as collateral agent under the ABL Facility Documents), and acknowledged by certain of the Loan Parties in the form attached hereto as Exhibit J-1, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms hereof and thereof.

ABR Loans”: Loans to which the rate of interest applicable is based upon the Alternate Base Rate.

Accelerated”: as defined in Subsection 9.1(e).

Acceleration”: as defined in Subsection 9.1(e).

Acceptable Discount”: as defined in Subsection 4.4(l)(iv)(2).

Acceptable Prepayment Amount”: as defined in Subsection 4.4(l)(iv)(3).

Acceptance and Prepayment Notice”: a written notice from the Borrower setting forth the Acceptable Discount pursuant to Subsection 4.4(l)(iv)(2) substantially in the form of Exhibit N.

Acceptance Date”: as defined in Subsection 4.4(l)(iv)(2).

“Acknowledging Party”: as defined in Subsection 11.21.

Acquired Companies”: Waterworks Blocker and Waterworks Opco.

Acquired Indebtedness”: Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition of assets. Acquired Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

Acquisition Indebtedness”: Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).

 

2


Additional Agent”: as defined in the ABL/Term Loan Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable.

Additional Assets”: (i) any property or assets that replace the property or assets that are the subject of an Asset Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Borrower or a Restricted Subsidiary or otherwise useful in a Related Business, and any capital expenditures in respect of any property or assets already so used; (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Borrower or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party.

Additional Incremental Lender”: as defined in Subsection 2.8(b).

Additional Indebtedness”: as defined in the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable.

Additional Obligations”: senior or subordinated Indebtedness (which Indebtedness may be (x) secured by a Lien ranking pari passu to the Lien securing the Term Loan Facility Obligations, (y) secured by a Lien ranking junior to the Lien securing the Term Loan Facility Obligations or (z) unsecured), including customary bridge financings, in each case issued or incurred by the Borrower, a Guarantor or an Escrow Subsidiary, the terms of which Indebtedness (ieither (x) do not provide for a maturity date or weighted average life to maturity earlier than the Initial Term Loan Maturity Date or shorter than the remaining weighted average life to maturity of the Initial Term Loans, as the case may be (other than an earlier maturity date and/or shorter weighted average life to maturity (1) for customary bridge financings, which, subject to customary conditions (as determined by the Borrower in good faith, which determination shall be conclusive), would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable or, (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Additional Obligation) or (3) of Additional Obligations in an aggregate principal amount at any time outstanding (together with the aggregate principal amount of any Refinancing Indebtedness and Indebtedness under any Incremental Term Loan Commitments, any applicable Extended Tranche and any Specified Refinancing Term Loan Facility, in each case outstanding under the Earlier Maturity Date Basket) not in excess of the Earlier Maturity Date Basket), or (y) in the case of any Indebtedness under any revolving credit facility, do not provide for a maturity date earlier than the Stated Maturity of the ABL Facility Loans, (ii) to the extent such Indebtedness is subordinated, provide for customary payment subordination to the Term Loan Facility Obligations under the Loan Documents as determined by the Borrower in good faith, which determination shall be conclusive, and (iii) do not provide for any mandatory repayment or redemption from the Net Available Cash Proceeds of Asset Dispositions (other than any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed, all or in part, with such Additional Obligations and the disposition of which was contemplated by any definitive agreement in respect of such acquisition) or Recovery Events or from Excess Cash

 

3


Flow, to the extent the Net Available Cash Proceeds of such Asset Disposition or Recovery Event or such Excess Cash Flow are required to be applied to repay the Initial Term Loans hereunder pursuant to Subsection 4.4(e), on more than a ratable basis with the Initial Term Loans (after giving effect to any amendment in accordance with Subsection 11.1(d)(vi)); provided that (a) other than with respect to proceeds of such Additional Obligations which are subject to an escrow or similar arrangement and any related deposit of cash, Cash Equivalents and/or Temporary Cash Investments to cover interest and premium in respect of such Additional Obligations, such Indebtedness shall not be secured by any Lien on any asset of any Loan Party that does not also secure the Term Loan Facility Obligations, or be guaranteed by any Person other than the GuarantorsLoan Parties (it being understood that the primary obligation of an Escrow Subsidiary shall not constitute a guarantee by a Person other than a GuarantorLoan Party), and (b) if secured by Collateral, such Indebtedness (and all related Obligations) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement (if such Indebtedness and related Obligations constitute First Lien Obligations), any Junior Lien Intercreditor Agreement (if such Indebtedness and related Obligations do not constitute First Lien Obligations) or an Other Intercreditor Agreement (if otherwise agreed by the Administrative Agent and the Borrower Representative).

Additional Obligations Documents”: any document or instrument (including any guarantee, security agreement or mortgage and which may include any or all of the Loan Documents) issued or executed and delivered by any Loan Party or Escrow Subsidiary with respect to any Additional Obligations, Rollover Indebtedness or Letter of Credit Facilities.

Additional Specified Refinancing Lender”: as defined in Subsection 2.11(b).

Adjusted Interest Rate”: as defined in Subsection 2.8(d)(v).

Adjusted LIBOR Rate”: with respect to any Borrowing of Eurodollar Loans for any Interest Period, an interest rate per annum determined by the Administrative Agent to be equal to the higher of (i) (x) the LIBOR Rate for such Borrowing of Eurodollar Loans in effect for such Interest Period divided by (y) 1 minus the Statutory Reserves (if any) for such Borrowing of Eurodollar Loans for such Interest Period and (ii(x) solely with respect to Original Initial Term Loans, 1.00%, and (y) solely with respect to the Tranche B Term Loans, 0.00%.

Adjustment Date”: each date on or after the last day of the Borrower’s first full Fiscal Quarter ended at least three months after the Closing Date (i.e., January 28, 2018) that is the second Business Day following receipt by the Lenders of both (a) the financial statements required to be delivered pursuant to Subsection 7.1(a) or Subsection 7.1(b), as applicable, for the most recently completed fiscal period and (b) the related Compliance Certificate required to be delivered pursuant to Subsection 7.2(a) with respect to such fiscal period.

Administrative Agent”: as defined in the Preamble hereto and shall include any successor to the Administrative Agent appointed pursuant to Subsection 10.9.

Affected Eurodollar Rate”: as defined in Subsection 4.7.

 

4


“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

Affected Loans”: as defined in Subsection 4.9.

Affiliate”: as to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Affiliate Transaction”: as defined in Subsection 8.5(a).

Affiliated Debt Fund”: any Affiliated Lender that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course, so long as (i) any such Affiliated Lender is managed as to day-to-day matters (but excluding, for the avoidance of doubt, as to strategic direction and similar matters) independently from Sponsor and any Affiliate of Sponsor that is not primarily engaged in the investing activities described above, (ii) any such Affiliated Lender has in place customary information screens between it and Sponsor and any Affiliate of Sponsor that is not primarily engaged in the investing activities described above, and (iii) none of Passthrough Holdings, Blocker HoldingsTopco, Midco, the Borrower or any of its Subsidiaries directs or causes the direction of the investment policies of such entity.

Affiliated Lender”: any Lender that is a Permitted Affiliated Assignee.

Affiliated Lender Assignment and Assumption”: as defined in Subsection 11.6(h)(i)(1).

Agents”: the collective reference to the Administrative Agent and the Collateral Agent, and “Agent” shall mean any of them.

Agreement”: this Credit Agreement, as amended, supplemented, waived or otherwise modified from time to time.

Alternate Base Rate”: for any day, a fluctuating rate per annum equal to the greatest of (a) the Base Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 0.50%, and (c) the Adjusted LIBOR Rate for an Interest Period of one-month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) (determined as if the relevant ABR Loan were a Eurodollar Loan) plus 1.00%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the NYFRB Rate or the Adjusted LIBOR Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c) above, as the case may be, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate, the NYFRB Rate or the Adjusted LIBOR Rate shall be effective on the effective date of such change in the Base Rate, the NYFRB Rate or the Adjusted LIBOR Rate, respectively.

 

5


Amendment”: as defined in Subsection 8.3(c).

Applicable Discount”: as defined in Subsection 4.4(l)(iii)(2).

“Applicable ECF Amount”: as defined in Subsection 4.4(e)(iii)(A)(1).

Applicable Margin”: in respect of (a) Original Initial Term Loans during the period from the Closing Date until the first Adjustment Date (i) with respect to ABR Loans, 2.00% per annum, and (ii) with respect to Eurodollar Loans, 3.00% per annum, and (b) Tranche B Term Loans, (i) with respect to ABR Loans, 1.50% per annum, and (ii) with respect to Eurodollar Loans, 2.50% per annum. The Applicable Margins with respect to Original Initial Term Loans will be adjusted on each Adjustment Date to the applicable rate per annum set forth under the heading “Applicable Margin for ABR Loans” or “Applicable Margin for Eurodollar Loans” on the Pricing Grid which corresponds to the Consolidated Total Leverage Ratio determined from the financial statements and Compliance Certificate relating to the end of the Fiscal Quarter immediately preceding such Adjustment Date; provided that in the event that the financial statements required to be delivered pursuant to Subsection 7.1(a) or 7.1(b), as applicable, and the related Compliance Certificate required to be delivered pursuant to Subsection 7.2(a), are not delivered when due, then:

(1) if such financial statements and Compliance Certificate are delivered after the date such financial statements and Compliance Certificate were required to be delivered (without giving effect to any applicable cure period) and the Applicable Margin increases from that previously in effect as a result of the delivery of such financial statements, then the Applicable Margin in respect of Original Initial Term Loans during the period from the date upon which such financial statements were required to be delivered (without giving effect to any applicable cure period) until the date upon which they actually are delivered shall, except as otherwise provided in clause (3) below, be the Applicable Margin as so increased;

(2) if such financial statements and Compliance Certificate are delivered after the date such financial statements and Compliance Certificate were required to be delivered and the Applicable Margin decreases from that previously in effect as a result of the delivery of such financial statements, then such decrease in the Applicable Margin shall not become applicable until the date upon which the financial statements and Compliance Certificate actually are delivered; and

(3) if such financial statements and Compliance Certificate are not delivered prior to the expiration of the applicable cure period, then, effective upon such expiration, for the period from the date upon which such financial statements and Compliance Certificate were required to be delivered (after the expiration of the applicable cure period) until two Business Days following the date upon which they actually are delivered, the Applicable Margin with respect to Original Initial Term Loans shall be 2.00% per annum, in the case of ABR Loans, and 3.00% per annum, in the case of Eurodollar Loans (it being understood that the foregoing shall not limit the rights of the Administrative Agent and the Lenders set forth in Section 9).

 

6


“Approved Commercial Bank”: a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

Approved Fund”: as defined in Subsection 11.6(b).

“Asset Disposition”: any sale, lease, transfer, Division or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by any applicable Requirement of Law), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Borrower or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction) other than (i) a disposition to the Borrower or a Restricted Subsidiary, (ii) a disposition in the ordinary course of business (including in connection with any factoring agreement or similar arrangements), (iii) a disposition of Cash Equivalents, Investment Grade Securities or Temporary Cash Investments, (iv) the sale or discount (with or without recourse, and on customary or commercially reasonable terms, as determined by the Borrower in good faith, which determination shall be conclusive) of accounts receivable or notes receivable arisingwhich have arisen in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (v) any Restricted Payment Transaction, (vi) a disposition that is governed by Subsection 8.7, (vii) any Financing Disposition, (viii) any “fee in lieu” or other disposition of assets to any Governmental Authority that continue in use by the Borrower or any Restricted Subsidiary, so long as the Borrower or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (ix) any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (x) any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date, including any sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure, condemnation, eminent domain or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement, or necessary or advisable (as determined by the Borrower in good faith, which determination shall be conclusive) in order to consummate any acquisition of any Person, business or assets, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement, (xii) except for purposes of calculating Net Available Cash for any such disposition for purposes of Subsection 8.4(b), any disposition of non-core assets acquired in connection with any acquisition of (or any merger, consolidation, amalgamation or other business combination with or into) any Person, business or assets or any Investment, (xiii) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary, (xiv) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), entered into in connection with such acquisition, (xv) a disposition of not more than 5.0% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the Board of Directors, (xvi) any disposition or

 

7


series of related dispositions for aggregate consideration not to exceed the greater of $37,500,00082,500,000 and 5.00% of Consolidated Tangible Assets (as of the earlier of the date such disposition was made or the date on which a binding commitment for such disposition was entered into), (xvii) the abandonment or other disposition of patents, trademarksany patent, trademark or other intellectual property or application that areis , in the good faith determination of the Borrower, which determination shall be conclusive, no longer economically practicablereasonable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole, (xviii) any license, sublicense or other grant of rights in or to any trademark, copyright, patent or other intellectual property, (xix) any Exempt Sale and Leaseback Transaction, (xx) the creation or granting of any Lien permitted under this Agreement or, (xxi) any sale of property or assets, if the acquisition of such property or assets was financed with Excluded Contributions. or (xxii) any exchange of assets (including a combination of assets and Cash Equivalents, Investment Grade Securities and Temporary Cash Investments) for assets used or useful in a Related Business (other than if such assets are solely cash, Cash Equivalents, Investment Grade Securities and/or Temporary Cash Investments) (or Capital Stock of a Person that will be a Restricted Subsidiary following such transaction) of comparable or greater fair market value (as determined by the Parent Borrower in good faith, which determination shall be conclusive).

Assignee”: as defined in Subsection 11.6(b)(i).

Assignment and Acceptance”: an Assignment and Acceptance, substantially in the form of Exhibit E hereto.

Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial Institution.

Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of the Bank Recovery and Resolution Directive, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. or (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

Bank Products Agreement”: any agreement pursuant to which a bank or other financial institution or other Person agrees to provide (a) treasury services, (b) credit card, debit card, merchant card, purchasing card, stored value card, non-card electronic payable or other similar services (including the processing of payments and other administrative services with respect thereto), (c) cash management or related services (including controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository network services) and (d) other banking, financial or treasury products or services as may be requested by the Borrower or any Restricted Subsidiary (other than letters of credit and other than loans and advances except indebtedness arising from services described in clauses (a) through (c) of this definition), including, for the avoidance of doubt, bank guarantees.

 

8


Bank Products Obligations”: of any Person means the obligations of such Person pursuant to any Bank Products Agreement.

Bank Recovery and Resolution Directive”: Directive 2014/59/EU of the European Parliament and of the Council of the European Union.

Bankruptcy Proceeding”: as defined in Subsection 11.6(h)(iv).

Base Rate”: for any day, a rate per annum that is equal to the corporate base rate of interest establishedthe rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent as its “prime rate” in effect at its principal office in New York City on such day; each) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Base Rate shall be effective onfrom and including the date such change is publicly announced or quoted as being effective. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

“Benefit Plan”: any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

Benefited Lender”: as defined in Subsection 11.7(a).

“BHC Act Affiliate”: the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

Blocker Aggregator”: CD&R WW Holdings, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto.

Blocker Holdings”: (a) prior to the Blocker Merger, Blocker Mergersub and (b) following the Blocker Merger, Waterworks Blocker as successor to the Blocker Merger. Following the Blocker Merger, Waterworks Blocker shall be converted to a Delaware limited liability company.

Blocker Merger”: the merger of Blocker Mergersub with and into Waterworks Blocker, with Waterworks Blocker being the survivor of such merger.

Blocker Mergersub”: CD&R WW Merger Sub, LLC, a Delaware limited liability company, and any successor in interest thereto.

 

9


Board”: the Board of Governors of the Federal Reserve System.

Board of Directors”: for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such board of directors or other governing body. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Borrower.

Borrower”: (a) prior to the Waterworks Merger, Passthrough Mergersub and (b) following the Waterworks Merger, Waterworks Opco as successor to the Waterworks Merger, and any successor in interest thereto permitted hereunder.

Borrower Offer of Specified Discount Prepayment”: the offer by the Borrower to make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Subsection 4.4(l)(ii).

Borrower Partnership Agreement”: that certain limited partnership agreement of the Borrower dated as of the date hereofFirst Amendment Effective Date, among the Borrower, Passthrough Holdings, Waterworks Blocker and Management HoldingsMidco and Intermediate GP, as the same may be amended, supplemented or replaced from time to time (so long as, in the case of Tax Distributions, such amendment, supplement or replacement agreement (which replacement agreement may be the partnership or similar agreement of another Parent Entity or IPO Vehicle) is not more disadvantageous to the Lenders in any material respect than such partnership agreement as in effect on the ClosingFirst Amendment Effective Date).

Borrower Solicitation of Discount Range Prepayment Offers”: the solicitation by the Borrower of offers for, and the corresponding acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to Subsection 4.4(l)(iii).

Borrower Solicitation of Discounted Prepayment Offers”: the solicitation by the Borrower of offers for, and the subsequentcorresponding acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Subsection 4.4(l)(iv).

Borrowing”: the borrowing of one Type of Loan of a single Tranche from all the Lenders having Commitments or other commitments of the respective Tranche on a given date (or resulting from a conversion or conversions on such date) having, in the case of Eurodollar Loans, the same Interest Period.

Borrowing Base”: the sum of (1) 90.0% of the book value of Inventory of the Borrower and its Restricted Subsidiaries, (2) 90.0% of the book value of Receivables of the Borrower and its Restricted Subsidiaries and (3) cash, Cash Equivalents and Temporary Cash Investments of the Borrower and its Restricted Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the Borrower for which internal consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available, and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any property or assets of a type described above being acquired in connection therewith).

 

10


Borrowing Date”: any Business Day specified in a notice delivered pursuant to either Subsection 2.3 or Subsection 2.4, as applicable, as a date on which the Borrower requests the Lenders to make Loans hereunder.

Borrowing Request”: as defined in Subsection 2.4(a).

Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close, except that, when used in connection with a Eurodollar Loan denominated in Dollars, “Business Day” shall mean any Business Day on which dealings in Dollars between banks may be carried on in London, England and New York, New York.

Capital Expenditures”: for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under leases evidencing Financing Lease Obligations) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on a consolidated statement of cash flows of the Borrower.

Capital Stock”: as to any Person, any and all shares or units of, rights to purchase, warrants or options for, or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

Captive Insurance Subsidiary”: any Subsidiary of the Borrower that is subject to regulation as an insurance company or captive insurance company (or any Subsidiary thereofof any of the foregoing).

Cash Capped Incremental Facility”: as defined in the definition of “Maximum Incremental Facilities Amount”.

Cash Equivalents”: any of the following: (a) money, (b) securities issued or fully guaranteed or insured by the United States of America, Canada, the United Kingdom, Switzerland or a member state of the European Union or any agency or instrumentality of any thereof, (c) time deposits, certificates of deposit or bankers’ acceptances of (i) any bank or other institutional lender under this Agreement or the Senior ABL Facility or any affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof as of the date of such investment) and the commercial paper of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (d) repurchase obligations with a term of not more than seven10 days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c)(i) or (c)(ii) above, (e) money market instruments, commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent

 

11


thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (f) investments in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended, (g) investment funds investing at least 90.0% of their assets in cash equivalents of the types described in clauses (a) through (f) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution), (h) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors, and (i) solely with respect to any Captive Insurance Subsidiary, any investment that any such Person is permitted to make in accordance with applicable law.

CD&R”: Clayton, Dubilier & Rice, LLC and any successor in interest thereto, and any successor to its investment management business.

CD&R Consulting Agreement”: the Consulting Agreement, dated as of the date hereofClosing Date, as amended by that certain letter agreement, dated as of August 5, 2019, by and among the Borrower, Topco, Midco, Intermediate GP and CD&R, pursuant to which CD&R may provide management, consulting and advisory services, as the same may be amended, supplemented, waived or otherwise modified from time to time so long as such amendment, supplement, waiver or modification complies with this Agreement (including Subsection 8.5 (for the avoidance of doubt, other than by reason of Subsection 8.5(b)(vii))).

CD&R Fund X”: Clayton, Dubilier & Rice Fund X, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto.

“CD&R Holdings GP”: CD&R Waterworks Holdings GP, Ltd., a Cayman Islands exempted company, and any successor in interest thereto.

CD&R Indemnification Agreement”: the Indemnification Agreement, dated as of the date hereofClosing Date, as amended by that certain letter agreement, dated as of August 5, 2019, by and among the Borrower, Topco, Midco, Intermediate GP, Passthrough Holdings, Blocker Holdings, certain CD&R Investors and CD&R and the other parties thereto, as the same may be amended, supplemented, waived or otherwise modified from time to time.

CD&R Investors”: collectively, (i) CD&R Fund X, (ii) Clayton, Dubilier & Rice Fund X-A, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (iii) CD&R Advisor Fund X, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (iv) CD&R Associates X, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (v) CD&R Investment Associates X, Ltd., a Cayman Islands exempted company, and any successor in interest thereto, (viCD&R Waterworks Holdings, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (vii) Blocker Aggregator, (viii) New Blocker, (ix) CD&R Waterworks Holdings GP, Ltd., a Cayman Islands exempted company, and any successor in interest thereto, (x) New Blocker Holdings, (xi) CD&R Fund X Advisor Waterworks A, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (xii) CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (xiii) CD&R Fund X Waterworks B, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (xiv) CD&R Fund X Waterworks B1, L.P., a

 

12


Cayman Islands exempted limited partnership, and any successor in interest thereto, (xv) CD&R Fund X-A Waterworks A, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (xvi) CD&R Fund X-A Waterworks B, L.P a Cayman Islands exempted limited partnership, and any successor in interest thereto, (xviiCD&R WW Advisor, LLC, Delaware limited liability company, and any successor in interest thereto, (xviii) CD&R Associates X Waterworks, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (xix) CD&R Friends & Family Feeder Fund X Waterworks A, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (xx) CD&R Friends & Family Feeder Fund X Waterworks B, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (xxi) CD&R Professionals Fund X Waterworks, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (xxii) CD&R WW Holdings 2, LLC, a Delaware limited liability company, and any successor in interest thereto, (xxiii) CD&R WW Advisor 2, LLC, a Delaware limited liability company, and any successor in interest thereto and (xxiv) any Affiliate of any CD&R Investor identified in clauses (i) through (xxiii) of this definition.

“CDD Rule”: the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time).

Change in Law”: as defined in Subsection 4.11(a).

Change of Control”: (i) (x) the Permitted Holders shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) of (A) so long as the Borrower is a Subsidiary of any Parent Entity, shares or units of Voting Stock having less than 35.0% of the total voting power of all outstanding shares of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (B) if the Borrower is not a Subsidiary of any Parent Entity, shares or units of Voting Stock having less than 35.0% of the total voting power of all outstanding shares of the Borrower and (y) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date), other than one or more Permitted Holders, shall be the “beneficial owner” of (A) so long as the Borrower is a Subsidiary of any Parent Entity, shares or units of Voting Stock having more than 35.0% of the total voting power of all outstanding shares of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (B) if the Borrower is not a Subsidiary of any Parent Entity, shares or units of Voting Stock having more than 35.0% of the total voting power of all outstanding shares of the Borrower; (ii) so long as the Capital Stock of the Borrower is not listed on a nationally recognized stock exchange in the U.S. (whether through a Qualified IPO or otherwise), Passthrough Holdings (and any Successor Holding Company pursuant to and as defined in Subsection 9.16(e) of the Guarantee and Collateral Agreement), Blocker HoldingsMidco (and any Successor Holding Company pursuant to and as defined in Subsection 9.16(e) of the Guarantee and Collateral Agreement) and Management HoldingsIntermediate GP (and any Successor Holding Company pursuant to and as defined in Subsection 9.16(e) of the Guarantee and Collateral Agreement) shall (collectively) cease to own, directly or indirectly, 100.0% of the Capital Stock of the Borrower (or any Successor Borrower); or (iii) a “Change of Control” as defined in the Senior ABL Facility (or any agreement governing Refinancing Indebtedness in respect of the Senior

 

13


ABL Facility, and in each case relating to Indebtedness and any unused commitments thereunder in an aggregate principal amount equal to or greater than $50,000,000); or (iv) a “Change of Control” as defined in the Senior Notes Indenture (or any indenture or other agreement governing Refinancing Indebtedness in respect of the Senior Notes, and in each case relating to Indebtedness in an aggregate principal amount equal to or greater than $50,000,000the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets). Notwithstanding anything to the contrary in the foregoing, the Transactions and the Tranche B Effective Date Transactions shall not constitute or give rise to a Change of Control.

Change of Control Offer”: as defined in Subsection 8.8(a).

Claim”: as defined in Subsection 11.6(h)(iv).

Closing Date”: the date on which all the conditions precedent set forth in Subsection 6.1 shall be satisfied or waived.

Closing Date Material Adverse Effect”: a “Material Adverse Effect” (as defined in the Plumb Acquisition Agreement).

Code”: the Internal Revenue Code of 1986, as amended from time to time.

Collateral”: all assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

Collateral Agent”: as defined in the Preamble hereto and shall include any successor to the Collateral Agent appointed pursuant to Subsection 10.9.

Collateral Representative”: (i) if the ABL/Term Loan Intercreditor Agreement is then in effect, the ABL Collateral Representative (as defined therein, with respect to ABL Priority Collateral) and the Term Loan Collateral Representative (as defined therein, with respect to Term Loan Priority Collateral), (ii) if any Junior Lien Intercreditor Agreement is then in effect, the Senior Priority Representative (as defined therein) and (iii) if any Other Intercreditor Agreement is then in effect, the Person acting as representative for the Collateral Agent and the Secured Parties thereunder for the applicable purpose contemplated by this Agreement and the Guarantee and Collateral Agreement.

Collection Amounts”: as defined in Section 10.14.

Commitment”: as to any Lender, such Lender’s Initial Term Loan Commitments and Incremental Commitments, as the context requires.

Committed Lenders”: JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Barclays Bank PLC, Credit Suisse AG, Deutsche Bank AG New York Branch, Royal Bank of Canada, Goldman Sachs Bank USA, Natixis, New York Branch and Nomura Corporate Funding Americas, LLC.

 

14


Commodities Agreement”: in respect of a Person, any commodity futures contract, forward contract, option or similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary.

Commonly Controlled Entity”: an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Sections 414(m) and (o) of the Code.

Compliance Certificate”: as defined in Subsection 7.2(a).

Conduit Lender”: any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument delivered to the Administrative Agent (a copy of which shall be provided by the Administrative Agent to the Borrower on request); provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations under this Agreement, including its obligation to fund a Loan if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and; provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to any provision of this Agreement, including Subsection 4.10, 4.11, 4.12 or 11.5, than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender if such designating Lender had not designated such Conduit Lender hereunder, (b) be deemed to have any Commitment or (c) be designated if such designation would otherwise increase the costs of any Facility or Tranche to the Borrower.

Confidential Information Memorandum”: that certain Confidential Information Memorandum furnished to the Lenders on or about July 12, 2017.

Consolidated Coverage Ratio”: as of any date of determination, the ratio of (ithe aggregate amount ofFour Quarter Consolidated EBITDA as of such date to (ii) Consolidated Interest Expense for the period of the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the date of such determination for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available to (ii) Consolidated Interest Expense for such four Fiscal Quarters (in each of the foregoing clauses (i) and (ii),(determined for any fiscal quarter (or portion thereof) ending prior to the Closing Date, on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period); provided that

(1) if, since the beginning of such period, the Borrower or any Restricted Subsidiary has Incurred any Indebtedness or the Borrower has issued any Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness by the Borrower or any Restricted Subsidiary or an issuance

 

15


of Designated Preferred Stock of the Borrower, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness or Designated Preferred Stock as if such Indebtedness or Designated Preferred Stock had been Incurred or issued, as applicable, on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation); provided that, in the case of both of clauses (A) and (B), the Senior ABL Facility as of the Closing Date shall be treated as if it were in place for any fiscal quarter (or portion thereof) ending prior to the Closing Date, and the daily balance of Indebtedness thereunder for any date prior to the Closing Date shall be deemed to be $0),

(2) if, since the beginning of such period, the Borrower or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or dischargedDischarged any Indebtedness, or any Designated Preferred Stock of the Borrower, that is no longer outstanding on such date of determination (each, a “Discharge”) or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been repaidDischarged with an equivalent permanent reduction in commitments thereunder) or a Discharge of Designated Preferred Stock of the Borrower, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of Indebtedness or Designated Preferred Stock, including with the proceeds of such new Indebtedness or such new Designated Preferred Stock of the Borrower, as if such Discharge had occurred on the first day of such period,

(3) if, since the beginning of such period, the Borrower or any Restricted Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a business, including any such disposition occurring in connection with a transaction causing a calculation to be made hereunder, or designated any Restricted Subsidiary as an Unrestricted Subsidiary (any such disposition or designation, a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the company, business or group of assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of the Borrower or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, retired or dischargedDischarged with respect to the Borrower and its continuing Restricted Subsidiaries in connection with such Sale for such period (including but not limited to through the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock of any Restricted Subsidiary is disposed of in such

 

16


Sale or any Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent the Borrower and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale,

(4) if, since the beginning of such period, the Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction causing a calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted Subsidiary (any such Investment, acquisition or designation, a “Purchase”), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period, and

(5) if, since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Borrower or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Borrower or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period;

provided that (in the event that the Borrower shall classify Indebtedness Incurred on the date of determination as Incurred in part under Subsection 8.1(a) and in part under Subsection 8.1(b), as provided in Subsection 8.1(c)(iii)) any such pro forma calculation of Consolidated Interest Expense shall not give effect to any such Incurrence of Indebtedness on the date of determination pursuant to Subsection 8.1(b) (other than, if the Borrower at its option has elected to disregard Indebtedness being Incurred on the date of determination in part under Subsection 8.1(a) for purposes of calculating the Consolidated Total Leverage Ratio for Incurring Indebtedness on the date of determination in part under Subsection 8.1(b)(x) or (xvii), Subsection 8.1(b)(x) or (xvii)) or to any Discharge of Indebtedness from the proceeds of any such Incurrence pursuant to such Subsection 8.1(b) (other than Subsection 8.1(b)(x) or (xvii), if the Incurrence of Indebtedness under Subsection 8.1(b)(x) or (xvii), as applicable, is being given effect to in the calculation of the Consolidated Coverage Ratio).

For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred, Designated Preferred Stock issued, or Indebtedness or Designated Preferred Stock repaid, repurchased, redeemed, defeased or otherwise acquired, retired or dischargedDischarged in connection therewith, the pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or a Responsible Officer of the Borrower, which determination shall be conclusive; provided that with respect to cost savings or

 

17


synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the Borrower to be taken no later than 2436 months after the date of determination. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period; provided that, in the case of the Senior ABL Facility as of the Closing Date, such facility shall be treated as if it were in place for any fiscal quarter (or portion thereof) ending prior to the Closing Date, and the daily balance of Indebtedness thereunder for any date prior to the Closing Date shall be deemed to be $0. Interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower (which determination shall be conclusive) to be the rate of interest implicit in such Financing Lease Obligation in accordance with GAAP.

Consolidated EBITDA”: for any period, the Consolidated Net Income for such period, plus (xw) the following to the extent deducted in calculating such Consolidated Net Income, without duplication: (i) the amount of Permitted Payments made with respect to Tax Distributions pursuant to Subsection 8.2(b)(vii)(C) and the provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any), (ii) Consolidated Interest Expense, all items excluded from the definition of Consolidated Interest Expense pursuant to clause (iii) thereof (other than Special Purpose Financing Expense), any Special Purpose Financing Fees, and to the extent not reflected in Consolidated Interest Expense, costs of surety bonds in connection with financing activities, (iii) depreciation, (iv) amortization (including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs), (v) any non-cash charges or non-cash losses, (vi) any expenses or charges related to any equity offering, acquisition or other Investment or Indebtedness permitted by this Agreement (whether or not consummated or Incurred, and including any offering or sale of Capital Stock of a Parent Entity or IPO Vehicle to the extent the proceeds thereof were contributed, or if not consummated, were intended to be contributed to the equity capital of the Borrower or any of its Restricted Subsidiaries), (vii) the amount of any loss attributable to non-controlling interests, (viii) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments, (ix) any management, monitoring, consulting and advisory fees and related expenses (including any such fees and expenses paid to CD&Rthe Sponsor or any of its Affiliates), (x) interest and investment income, (xi) the amount of loss on any Financing Disposition, (xii) any costs or expenses pursuant to any management or employee stock option or other equity-related plan, program or arrangement, or other benefit plan, program or arrangement, or any equity subscription or equityholder agreement, and (xiii) the amount of any pre-opening losses attributable to any newly opened location within 12 months of the opening of such location, (xiv) net out-of-pocket costs and expenses related to the acquiring of

 

18


inventory of a prior supplier of a company in connection with becoming a provider to such company, (xv) any expenses incurred in connection with any plant shutdown, (xvi) internal software development costs that are expensed during the period but could have been capitalized in accordance with GAAP, (xvii) any adjustments resulting from the application of Accounting Standards Codification Topic No. 460 and (xviii) the amount of any reduction in inventory cost attributable to rebates earned on quantities purchased under vendor programs which are recorded as reserves on the balance for such period, plus (yx) the amount of net cost savings, operating expense reductions and synergies (including revenue synergies, including those related to new business and customer wins, the modification or renegotiation of contracts and other arrangements and pricing adjustments and increases) projected by the Borrower in good faith to be realized as the result of actions taken or to be taken on or prior to the Closing Date or within 2436 months of the Closing Date in connection with the Transactions, or within 2436 months of the initiation or consummation of any operational change or other initiative, or within 2436 months of the consummation of any applicable acquisition or cessation of operations (in each case, calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions (which adjustments may be incremental to pro forma adjustments made pursuant to the proviso to the definition of “Consolidated Coverage Ratio”, “Consolidated Secured Leverage Ratio” or, “Consolidated Total Leverage Ratio”). or “Four Quarter Consolidated EBITDA”), plus (y) without duplication of any item in the preceding clause (w) or (x), additions of the type reflected in any quality of earnings analysis prepared by independent certified public accountants of nationally recognized standing or any other accounting firm reasonably acceptable to the Administrative Agent (it being understood that any “Big Four” accounting firms are acceptable) and delivered to the Administrative Agent in connection with any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or any other Investment, in each case that is permitted under this Agreement.

Consolidated Interest Expense”: for any period, (i) the total interest expense of the Borrower and its Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Borrower and its Restricted Subsidiaries, including any such interest expense consisting of (A) interest expense attributable to Financing Lease Obligations (excluding, for the avoidance of doubt, any lease, rental or other expense in connection with a lease that is not a Financing Lease Obligation), (B) amortization of debt discount, (C) interest in respect of Indebtedness of any other Person that has been Guaranteed by the Borrower or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the Borrower or any Restricted Subsidiary, (D) non-cash interest expense, (E) the interest portion of any deferred payment obligation, and (F) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Borrower held by Persons other than the Borrower or a Restricted Subsidiary or in respect of Designated Preferred Stock of the Borrower pursuant to Subsection 8.2(b)(xi)(A), minus (iii) to the extent otherwise included in such interest expense referred to in clause (i) above, Special Purpose Financing Expense, accretion or accrual of discounted liabilities not constituting Indebtedness, expense resulting from discounting of Indebtedness in conjunction with recapitalization or purchase accounting, any “additional interest” in respect of registration rights arrangements for any securities, amortization or write-off of financing costs, and any expensing of bridge, commitment

 

19


or other financing fees, in each case under clauses (i) through (iii) above as determined on a Consolidated basis in accordance with GAAP; provided that gross interest expense shall be determined after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to Interest Rate Agreements.

Consolidated Net Income”: for any period, the net income (loss) of the Borrower and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends minus, without duplication of any other deduction in calculating Consolidated Net Income in respect of such amounts, the amount of Permitted Payments made with respect to Tax Distributions pursuant to Subsection 8.2(b)(vii)(C); provided that, without duplication, there shall not be included in such Consolidated Net Income:

(i) any net income (loss) of any Person if such Person is not the Borrower or a Restricted Subsidiary, except that (A) the Borrower’s or any Restricted Subsidiary’s net income for such period shall be increased by the aggregate amount actually dividended or distributed or that (as determined by the Borrower in good faith, which determination shall be conclusive) could have been dividended or distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below), to the extent not already included therein, and (B) the Borrower’s or any Restricted Subsidiary’s equity in the net loss of such Person shall be included to the extent of the aggregate Investment of the Borrower or any of its Restricted Subsidiaries in such Person,

(ii) solely for purposes of determining the amount available for Restricted Payments under Subsection 8.2(a)(3)(A) and Excess Cash Flow, any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to the Borrower by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to this Agreement or the other Loan Documents, the Senior Notes Documents and the ABL Facility Documents, and (z) restrictions in effect on the Closing Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Lenders than such restrictions in effect on the Closing Date as determined by the Borrower in good faith, which determination shall be conclusive), except that (A) the Borrower’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that (as determined by the Borrower in good faith, which determination shall be conclusive) could have been made by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause (ii)) and (B) the net loss of such Restricted Subsidiary shall be included to the extent of the aggregate Investment of the Borrower or any of its other Restricted Subsidiaries in such Restricted Subsidiary,

 

20


(iii) (x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of the Borrower or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined by the Borrower in good faith, which determination shall be conclusive) and (y) any gain or loss realized upon the disposal, abandonment or discontinuation of operations of the Borrower or any Restricted Subsidiary,

(iv) any extraordinary, unusual or, nonrecurring, exceptional, special or infrequent gain, loss or charge and any other gain, loss or charge not in the ordinary course of business (as reasonably determined and calculated by the Borrower in good faith, which determination shall be conclusive) (including fees, expenses and charges (or any amortization thereof) associated with the Transactions, the Tranche B Effective Date Transactions or any acquisition, merger or consolidation, whether or not completed), any severance, relocation, consolidation, closing, integration, facilities opening, business optimization and/or similar initiatives or programs, transition or restructuring costs, charges or expenses (whether or not classified as restructuring costs, charges or expenses on the consolidated financial statements of the Borrower), any signing, stretch, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans,

(v) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies,

(vi) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments,

(vii) any unrealized gains or losses in respect of Hedge Agreements,

(viii) any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person,

(ix) any non-cash compensation charge arising from any grant of limited liability company interests, stock, stock options or other equity based awards,

(x) to the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary,

 

21


(xi) any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred tax valuation allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP,

(xii) any impairment charge or asset write-off, including any charge or write-off related to intangible assets, long-lived assets or investments in debt and equity securities, and any amortization of intangibles,

(xiii) expenses related to the conversion of various employee benefit and equity programs in connection with the Transactions or the Tranche B Effective Date Transactions, and non-cash compensation related expenses,

(xiv) any fees and expenses (or amortization thereof), and any charges or costs, in connection with or related to any acquisition, Investment, Asset Disposition, issuance of Capital Stock, issuance, repayment or other equity offering, dividend, distribution or other Restricted Payment, Incurrence, Discharge or refinancing of Indebtedness, or amendment or modification of any agreement or instrument relating to any Indebtedness (in each case, whether or not completed, consummated or Incurred, and including (i) any such transaction consummated prior to the Closing Date),, (ii) any offering or sale of Capital Stock of a Parent Entity or an IPO Vehicle to the extent the proceeds thereof were contributed, or if not consummated, were intended to be contributed to the equity capital of the Borrower or any of its Restricted Subsidiaries and (iii) any rating agency fees, consulting fees and other related expenses and/or letter of credit or similar fees),

(xv) to the extent covered by insurance and actually reimbursed (or the Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)), any expenses with respect to liability or casualty events or business interruption, and

(xvi) any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, in each case paid in connection with any acquisition, merger or consolidation or Investment,

(xvii) any expenses or reserves for liabilities to the extent that the Borrower or any Restricted Subsidiary is entitled to indemnification therefor under binding agreements and is actually reimbursed (or the Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the indemnifying party and such amount is not denied by the applicable indemnifying party in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)),

 

22


(xviii) any accruals and reserves established or adjusted within 12 months after the Closing Date that are established as a result of the Transactions, and

(xix) effects of adjustments to accruals and reserves established during a prior period attributable to any change in the methodology of calculating reserves for returns, rebates and other chargebacks (including government program rebates),

provided, further, that the exclusion of any item pursuant to the foregoing clauses (i) through (xvixix) shall also exclude the tax impact of any such item, if applicable.

In the case of any unusual or nonrecurring gain, loss or charge (other than any unusual or nonrecurring gain, loss or charge related to the Transactions) not included in Consolidated Net Income pursuant to clause (iv) above in any determination thereof, the Borrower will deliver a certificate of a Responsible Officer to the Administrative Agent promptly after the date on which Consolidated Net Income is so determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or charge. Notwithstanding the foregoing, for the purpose of Subsection 8.2(a)(3)(A) only, there shall be excluded from Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Borrower or a Restricted Subsidiary, and any income consisting of return of capital, repayment or other proceeds from dispositions or repayments of Investments consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net Income and such related dividends, repayments, transfers, return of capital or other proceeds are applied by the Borrower to increase the amount of Restricted Payments permitted under Subsection 8.2(a)(3)(C) or (D).

In addition, Consolidated Net Income for any period ending on or prior to the Closing Date shall be determined based upon the net income (loss) reflected in the combined financial statements of the Waterworks Business for such period, with pro forma effect being given to the Transactions; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary and the Transactions shall not constitute a sale or disposition under clause (iii) above, for purposes of such determination.

Consolidated Secured Indebtedness”: as of any date of determination, (i) an amount equal to the Consolidated Total Indebtedness (without regard to clause (iii) of the definition thereof) as of such date that, in each case is then secured by Liens on Collateral (other than (x) Indebtedness secured by a Lien ranking junior to or subordinated to the Liens securing the Term Loan Facility Obligations (but, for the avoidance of doubt, not excluding ABL Facility Loans or other Consolidated Total Indebtedness secured by Liens pari passu therewith), (y) property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby and (z) solely with respect to the determination of the amount available to be Incurred pursuant to the Ratio Incremental Facility and clause (s) of “Permitted Liens”, Indebtedness Incurred pursuant to the Cash Capped Incremental Facility), minus (ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Subsection 8.1(b)(ix) and, (B) Unrestricted Cash of the Borrower and its Restricted Subsidiaries. (excluding any proceeds of any Indebtedness of the Borrower and its Restricted Subsidiaries in respect of ABL Facility Loans or loans under any other revolving

 

23


facility) and (C) the average daily balance of Unrestricted Cash of the Borrower and its Restricted Subsidiaries that is proceeds of any Indebtedness of the Borrower and its Restricted Subsidiaries in respect of ABL Facility Loans or loans under any other revolving facility for the most recent four consecutive Fiscal Quarters of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) ending prior to the date of determination for which consolidated financial statements of the Borrower are available.

Consolidated Secured Leverage Ratio”: as of any date of determination, the ratio of (i) Consolidated Secured Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the Four Quarter Consolidated EBITDA as of such date; provided that, (x) in the event that the Borrower shall classify Indebtedness Incurred on the date of determination as secured in part pursuant to clause (k)(1) of the “Permitted Liens” definition in respect of Indebtedness Incurred pursuant to the Ratio Incremental Facility and in part pursuant to such clause (k)(1) in respect of Indebtedness Incurred pursuant to Subsection 8.1(b)(i) (other than pursuant to the Ratio Incremental Facility) or one or more other clauses or subclauses of the definition of “Permitted Liens” (other than clause (s)), as provided in clause (w) of the final paragraph of such definition, any calculation of the Consolidated Secured Leverage Ratio on such date of determination, including in the definition of “Maximum Incremental Facilities Amount”, shall not include any such Indebtedness (and shall not give effect to any Discharge of Indebtedness from the proceeds thereof) not Incurred pursuant to the Ratio Incremental Facility and (y) in the event that the Borrower shall classify Indebtedness Incurred on the date of determination as secured in part pursuant to clause (s) of the “Permitted Liens” definition and in part pursuant to one or more other clause of the definition of “Permitted Liens” (other than clause (k)(1) in respect of Indebtedness Incurred pursuant to the Ratio Incremental Facility), as provided in clause (x) of the final paragraph of such definition, any calculation of the Consolidated Secured Leverage Ratio on such date of determination shall not include any such Indebtedness (and shall not give effect to any Discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other clause of such definition.

Consolidated Tangible Assets”: as of any date of determination, the total assets, less the sum of the goodwill and other intangible assets, in each case that is or would be reflected on the consolidated balance sheet of the Borrower as at the end of the most recently ended Fiscal Quarter of the Borrower for which such a balance sheet of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) is available, determined on a Consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness or Liens or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith).

Consolidated Total Indebtedness”: as of any date of determination, an amount equal to (i) the aggregate principal amount of outstanding Indebtedness of the Borrower and its Restricted Subsidiaries as of such date consisting of (without duplication) Indebtedness for borrowed money (including Purchase Money Obligations and unreimbursed outstanding drawn amounts under funded letters of credit); Financing Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments (but excluding surety bonds, performance

 

24


bonds or other similar instruments); Disqualified Stock; and (in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding (x) items eliminated in Consolidation, (y) Hedging Obligations and (z) any outstanding Indebtedness under any revolving credit facility), plus (ii) the average daily balance of Indebtedness of the Borrower and its Restricted Subsidiaries under any revolving credit facility for the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the date of determination for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available (provided that for any date prior to the Closing Date the daily balance of Indebtedness of the Borrower and its Restricted Subsidiaries under revolving credit facilities shall be deemed to be $0), minus (iii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Subsection 8.1(b)(ix), and (B) Unrestricted Cash of the Borrower and its Restricted Subsidiaries (excluding any proceeds of any Indebtedness of the Borrower and its Restricted Subsidiaries in respect of ABL Facility Loans or loans under any other revolving facility) and (C) the average daily balance of Unrestricted Cash of the Borrower and its Restricted Subsidiaries that is proceeds of any Indebtedness of the Borrower and its Restricted Subsidiaries in respect of ABL Facility Loans or loans under any other revolving facility for the most recent four consecutive Fiscal Quarters of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) ending prior to the date of determination for which consolidated financial statements of the Borrower are available. For purposes hereof, any earn-out or similar obligations shall not constitute Consolidated Total Indebtedness until such obligation would becomebecomes a liability on the consolidated balance sheet of the Borrower in accordance with GAAP and is not paid within 30 days after becoming due and payable.

Consolidated Total Leverage Ratio”: as of any date of determination, the ratio of (i) Consolidated Total Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the Four Quarter Consolidated EBITDA as of such date; provided that, for purposes of the foregoing calculation, in the event that the Borrower shall classify Indebtedness Incurred on the date of determination as Incurred in part pursuant to Subsection 8.1(b)(x) (other than by reason of subclausessubclause (2) or (4) of the proviso to such clause (x)) or Subsection 8.1(b)(xvii)) and in part pursuant to one or more other clauses or subclauses of Subsection 8.1(b) and/or (unless the Borrower at its option has elected to disregard Indebtedness being Incurred on the date of determination in part pursuant to subclausessubclause (2) or (4) of the proviso to Subsection 8.1(b)(x) or Subsection 8.1(b)(xvii) for purposes of calculating the Consolidated Coverage Ratio for Incurring Indebtedness on the date of determination in part under Subsection 8.1(a)) pursuant to Subsection 8.1(a) (as provided in Subsections 8.1(c)(ii) and (iii)), Consolidated Total Indebtedness shall not include any such Indebtedness Incurred pursuant to one or more such other clauses or subclauses of Subsection 8.1(b) and/or pursuant to Subsection 8.1(a), and shall not give effect to any Discharge of any Indebtedness from the proceeds of any such Indebtedness being disregarded for purposes of the calculation of the Consolidated Total Leverage Ratio on such date of determination that otherwise would be included in Consolidated Total Indebtedness.

 

25


Consolidated Working Capital”: at any date, the excess of (a) the sum of all amounts (other than cash, Cash Equivalents and Temporary Cash Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower at such date excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

Consolidation”: the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Borrower in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning. For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) shall be to the combined financial statements of the Waterworks Business for such period, with pro forma effect being given to the Transactions (with Subsidiaries that comprise the Waterworks Business that are Subsidiaries of the Borrower after giving effect to the Transactions being deemed Subsidiaries of the Borrower), as the context may require.

Contingent Obligation”: with respect to any Person, any obligation of such Person guaranteeing any obligation that does not constitute Indebtedness (a “primary obligation”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (2) to advance or supply funds (a) for the purchase or payment of any such primary obligation or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor or (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

Contract Consideration”: as defined in the definition of “Excess Cash Flow.”Subsection 4.4(e)(iii)(A)(2)(z).

Contractual Obligation”: as to any Person, any provision of any material security issued by such Person or of any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

Contribution Amounts”: the aggregate amount of capital contributions applied by the Borrower to permit the Incurrence of Contribution Indebtedness pursuant to Subsection 8.1(b)(xi).

 

26


Contribution Indebtedness”: Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions, the Pubco IPO Transaction Proceeds, the proceeds from the issuance of Disqualified Stock or contributions by the Borrower or any Restricted Subsidiary) made to the capital of the Borrower or such Restricted Subsidiary after the Closing Date (whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution Indebtedness (a) is Incurred within 180 days after the receipt of the related cash contribution and (b) is so designated as Contribution Indebtedness pursuant to a certificate of a Responsible Officer of the Borrower promptly following the date of Incurrence thereof.

“Core & Main Buyer”: Core & Main Buyer, Inc., a Delaware corporation, and any successor in interest thereto.

“Core & Main Connector”: Core & Main Connector, LLC, a Delaware limited liability company, and any successor in interest thereto.

“Covered Entity”: any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Instrument”: as defined in Subsection 11.1(k).

Covered Liabilities”: as defined in Subsection 11.21.

“COVID-19”: the novel coronavirus disease, COVID-19 virus (SARS-COV-2 and all related strains and sequences) or mutation (or antigenic shift or drift) thereof or a disease or public health emergency resulting therefrom.

Cured Default”: as defined in Subsection 1.2(c).

Currency Agreement”: in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary.

Debt Financing”: the debt financing transactions contemplated under (a) the Loan Documents, (b) the ABL Facility Documents and (c) the Senior Notes Documents, in each case including any Interest Rate Agreements related thereto.

Declined Amounts”: the sum of (x) the Term Loan Declined Amounts and (y) the amount of Excess Cash Flow and Net Available Cash Proceeds of any Asset Disposition offered (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations and which the holders of such Indebtedness decline to accept pursuant to the terms equivalent to Subsection 4.4(h) (as determined by the Borrower in good faith, which determination shall be conclusive).

 

27


Default”: any of the events specified in Subsection 9.1, whether or not any requirement for the giving of notice (other than, in the case of Subsection 9.1(e), a Default Notice), the lapse of time, or both, or any other condition specified in Subsection 9.1, has been satisfied.

“Default Direction”: as defined in Subsection 11.1(k).

Default Notice”: as defined in Subsection 9.1(e).

“Default Right”: has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. § 252.81, 47.2 or 382.1, as applicable.

Defaulting Lender”: subject to Subsection 4.14(g), any Lender or Agent whose circumstances, acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of Lender Default.

Deposit Account”: any deposit account (as such term is defined in Article 9 of the UCC).

“Designated Affiliate”: as defined in Subsection 11.1(k).

Designated Noncash Consideration”: the non-cash consideration received by the Borrower or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation.

Designated Preferred Stock”: Preferred Stock of the Borrower (other than Disqualified Stock) or any Parent Entity or IPO Vehicle that is issued after the Closing Date for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to a certificate of a Responsible Officer of the Borrower; provided that the cash proceeds of such issuance shall be excluded from the calculation set forth in Subsection 8.2(a)(3)(B).

Designation Date”: as defined in Subsection 2.10(f).

Discharge”: as defined in clause (2) of the definition of “Consolidated Coverage Ratio.”to repay, repurchase, redeem, defease or otherwise acquire, retire or discharge; and the term “Discharged” shall have a correlative meaning.

Discharge of ABL Collateral Obligations”: the “Discharge of ABL Collateral Obligations” as defined in the ABL/Term Loan Intercreditor Agreement or the equivalent term in any Other Intercreditor Agreement.

Discount Prepayment Accepting Lender”: as defined in Subsection 4.4(l)(ii)(2).

Discount Range”: as defined in Subsection 4.4(l)(iii)(1).

Discount Range Prepayment Amount”: as defined in Subsection 4.4(l)(iii)(1).

 

28


Discount Range Prepayment Notice”: a written notice of the Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Subsection 4.4(l) substantially in the form of Exhibit O.

Discount Range Prepayment Offer”: the irrevocable written offer by a Lender, substantially in the form of Exhibit P, submitted in response to an invitation to submit offers following the Administrative Agent’s receipt of a Discount Range Prepayment Notice.

Discount Range Prepayment Response Date”: as defined in Subsection 4.4(l)(iii)(1).

Discount Range Proration”: as defined in Subsection 4.4(l)(iii)(3).

Discounted Prepayment Determination Date”: as defined in Subsection 4.4(l)(iv)(3).

Discounted Prepayment Effective Date”: in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, or otherwise, the date that is five Business Days following the receipt by each relevant Lender of notice from the Administrative Agent in accordance with Subsection 4.4(l)(ii), Subsection 4.4(l)(iii) or Subsection 4.4(l)(iv), as applicable unless a shorter period is agreed to between the Borrower and the Administrative Agent.

Discounted Term Loan Prepayment”: as defined in Subsection 4.4(l)(i).

Disinterested Directors”: with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Borrower, or one or more members of the Board of Directors of a Parent Entity or IPO Vehicle, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Borrower or any Parent Entity or IPO Vehicle or any options, warrants or other rights in respect of such Capital Stock or by reason of such member receiving any compensation from the Borrower or any Parent Entity or IPO Vehicle, as applicable, on whose Board of Directors such member serves in respect of such member’s role as director.

Disposition”: as defined in the definition of “Asset Disposition” in this Subsection 1.1.

Disqualified Party”: (i) any competitor of the Borrower and its Restricted Subsidiaries that is in the same or a similar line of business as the Borrower and its Restricted Subsidiaries or any affiliate of such competitor and, (ii) any PersonsPerson whose principal investment strategy is investing in distressed debt or the pursuance of loan-to-own strategies that is identified from time to time in writing by the Borrower or CD&R to the Administrative Agent, (iii) any Person designated in writing by the Borrower or CD&R to the Administrative Agent (a) on or prior to June 4, 2017.the First Amendment Effective Date or (b) following the First Amendment Effective Date with the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that in no event shall any

 

29


notice given pursuant to clauses (ii) and (iii)(b) above apply to retroactively disqualify any Person who previously acquired and continues to hold, any Loans, Commitments or participations prior to the receipt of such notice, and (iv) any Lender that has made an incorrect representation or warranty or deemed representation or warranty with respect to not being a Net Short Lender as provided in Subsection 11.1(k); provided, that any Lender that has inadvertently or unintentionally made such incorrect representation or warranty or deemed representation or warranty with respect to not being a Net Short Lender shall cease to be a Disqualified Party if it has notified the Borrower in good faith that it has made such incorrect representation or warranty or deemed representation or warranty inadvertently or unintentionally.

Disqualified Stock”: with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control” or an Asset Disposition or other disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control” or an Asset Disposition or other disposition), in whole or in part, in each case on or prior to the Initial Term Loan Maturity Date; provided that Capital Stock issued to any employee benefit plan, or by any such plan to any employees of the Borrower or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations.

“Division”: as defined in Subsection 1.2(k).

Dollars” and “$”: dollars in lawful currency of the United States of America.

Domestic Borrowing Base”: the sum of (1) 90.0% of the book value of Inventory of the Borrower and its Domestic Subsidiaries that are Restricted Subsidiaries, (2) 90.0% of the book value of Receivables of the Borrower and its Domestic Subsidiaries that are Restricted Subsidiaries and (3) cash, Cash Equivalents and Temporary Cash Investments of the Borrower and its Domestic Subsidiaries that are Restricted Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the Borrower for which internal consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available, and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any property or assets of a type described above being acquired in connection therewith).

Domestic Subsidiary”: any Restricted Subsidiary of the Borrower other than a Foreign Subsidiary.

“Earlier Maturity Date Basket”: at any date of determination, an amount equal to the greater of (1) $200,000,000 and (2) 50.0% of Four Quarter Consolidated EBITDA.

 

30


“ECF Acquisition”: as defined in clause (a)(iii) of the definition of “Excess Cash Flow”.

“ECF Disposition”: as defined in clause (a)(iii) of the definition of “Excess Cash Flow”.

ECF Payment Date”: as defined in Subsection 4.4(e)(iii).

ECF Prepayment Amount”: as defined in Subsection 4.4(e)(iii).

EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition and is subject to the supervision of an EEA Resolution Authority, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision of an EEA Resolution Authority with its parent.

EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein and Norway.

EEA Resolution Authority”: any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

Environmental Costs”: any and all costs or expenses (including attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to, any actual or alleged violation of, noncompliance with or liability under any Environmental Laws. Environmental Costs include any and all of the foregoing, without regard to whether they arise out of or are related to any past, pending or threatened proceeding of any kind.

Environmental Laws”: any and all U.S. or foreign, federal, state, provincial, territorial, local or municipal laws, rules, orders, enforceable guidelines and orders-in-council, regulations, statutes, ordinances, codes, decrees, and such requirements of any Governmental Authority properly promulgated and having the force and effect of law or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health (as it relates to exposure to Materials of Environmental Concern) or the environment, as have been, or now or at any relevant time hereafter are, in effect.

Environmental Permits”: any and all permits, licenses, registrations, notifications, exemptions and any other authorization required under any Environmental Law.

 

31


Equity Contribution”: the direct or indirect cash equity contribution to Passthrough Holdings and New Blocker (with any cash equity contribution to Passthrough Holdings and New Blocker used in full to finance the Transactions or otherwise contributed to the Borrower) by CD&R Fund X and any other investors arranged by CD&R (collectively, the “Investors”), in an aggregate amount, when combined with the value of the equity of management of the Waterworks Business retained, rolled over or otherwise invested in connection with the Transactions is equal to at least 25% of the pro forma capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions; provided that, for purposes of such calculation increased levels of Indebtedness (x) from any ABL Facility Loans Incurred on the Closing Date, other than Borrowings to finance the Transactions and (y) as a result of OID and/or upfront fees in respect of the Facilities and/or the Senior Notes other than the upfront fees (including such upfront fees that are structured as OID) payable under the Fee Letter shall be excluded from such calculation.

ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

Escrow Borrower”: as defined in Subsection 2.8(a).

Escrow Subsidiary”: a Wholly Owned Domestic Subsidiary formed or, established or designated for the purpose of Incurring Indebtedness the proceeds of which will be subject to an escrow or other similar arrangement; provided that upon the termination of all such escrow or similar arrangementarrangements of such Subsidiary, such Subsidiary shall cease to constitute an “Escrow Subsidiary” hereunder and shall merge with and into the Borrower or one of its Restricted Subsidiaries that is a Loan Party in accordance with Subsection 8.7. Prior to its merger with and into the Borrowersuch Person, each Escrow Subsidiary shall not own, hold or otherwise have any interest in any material assets other than the proceeds of the applicable Indebtedness Incurred by such Escrow Subsidiary and any cash, Cash Equivalents or Temporary Cash Investments Investedinvested in such Escrow Subsidiary to cover interest and premium in respect of such Indebtedness.

“Ethically Screened Affiliate”: any Affiliate of a Person that (i) is managed as to day-to-day matters (but excluding, for the avoidance of doubt, as to strategic direction and similar matters) independently from such Person and any other Affiliate of such Person that is not an Ethically Screened Affiliate, (ii) has in place customary information screens between it and such Person and any other Affiliate of such Person that is not an Ethically Screened Affiliate and (iii) such Person or any other Affiliate of such Person that is not an Ethically Screened Affiliate does not direct or cause the direction of the investment policies of such entity, nor does such Person’s or any such other Affiliate’s investment decisions influence the investment decisions of such entity.

EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Adjusted LIBOR Rate.

 

32


Event of Default”: any of the events specified in Subsection 9.1, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

Excess Cash Flow”: for any period, an amount equal to the excess of:

(a) the sum, without duplication, of

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in calculating such Consolidated Net Income and cash receipts to the extent excluded in calculating such Consolidated Net Income (except to the extent such cash receipts are attributable to revenue or other items that would be included in calculating Consolidated Net Income for any prior period),

(iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising (x) from any acquisition or disposition of (a) any business unit, division, line of business or Person or (b) any assets other than in the ordinary course of business (each, an “ECF Acquisition” or “ECF Disposition”, respectively) by the Borrower and the Restricted Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a result of the reclassification of any balance sheet item from short-term to long-term or vice versa),

(iv) an amount equal to the aggregate net non-cash loss on Asset Dispositions (or any disposition specifically excluded from the definition of “Asset Disposition”) by the Borrower and theor any Restricted SubsidiariesSubsidiary during such period (other than in the ordinary course of business) to the extent deducted in calculating such Consolidated Net Income,

(v) cash receipts in respect of Hedge Agreements during such period to the extent not otherwise included in calculating such Consolidated Net Income, and

(vi) any extraordinary, unusual or, nonrecurring cash gain,, exceptional, special or infrequent cash gain and any other cash gain not in the ordinary course of business (as reasonably determined and calculated by the Borrower in good faith, which determination shall be conclusive), in each case to the extent deducted in calculating such Consolidated Net Income,

over (b) the sum, without duplication, of

(i) an amount equal to the amount of all non-cash credits included in calculating such Consolidated Net Income and cash charges to the extent not deducted in calculating such Consolidated Net Income,

(ii) [reserved],

 

33


(iii) the aggregate amount of all principal payments, purchases or other retirements of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Financing Lease Obligations, and (Bthe amount of any repayment of Term Loans pursuant to Subsection 2.2(b) and (C) the amount of a mandatory prepayment of Term Loans pursuant to Subsection 4.4(e)(i) and any mandatory prepayment, repayment or redemption of Pari Passu Indebtedness pursuant to requirements under the agreements governing such Pari Passu Indebtedness similar to the requirements set forth in Subsection 4.4(e)(i) (as determined by the Borrower in good faith, which determination shall be conclusive), to the extent required due to an Asset Disposition (or any disposition specifically excluded from the definition of “Asset Disposition”) that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding (x) all other prepayments of Loans, (y) all prepayments of ABL Facility Loans and (z) all prepayments of revolving loans (other than Revolving Loans hereunder), to the extent there is not an equivalent permanent reduction in commitments thereunder) made during such period, except to the extent financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries,

(iv) an amount equal to the aggregate net non-cash gain on Asset Dispositions (or any disposition specifically excluded from the definition of “Asset Disposition”) by the Borrower and the Restricted Subsidiaries during such period (other than in the ordinary course of business) to the extent included in calculating such Consolidated Net Income,

(v) increases in Consolidated Working Capital for such period (other than any such increases arising (x) from any ECF Acquisition or ECF Disposition by the Borrower and the Restricted Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a result of the reclassification of any balance sheet item from short-term to long-term or vice versa),

(vi) payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness, to the extent not already deducted in calculating Consolidated Net Income,

(vii) [reserved],

(viii) the amount of Restricted Payments (other than Investments) made in cash during such period (on a consolidated basis) by the Borrower and the Restricted Subsidiaries pursuant to Subsection 8.2(b) (other than with respect to Related Taxes pursuant to Subsection 8.2(b)(vii)(C) and pursuant to Subsections 8.2(b)(vi), (vii)(B) and (xvi)), to the extent such Restricted Payments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,

 

34


(ix) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and are not deducted in calculating Consolidated Net Income,

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted in calculating Consolidated Net Income,

(xi) [reserved],

(xii) the aggregate amount of Permitted Payments made pursuant to Subsection 8.2(b)(vii)(B), with respect to Related Taxes pursuant to Subsection 8.2(b)(vii)(C) and taxes (including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in calculating such Consolidated Net Income for such period,

(xiii) cash expenditures in respect of Hedge Agreements during such period to the extent not deducted in calculating such Consolidated Net Income, and

(xiv) (v) any extraordinary, unusual or, nonrecurring, exceptional, special or infrequent cash loss or charge and any other cash loss or charge not in the ordinary course of business (as reasonably determined and calculated by the Borrower in good faith, which determination shall be conclusive) (including fees, expenses, charges (or any amortization thereof) associated with the Transactions, the Tranche B Effective Date Transactions or any acquisition, merger or consolidation, whether or not completed), (w) any fees and expenses (or amortization thereof), and any charges or costs, in connection with or related to any acquisition, Investment, Asset Disposition, issuance of Capital Stock, issuance, repayment or other equity offering, dividend, distribution or other Restricted Payment, Incurrence, Discharge or refinancing of Indebtedness, or amendment or modification of any agreement or instrument relating to any Indebtedness (in each case, whether or not completed, after the date hereof or any accounting changeconsummated or Incurred, and including (i) any such transaction consummated prior to the date hereofClosing Date, (ii) any offering or sale of Capital Stock of a Parent Entity or an IPO Vehicle to the extent the proceeds thereof were contributed, or if not consummated, were intended to be contributed to the equity capital of the Borrower or any of its Restricted Subsidiaries and (iii) any rating agency fees, consulting fees and other related expenses and/or letter of credit or similar fees), (x) any severance, relocation, consolidation, closing, integration, facilities opening, business optimization and/or similar initiatives or programs, transition or restructuring costs, charges or

 

35


expenses (whether or not classified as restructuring costs, charges or expenses on the consolidated financial statements of the Borrower), (y) any signing, stretch, retention or completion bonuses and (z) any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans, in each case, to the extent not already deducted in calculating Consolidated Net Income.

For the avoidance of doubt, any amounts received or paid in respect of purchase price adjustments in accordance with the Plumb Acquisition Agreement shall be disregarded in calculating Excess Cash Flow.

Exchange Act”: the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Agreement”: the Exchange Agreement, dated as of the [First Amendment Effective Date], by and among Pubco, Topco and holders of Capital Stock in Topco from time to time party thereto, pursuant to which, among other things, such holders may exchange Capital Stock in Topco and Capital Stock in Pubco for Capital Stock in Pubco, as the same may be amended, supplemented, waived or otherwise modified from time to time.

“Exchanging Term Lender”: as defined in Subsection 2.1(c)(ii).

“Excluded Affiliate”: as defined in Subsection 11.1(k).

Excluded Assets”: as defined in the Guarantee and Collateral Agreement.

Excluded Contribution”: Net Cash Proceeds, or the Fair Market Value (as of the date of contribution, issuance or sale) of property or assets, received by the Borrower as capital contributions to the Borrower after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Borrower, in each case to the extent designated as an Excluded Contribution pursuant to a certificate of a Responsible Officer of the Borrower and not previously included in the calculation set forth in Subsection 8.2(a)(3)(B)(x) for purposes of determining whether a Restricted Payment may be made.

Excluded Information”: as defined in Subsection 4.4(l)(i).

Excluded Liability”: any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

Excluded Subsidiary”: at any date of determination, any Subsidiary of the Borrower:

(a) that is an Immaterial Subsidiary;

 

36


(b) that is prohibited by Requirement of Law or Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from Guaranteeing, or granting Liens to secure, the Term Loan Facility Obligations or if Guaranteeing, or granting Liens to secure, the Term Loan Facility Obligations would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received;

(c) with respect to which the Borrower and the Administrative Agent reasonably agree that the burden or cost or other consequences of providing a guarantee of the Term Loan Facility Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom;

(d) with respect to which the provision of such guarantee of the Term Loan Facility Obligations would result in material adverse tax consequences to Management Holdings, Waterworks Holdings, Pubco, New Blocker, New Blocker Holdings, Blocker Holdings, Passthrough Holdings, Management Holdings, the BorrowerTopco or one of its Subsidiaries (or, at the election of the Borrower in connection with an initial public offering or other restructuring of the Borrower, any Parent Entity or IPO Vehicle, the Borrower or any of its Subsidiaries) (as determined by the Borrower in good faith, which determination shall be conclusive, and the Borrower shall take commercially reasonable efforts to promptly notify the Administrative Agent of any such determination, but failure to so notify the Administrative Agent shall not invalidate such determination);

(e) that is a Subsidiary of a Foreign Subsidiary;

(f) that is a joint venture or Non-Wholly Owned Subsidiary;

(g) that is an Unrestricted Subsidiary;

(h) that is a Captivean Insurance Subsidiary;

(i) that is a Special Purpose Entity;

(j) that is a Subsidiary formed solely for the purpose of (x) becoming a Parent Entity, or (y) merging with the Borrower in connection with another Subsidiary becoming a Parent Entity, in each case to the extent such entity becomes a Parent Entity or is merged with the Borrower within 60 days of the formation thereof, or otherwise creating or forming a Parent Entity;

(k) that is a Subsidiary acquired by the Borrower or any Subsidiary and, at the time of the relevant acquisition, is an obligor in respect of Acquired Indebtedness to the extent (and solely for so long as) the documents or instruments governing the applicable Acquired Indebtedness prohibits such Subsidiary from granting a Guarantee of the Term Loan Facility Obligations; or

(l) that is an Escrow Subsidiary; or

(m) that is a not-for-profit Subsidiary;

 

37


provided that, notwithstanding the foregoing, (x) no Subsidiary that becomes a Guarantor at the election of the Borrower pursuant to Subsection 7.9(b) shall be an Excluded Subsidiary until it is released from its Term Loan Facility Obligations pursuant to Subsection 7.9(b) and (y) any Domestic Subsidiary that Guarantees the payment of, or is a borrower or obligor in respect of, the Senior ABL Facility or the Senior Notes shall not be an Excluded Subsidiary.

Subject to the proviso in the preceding sentence, any Subsidiary that fails to meet the foregoing requirements as of the last day of the period of the most recent four consecutive Fiscal Quarters for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available shall continue to be deemed an Excluded Subsidiary hereunder until the date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Subsection 7.1 with respect to such period.

Excluded Taxes”: (a) any Taxes measured by or imposed upon the net income of any Agent or Lender or its applicable lending office, or any branch or affiliate thereof, and all franchise Taxes, branch Taxes, Taxes on doing business or Taxes measured by or imposed upon the overall capital or net worth of any such Agent or Lender or its applicable lending office, or any branch or affiliate thereof, in each case imposed: (i) by the jurisdiction under the laws of which such Agent or Lender, applicable lending office, branch or affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between the jurisdiction imposing such Tax and such Agent or Lender, applicable lending office, branch or affiliate other than a connection arising solely from such Agent or Lender having executed, delivered or performed its obligations under, or received payment under or enforced, this Agreement or any Notes, and (b) any Tax imposed by FATCA.

Exempt Sale and Leaseback Transaction”: any Sale and Leaseback Transaction (a) in which the sale or transfer of property occurs within 180 days of the acquisition of such property by the Borrower or any of its Subsidiaries or (b) that involves property with a book value equal to the greater of $25,000,000 and 3.50% of Consolidated Tangible Assets (as of the date on which a legally binding commitment for such Sale and Leaseback Transaction was entered into) equal to the greater of $58,000,000 and 3.50% of Consolidated Tangible Assets or less and is not part of a series of related Sale and Leaseback Transactions involving property with an aggregate value in excess of such amount and entered into with a single Person or group of Persons. For purposes of the foregoing, “Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Borrower or any of its Subsidiaries of real or personal property that has been or is to be sold or transferred by the Borrower or any such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Subsidiary.

Existing Interest Rate”: as defined in Subsection 2.8(d)(v).

Existing Loans”: as defined in Subsection 2.10(a).

 

38


“Existing Term Lenders”: those Lenders holding an Original Initial Term Loan immediately prior to the First Amendment Effective Date.

Existing Term Loans”: as defined in Subsection 2.10(a).

Existing Term Tranche”: as defined in Subsection 2.10(a).

Existing Tranche”: as defined in Subsection 2.10(a).

Extended Loans”: as defined in Subsection 2.10(a).

Extended Term Loans”: as defined in Subsection 2.10(a).

Extended Term Tranche”: as defined in Subsection 2.10(a).

Extended Tranche”: as defined in Subsection 2.10(a).

Extending Lender”: as defined in Subsection 2.10(b).

Extension”: as defined in Subsection 2.10(b).

Extension Amendment”: as defined in Subsection 2.10(c).

Extension Date”: as defined in Subsection 2.10(d).

Extension Election”: as defined in Subsection 2.10(b).

Extension of Credit”: as to any Lender, the making of an Original Initial Term Loan (excluding any Supplemental Term Loans being made under the Original Initial Term Loan Tranche), a Tranche B Term Loan (excluding any Supplemental Term Loans being made under the Tranche B Term Loan Tranche) or an Incremental Revolving Loan (other than the initial extension of credit thereunder).

Extension Request”: as defined in Subsection 2.10(a).

Extension Request Deadline”: as defined in Subsection 2.10(b).

Extension Series”: all Extended Loans that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Loans provided for therein are intended to be part of any previously established Extension Series) and that provide for the same interest margins and amortization schedule.

Facility”: each of (a) the Original Initial Term Loan Commitments and the Extensions of Credit made thereunder (the “Initial Term Loan Facility”), (bthe Tranche B Term Loan Commitments and the Extensions of Credit made thereunder, (c) Incremental Term Loans of the same Tranche, (cd ) Incremental Revolving Commitments of the same Tranche and Extensions of Credit made thereunder, (de ) any Extended Term Loans of the same Extension Series and (ef) any Specified Refinancing Term Loans of the same Tranche (other than Tranche B Term Loans), and collectively the “Facilities.”

 

39


Fair Market Value”: with respect to any asset or property, the fair market value of such asset or property as determined in good faith by senior management of the Borrower or the Board of Directors, whose determination shall be conclusive.

FATCA”: Sections 1471 through 1474 of the Code as in effect on the Closing Date (and any amended or successor provisions that are substantively comparable), and any regulations or other administrative authority promulgated thereunder, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.

Federal District Court”: as defined in Subsection 11.13(a).

Federal Funds Effective Rate”: for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositarydepository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

Fee Letter”: the Fee Letter, dated as of June 4, 2017, as amended by the letter agreement, dated as of June 23, 2017, and the letter agreement, dated as of July 14, 2017, among Passthrough Holdings, Passthrough Mergersub, JPMorgan Chase Bank, N.A., Bank of America, N.A., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Barclays Bank PLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Royal Bank of Canada, Goldman Sachs Bank USA, Natixis, New York Branch and Nomura Corporate Funding Americas, LLC.

Financing Disposition”: any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets (a) by the Borrower or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets or (b) by the Borrower or any Subsidiary thereof to or in favor of any Special Purpose Entity that is not a Special Purpose Subsidiary.

Financing Lease Obligation”: an obligation that is”: any lease of property, real or personal, the obligations of the lessee in respect of which are required to be classified and accounted for as a capitalized or financing lease (and not, for the avoidance of doubt, notas an operating lease) on the balance sheet of such lessee for financial reporting purposes in accordance with GAAP prior to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842) by the Financial Accounting Standards Board (and all calculations and deliverables under this Agreement (other than those made under Subsection 7.1) shall be made or delivered, as applicable, based on GAAP as in effect prior to such adoption). The Stated Maturity of any Financing Lease Obligation shall be the date of the last payment of rent or any other amount due under the related lease.

 

40


FIRREA”: the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time.

“Financing Lease Obligation”: an obligation under any Financing Lease.

“First Amendment”: the First Amendment, dated as of [], 2021, by and among the Borrower, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date”: [], 2021.

First Lender Joinder Agreement Effective Date”: July 8, 2019.

First Lien Obligations”: (i) the Term Loan Facility Obligations and (ii) the Additional Obligations, Permitted Debt Exchange Notes, Rollover Indebtedness and Refinancing Indebtedness in respect of the Indebtedness described in this clause (ii) (other than any such Additional Obligations, Permitted Debt Exchange Notes, Rollover Indebtedness and Refinancing Indebtedness that are unsecured or secured by a Lien ranking junior to the LienLiens securing the Term Loan Facility Obligations) secured by a first priority security interest in the Term Loan Priority Collateral and a second priority security interest in the ABL Priority Collateral, collectively.

first priority”: with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the most senior Lien to which such Collateral is subject (subject to Liens permitted hereunder (including Permitted Liens) applicable to such Collateral which have priority over the respective Liens on such Collateral created pursuant to the relevant Security Document (or, in the case of Collateral constituting Pledged Stock (as defined in the Guarantee and Collateral Agreement), Permitted Liens of the type described in clauses (a), (k)(4) (other than subclause (z)), (l), (m), (n), (p)(1), (s) and, solely with respect to Permitted Liens described in the foregoing clauses, (o) of the definition thereof)). For purposes of this definition, a Lien purported to be created in any Collateral pursuant to any Security Document will be construed as the “most senior Lien” to which such Collateral is subject, notwithstanding the existence of a Permitted Lien on the Collateral that is pari passu with the Lien on such Collateral, so long as such Permitted Lien is subject to the terms of the ABL/Term Loan Intercreditor Agreement or an Other Intercreditor Agreement.

Fiscal Quarter”: for any fiscal year, each 13-week or 14-week fiscal period commencing on the day immediately following the last day of the previous Fiscal Quarter and ending on the Sunday closest to January 31, April 30, July 31 and October 31 (as applicable) of such fiscal year, or as otherwise designated by the Borrower in accordance with Subsection 7.12.

Fixed GAAP Date”: the ClosingFirst Amendment Effective Date; provided that at any time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice.

 

41


Fixed GAAP Terms”: (a) the definitions of the terms “Borrowing Base”, “Capital Expenditures”, “Consolidated Coverage Ratio”, “Consolidated EBITDA”, “Consolidated Interest Expense”, “Consolidated Net Income”, “Consolidated Secured Indebtedness”, “Consolidated Secured Leverage Ratio”, “Consolidated Tangible Assets”, “Consolidated Total Indebtedness”, “Consolidated Total Leverage Ratio”, “Consolidated Working Capital”, “Consolidation”, “Domestic Borrowing Base”, “Excess Cash Flow”, “Financing Lease Obligation”, “Foreign Borrowing Base”, “Four Quarter Consolidated EBITDA”, “Inventory” and “Receivable”, (b) all defined terms in this Agreement to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Agreement or the Loan Documents that, at the Borrower’s election, may be specified by the Borrower by written notice to the Administrative Agent from time to time.

Foreign Borrowing Base”: the sum of (1) 90% of the book value of Inventory of the Borrower’s Foreign Subsidiaries that are Restricted Subsidiaries, (2) 90% of the book value of Receivables of the Borrower’s Foreign Subsidiaries that are Restricted Subsidiaries and (3) cash, Cash Equivalents and Temporary Cash Investments of the Borrower’s Foreign Subsidiaries that are Restricted Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the Borrower for which internal consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available, and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any property or assets of a type described above being acquired in connection therewith).

Foreign Pension Plan”: a registered pension plan which is subject to applicable pension legislation other than ERISA or the Code, which a Restricted Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions.

Foreign Plan”: each Foreign Pension Plan, deferred compensation or other retirement or superannuation plan, fund, program, agreement, commitment or arrangement whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to be contributed to, or with respect to which any liability is borne, outside the United States of America, by the Borrower or any of its Restricted Subsidiaries, other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority.

Foreign Subsidiary”: any Subsidiary of the Borrower (a) that is organized under the laws of any jurisdiction outside of the United States of America and any Subsidiary of such Foreign Subsidiary or (b) that is a Foreign Subsidiary Holdco. Any subsidiary of the Borrower which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America shall be a Foreign Subsidiary.

 

42


Foreign Subsidiary Holdco”: any Restricted Subsidiary of the Borrower, so long as such Restricted Subsidiary has no material assets other than shares, equity interests, Capital Stock or other securities or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof), and/or other assets (including cash, Cash Equivalents and Temporary Cash Investments) relating to an ownership interest in any such securities, indebtedness, intellectual property or Subsidiaries. Any Subsidiary which is a Foreign Subsidiary Holdco that fails to meet the foregoing requirements as of the last day of the period for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available shall continue to be deemed a “Foreign Subsidiary Holdco” hereunder until the date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Subsection 7.1 with respect to such period.

Four Quarter Consolidated EBITDA”: as of any date of determination, the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the date of such determination for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available (determined for any fiscal quarter (or portion thereof) ending prior to the Closing Date, on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four quarter period), provided that:

(1) if, since the beginning of such period, the Borrower or any Restricted Subsidiary shall have made a Sale (including any Sale occurring in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the company, business, group of assets or Subsidiary that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;

(2) if, since the beginning of such period, the Borrower or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and

(3) if, since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Borrower or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required an adjustment pursuant to clause (1) or (2) above if made by the Borrower or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period.

 

43


For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including, without limitation, in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or another authorizedResponsible Officer of the Borrower, which determination shall be conclusive; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the Borrower to be taken no later than 2436 months after the date of determination.

Funded Debt”: all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Borrower or any Restricted Subsidiary, to a date that is more than one year from such date, or that arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of such debt required to be paid or prepaid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Term Loans.

GAAP”: generally accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement), including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession, and subject to the following sentence. If at any time the SEC permits or requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) may elect by written notice to the Administrative Agent to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement) and (b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained in this Agreement shall be computed in conformity with GAAP.

Governmental Authority”: the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

Guarantee”: any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

 

44


Guarantee and Collateral Agreement”: the Term Loan Guarantee and Collateral Agreement delivered to the Collateral Agent as of the date hereofClosing Date, substantially in the form of Exhibit B hereto, as the same may be amended, supplemented, waived or otherwise modified from time to time.

Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any such obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith, which determination shall be conclusive.

Guarantor Subordinated Obligations”: with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Closing Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guaranty pursuant to a written agreement.

Guarantors”: the collective reference to each Holding Company (or any Successor Holding Company in respect thereof pursuant to and as defined in Subsection 9.16(e) of the Guarantee and Collateral Agreement) (unless and until such Holding Company is released from all of its obligations pursuant to Subsection 9.16(h) of the Guarantee and Collateral Agreement) and each Subsidiary Guarantor; individually, a “Guarantor.”

Hedge Agreements”: collectively, Interest Rate Agreements, Currency Agreements and Commodities Agreements.

Hedging Obligations”: as to any Person, the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement.

 

45


Holding Companies”: Passthrough Holdings, Blocker Holdings and Management Holdings, collectivelyMidco and Intermediate GP, collectively (and, in each case, any Successor Holding Company in respect thereof pursuant to and as defined in Subsection 9.16(e) of the Guarantee and Collateral Agreement), and each individually, a “Holding Company.”

Identified Participating Lenders”: as defined in Subsection 4.4(l)(iii)(3).

Identified Qualifying Lenders”: as defined in Subsection 4.4(l)(iv)(3).

IFRS”: International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such board, or the SEC, as the case may be), as in effect from time to time.

Immaterial Subsidiary”: any Subsidiary of the Borrower designated as such in writing by the Borrower to the Administrative Agent that (i) (x) contributed 5.0% or less of Consolidated EBITDA for the period of the most recent four consecutive Fiscal Quarters ending prior to the date of such determination for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available, and (y) had consolidated assets representing 5.0% or less of Consolidated Tangible Assets as of the end of the most recently ended financial period for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available; and (ii) together with all other Immaterial Subsidiaries designated pursuant to the preceding clause (i), (x) contributed 5.07.5% or less of Consolidated EBITDA for the period of the most recent four consecutive Fiscal Quarters ending prior to the date of such determination for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available, and (y) had consolidated assets representing 5.07.5% or less of Consolidated Tangible Assets as of the end of the most recently ended financial period for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available. Any Subsidiary so designated as an Immaterial Subsidiary that fails to meet the foregoing requirements as of the last day of the period of the most recent four consecutive Fiscal Quarters for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available shall continue to be deemed an “Immaterial Subsidiary” hereunder until the date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Subsection 7.1(a) or 7.1(b) with respect to such period.

Increase Supplement”: as defined in Subsection 2.8(c).

Increased Amount”: as defined in Subsection 2.8(d)(v).

 

46


Incremental Commitment Amendment”: as defined in Subsection 2.8(d).

Incremental Commitments”: as defined in Subsection 2.8(a).

Incremental Indebtedness”: Indebtedness Incurred by the Borrower pursuant to and in accordance with Subsection 2.8.

Incremental Lenders”: as defined in Subsection 2.8(b).

Incremental Letter of Credit Commitments”: as defined in Subsection 2.8(a).

Incremental Loans”: as defined in Subsection 2.8(d).

Incremental Revolving Commitments”: as defined in Subsection 2.8(a).

Incremental Revolving Loans”: any loans drawn under an Incremental Revolving Commitment.

Incremental Term Loan”: any Incremental Loan made pursuant to an Incremental Term Loan Commitment.

Incremental Term Loan Commitments”: as defined in Subsection 2.8(a).

Incur”: issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms “Incurs”, “Incurred” and “Incurrence” shall have a correlative meaning; provided that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, will be deemed not to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.

Indebtedness”: with respect to any Person on any date of determination (without duplication):

(i) the principal of indebtedness of such Person for borrowed money;

(ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(iii) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers’ acceptances or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed) (except to the extent such reimbursement obligations relate to Trade Payables and such obligations are expected to be satisfied within 30 days of becoming due and payable);

 

47


(iv) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade Payables), which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto;

(v) all Financing Lease Obligations of such Person;

(vi) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such Person is a Subsidiary of the Borrower other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value shall be as determined in good faith by senior management of the Borrower, the Board of Directors of the Borrower or the Board of Directors of the issuer of such Capital Stock, in each case which determination shall be conclusive);

(vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower, which determination shall be conclusive) and (B) the amount of such Indebtedness of such other Persons;

(viii) all Guarantees by such Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person; and

(ix) to the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time);

provided that Indebtedness shall not include (t) any obligations attributable to the exercise of dissenters’ or appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, (u) any liability for federal, state, local or other taxes owed or owing to any government or other taxing authority, (v) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (w) obligations, to the extent such obligations constitute Indebtedness, under any agreement that has been defeased or satisfied and discharged pursuant to

 

48


the terms of such agreement, (x) Contingent Obligations Incurredincurred in the ordinary course of business or consistent with past practice, (y) in connection with the purchase by the Borrower or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, (so long as (i) at the time of closing, the amount of any such payment is not determinable and, (ii) to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner) or (z) for the avoidance of doubt, any obligations or liabilities which would be required to be classified and accounted for as an operating lease for financial reporting purposes in accordance with GAAP as of the date hereofprior to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842) by the Financial Accounting Standards Board.

The amount of Indebtedness of any Person at any date shall be determined as set forth above or as otherwise provided for in this Agreement, or otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP.

Indemnified Liabilities”: as defined in Subsection 11.5(d).

Indemnitee”: as defined in Subsection 11.5(d).

Initial Agreement”: as defined in Subsection 8.3(c).

Initial Default”: as defined in Subsection 1.2(c).

Initial Lien”: as defined in Subsection 8.6.

Initial Term Loan”: as defined in Subsection 2.1(a)collectively, the Original Initial Term Loans and the Tranche B Term Loans.

Initial Term Loan Commitment”: as to any Lender, its obligation to make Initial Term Loans to the Borrower pursuant to Subsection 2.1(a) in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s name in Schedule A under the heading “the Original Initial Term Loan Commitment”; collectively, as to all the Lenders, the “ Initial Term Loan Commitments.” The original aggregate amount of the Initial Term Loan Commitments on the Closing Date is $1,075,000,000. (if any) and the Tranche B Term Loan Commitment (if any).

Initial Term Loan Facility”: as defined in the definition of “Facility.”

Initial Term Loan Maturity Date”: August 1, 2024(a) prior to the First Amendment Effective Date, the Original Initial Term Loan Maturity Date and (b) from and after the First Amendment Effective Date, the Tranche B Term Loan Maturity Date.

Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

 

49


Installment Date”: as defined in Subsection 2.2(b)(i).

“Insurance Subsidiary”: any Subsidiary of the Borrower (i) that is a Captive Insurance Subsidiary or (ii) whose primary purpose and activity is the assumption of self-insurance risks and activities reasonably related thereto.

Intellectual Property”: as defined in Subsection 5.9.

Intercreditor Agreement Supplement”: as defined in Subsection 10.8(a).

Interest Payment Date”: (a) as to any ABR Loan, the last Business Day of each Fiscal Quarter to occur while such Loan is outstanding, and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, and (c) as to any Eurodollar Loan having an Interest Period longer than three months, (i) each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and (ii) the last day of such Interest Period.

Interest Period”: with respect to any Eurodollar Loan:

(a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending (x) one, two, three or six months (or if agreed to by each affected Lender, 12 months or a shorter period) thereafter or, (y) on the last day of the first fiscal quarter ending after the Closing Date or (z) on the last day of the first or the first full fiscal quarter ending after the First Amendment Effective Date, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and

(b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months (or if agreed to by each affected Lender, 12 months or a shorter period) thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period that would otherwise extend beyond the applicable Maturity Date shall (for all purposes other than Subsection 4.12) end on the applicable Maturity Date; and

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and.

 

50


(iv) the Borrower shall select Interest Periods so as not to require a scheduled payment of any Eurodollar Loan during an Interest Period for such Eurodollar Loan.

Interest Rate Agreement”: with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary.

“Intermediate GP”: Core & Main Intermediate GP, LLC, a Delaware limited liability company, and any successor in interest thereto.

Interpolated Screen Rate”: in relation to the LIBOR Rate for any Loan, the rate which results from interpolating on a linear basis between: (a) the rate appearing on the ICE Benchmark Administration page (or on any successor or substitute page of such service) for the longest period (for which that rate is available) which is less than the Interest Period and (b) the rate appearing on the ICE Benchmark Administration page (or on any successor or substitute page of such service) for the shortest period (for which that rate is available) which exceeds the Interest Period, each as of approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period.

Inventory”: goods held for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods that have been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP.

Investment”: in any Person by any other Person, any direct or indirect advance, loan or other extension of credit (other than to customers, dealers, distributors, licensees, franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course of business) or capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and Subsection 8.2 only, (i) “Investment” shall include the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary, provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Borrower’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation, (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value (as determined in good faith by the Borrower, which determination shall be conclusive) at the time of such transfer and (iii) for purposes of Subsection 8.2(a)(3)(C), the amount resulting from the redesignation of any Unrestricted Subsidiary as a Restricted

 

51


Subsidiary shall be the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of such redesignation. Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Borrower’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided that to the extent that the amount of Restricted Payments outstanding at any time pursuant to Subsection 8.2(a) is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such portion of such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to Subsection 8.2(a).

Investment Company Act”: the Investment Company Act of 1940, as amended from time to time.

Investment Grade Rating”: a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or any equivalent rating by any other Rating Agencynationally recognized rating agency.

Investment Grade Securities”: (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries; (iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii) above, which fund may also hold cash pending investment or distribution; and (iv) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

IPO Vehicle”: (a) anPubco and/or any other entity formed or designated for the purpose of facilitating an issuance or sale of common equity interests (which represent an indirect economic and/or voting interest in the Borrower or a Parent Entity and through which investors shall indirectly hold their equity interests in the Borrower or a Parent Entity) in an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) and such equity interests are listed on a nationally-recognized stock exchange in the U.S. and (banyNew Blocker, the Pubco Merger Subs and/or any Wholly Owned Subsidiary of the entity referred to in clause (a) above other than a Parent Entity or any Subsidiary of a Parent Entity (including the Pubco Merger Subs) (unless the entity in clause (a) is a Parent Entity, in which case other than the Borrower or any Subsidiary thereof).

Investors”: as defined in the definition of “Equity Contribution”.

“ISDA CDS Definitions”: as defined in Subsection 11.1(k).

Judgment Conversion Date”: as defined in Subsection 11.8(a).

Judgment Currency”: as defined in Subsection 11.8(a).

 

52


Junior Capital”: collectively, any Indebtedness of any Parent Entity or IPO Vehicle or the Borrower that (i) is not secured by any asset of the Borrower or any Restricted Subsidiary, (ii) is expressly subordinated to the prior payment in full of the Term Loan Facility Obligations hereunder on terms consistent with those for senior subordinated high yield debt securities issued by U.S. companies sponsored by CD&R (as determined in good faith by the Borrower, which determination shall be conclusive), (iii) has a final maturity date that is not earlier than, and provides for no scheduled payments of principal prior to, the date that is 91 days after the Initial Term Loan Maturity Date (other than through conversion or exchange of any such Indebtedness for Capital Stock (other than Disqualified Stock) of the Borrower, Capital Stock of any Parent Entity or IPO Vehicle or any other Junior Capital), (iv) has no mandatory redemption or prepayment obligations other than (a) obligations that are subject to the prior payment in full in cash of the Term Loans and (b) pursuant to an escrow or similar arrangement with respect to the proceeds of such Junior Capital and (v) does not require the payment of cash interest until the date that is 91 days after the Initial Term Loan Maturity Date.

Junior Debt”: (i) the Senior Notes (and Refinancing Indebtedness in respect thereof Incurred pursuant to Subsection 8.1(b)(iii)) and (iiany Subordinated Obligations and Guarantor Subordinated Obligations.

Junior Lien Intercreditor Agreement”: an intercreditor agreement substantially in the form of Exhibit J-2 to be entered into as required by the terms hereof, as amended, supplemented, waived or otherwise modified from time to time.

LCT Election”: as defined in Subsection 1.2(j).

LCT Test Date”: as defined in Subsection 1.2(j).

Lead Arrangers”: JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Royal Bank of Canada, Goldman Sachs Bank USA, Natixis, New York Branch and Nomura Securities International, Inc. as Joint Lead Arrangers.

Lender Default”: (a) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender (including any Agent in its capacity as Lender) to make available its portion of any incurrence of Loans, which refusal or failure is not cured within two Business Days after the date of such refusal or failure, (b) the failure of any Lender (including any Agent in its capacity as Lender) to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, (c) a Lender (including any Agent in its capacity as Lender) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations hereunder, (d) a Lender (including any Agent in its capacity as Lender) has failed, within 10 Business Days after request by the Administrative Agent, to confirm that it will comply with its funding obligations hereunder (provided that such Lender Default pursuant to this clause (d) shall cease to be a Lender Default upon receipt of such confirmation by the Administrative Agent) or (e) an Agent or a Lender has admitted in writing that it is insolvent or such Agent or Lender becomes subject to a Lender-Related Distress Event or Bail-In Action.

 

53


Lender Joinder Agreement”: as defined in Subsection 2.8(c).

Lender-Related Distress Event”: with respect to any Agent or Lender (each, a “Distressed Person”), a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Agent or Lender or any person that directly or indirectly controls such Agent or Lender by a Governmental Authority or an instrumentality thereof; provided, further, that the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator with respect to an Agent or Lender or any other person that directly or indirectly controls such Agent or Lender under the Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall not be deemed to be a “Lender-Related Distress Event” with respect to such Agent or Lender or any person that directly or indirectly controls such Agent or Lender.

Lenders”: the several lenders from time to time parties to this Agreement together with, in the case of any such lender that is a bank or financial institution, any affiliate of any such bank or financial institution through which such bank or financial institution elects, by notice to the Administrative Agent and the Borrower, to make any Loans available to the Borrower, provided that for all purposes of voting or consenting with respect to (a) any amendment, supplementationsupplement or modification of or to any Loan Document, (b) any waiver of any of the requirements of any Loan Document or any Default or Event of Default and its consequences or (c) any other matter as to which a Lender may vote or consent pursuant to Subsection 11.1, the bank or financial institution making such election shall be deemed the “Lender” rather than such affiliate, which shall not be entitled to so vote or consent.

Letter of Credit Facility”: any facility, in each case with one or more banks or other lenders, institutions or financing providers providing for letters of credit or bank guarantees, in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing.

Leverage Excess Proceeds”: as defined in Subsection 8.4(b).

Liabilities”: collectively, any and all claims, obligations, liabilities, causes of action, actions, suits, proceedings, investigations, judgments, decrees, losses, damages, fees, costs and expenses (including interest, penalties and fees and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case whether incurred, arising or existing with respect to third parties or otherwise at any time or from time to time.

 

54


LIBOR Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined by the Administrative Agent to be:

(a) the London Interbank Offered Rate for deposits in Dollars for a duration equal to or comparable to the duration of such Interest Period which appear on the relevant Reuters Monitor Money Rates Service page for the applicable currency (being currently the page designated as “LIBO”) (or such other commercially available source providing quotations of the London Interbank Offered Rates for deposits in Dollars as may be designated by the Administrative Agent from time to time and as consented to by the Borrower) at or about 11:00 A.M. (London time) two London Business Days before the first day of such Interest Period; or

(b) if no such page (or other source) is available, the Interpolated Screen Rate; or

(c) if no such page (or other source) is available and it is not possible to calculate an Interpolated Screen Rate for the applicable Loan, (x) the arithmetic mean of the rates per annum as supplied to the Administrative Agent at its request quoted by the Reference Banks to leading banks in the London interbank market two London Business Days before the first day of such Interest Period for deposits in Dollars of a duration equal to the duration of such Interest Period; provided that any Reference Bank that has failed to provide a quote in accordance with Subsection 4.6(c) shall be disregarded for purposes of determining the mean or (y) if consented to by the Borrower, the average of the rates per annum quoted by the Administrative Agent to leading banks in the London interbank market at or about 11:00 A.M. (London time) two London Business Days before the first day of such Interest Period for deposits in Dollars of a duration equal to the duration of such Interest Period.

If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Subsection 4.7 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Subsection 4.7 have not arisen but the supervisor for the administrator of the London Interbank Offered Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the London Interbank Offered Rate shall no longer be used for determining interest rates for loans in Dollars or the applicable Designated Foreign Currency, then, at the Borrower’s request, the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (including amendments to the Applicable Margin to preserve the terms of the economic transactions initially agreed to among the Borrower, on the one hand, and the Lenders on the other hand (including with respect to impact of any “floors”)). Notwithstanding anything to the contrary herein, such amendment shall become effective without any further action or consent of any other party to this Agreement.

Lien”: any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

 

55


Limited Condition Transaction”: (x) any acquisition, including by way of merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise, of any assets, business or Person, or any other Investment by one or more of the Borrower and its Subsidiaries of any assets, business or Person or any other Investment permitted by this Agreement, in each case, whose consummation is not conditioned on the availability of, or on obtaining, third party financing or (y) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

Loan”: each Initial Term Loan, Incremental Term Loan, Extended Term Loan, Specified Refinancing Term Loan or Incremental Revolving Loan, as the context shall require; collectively, the “Loans.”

Loan Documents”: this Agreement, any Notes, the Guarantee and Collateral Agreement, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement (on and after the execution thereof), each Other Intercreditor Agreement (on and after the execution thereof) and any other Security Documents, each as amended, supplemented, waived or otherwise modified from time to time.

Loan Parties”: each Holding Company (orincluding, in each case, any Successor Holding Company in respect thereof pursuant to and as defined in Subsection 9.16(e) of the Guarantee and Collateral Agreement) (unless and until such Holding Company is released from all of its obligations pursuant to Subsection 9.16(h) of the Guarantee and Collateral Agreement), the Borrower and the Subsidiary Guarantors; each individually, a “Loan Party.”

Management Advances”: (1) loans or advances made to directors, management members, officers, employees or consultants of any Parent Entity, IPO Vehicle, the Borrower or any Restricted Subsidiary (x) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business, (y) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this clause (z)) not exceeding $15,000,000the greater of $30,000,000 and 2.00% of Consolidated Tangible Assets in the aggregate outstanding at any time, (2) promissory notes of Management Investors acquired in connection with the issuance of Management Stock to such Management Investors, (3) Management Guarantees, or (4) other Guarantees of borrowings by Management Investors in connection with the purchase of Management Stock, which Guarantees are permitted under Subsection 8.1.

Management Guarantees”: guarantees (x) of up to an aggregate principal amount outstanding at any time of $30,000,000the greater of $60,000,000 and 4.00% of Consolidated Tangible Assets of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers, employees, management members or consultants of any Parent Entity, IPO Vehicle, the Borrower or any Restricted Subsidiary (1) in respect of travel, entertainment and moving related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $10,000,000the greater of $20,000,000 and 1.50% of Consolidated Tangible Assets in the aggregate outstanding at any time.

 

56


Management Holdings”: Core & Main Management Feeder, LLC (formerly known as CD&R Waterworks Management Feeder, LLC), a Delaware limited liability company, and any successor in interest thereto.

Management Indebtedness”: Indebtedness Incurred to (a) any Person other than a Management Investor of up to an aggregate principal amount outstanding at any time of $25,000,000the greater of $50,000,000 and 3.50% of Consolidated Tangible Assets, and (b) any Management Investor, in each case, to finance the repurchase or other acquisition of Capital Stock of the Borrower, any Restricted Subsidiary, any Parent Entity or IPO Vehicle (including any options, warrants or other rights in respect thereof) Management Stock from any Management Investor, which repurchase or other acquisition of Capital Stock is permitted by Subsection 8.2.

Management Investors”: the current or former management members, officers, directors, employees and other members of the management of any Parent Entity, IPO Vehicle, the Borrower or any of their respective Subsidiaries, or family members or relatives of any of the foregoing (provided that, solely for purposes of the definition of “Permitted Holders”, such relatives shall include only those Persons who are or become Management Investors in connection with estate planning for or inheritance from other Management Investors, as determined in good faith by the Borrower, which determination shall be conclusive), or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Borrower, any Restricted Subsidiary,of its Subsidiaries or any Parent Entity or IPO Vehicle (including any options, warrants or other rights in respect thereof).

Management Stock”: Capital Stock of the Borrower, any Restricted Subsidiary, or any Parent Entity or IPO Vehicle (including any options, warrants or other rights in respect thereof) held by any of the Management Investors.

Margin Stock”: as defined in Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

Market Capitalization”: an amount equal to (i) the total number of issued and outstanding shares of capital stock of the Borrower, any Parent Entity or IPO Vehicle (including all shares of Capital Stock of such Parent Entity or IPO Vehicle reserved for issuance upon conversion or exchange of Capital Stock of another Parent Entity or IPO Vehicle outstanding on such date) on the date of declaration of the relevant dividend or making of any other Restricted Payment, as applicable, multiplied by (ii) the arithmetic mean of the closing prices per share of such capital stock on the New York Stock Exchange (or, if the primary listing of such capital stock is on another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding such date.

 

57


Material Adverse Effect”: (x) on, or as of, the Closing Date, a Closing Date Material Adverse Effect, or (y) after the Closing Date, a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of the Borrower and its Restricted Subsidiaries taken as a whole (other than resulting from any event, development or circumstance related to the COVID-19 pandemic that was disclosed to the Lenders on or prior to the First Amendment Effective Date), (b) the validity or enforceability as to the Loan Parties (taken as a whole) party thereto of the Loan Documents taken as a whole or (c) the rights or remedies of the Agents and the Lenders under the Loan Documents, in each case, taken as a whole.

Material Subsidiaries”: Restricted Subsidiaries of the Borrower constituting, individually or in the aggregate (as if such Restricted Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

Materials of Environmental Concern”: any pollutants, contaminants, hazardous or toxic substances or materials or wastes defined, listed, or regulated as such in or under, or which may give rise to liability under, any applicable Environmental Law, including gasoline, petroleum (including crude oil or any fraction thereof), petroleum products or by-products, asbestos and polychlorinated biphenyls.

Maturity Date”: the Initial Term Loan Maturity Date, for any Extended Tranche the “Maturity Date” set forth in the applicable Extension Amendment, for any Incremental Commitments the “Maturity Date” set forth in the applicable Incremental Commitment Amendment and for any Specified Refinancing Tranche the “Maturity Date” set forth in the applicable Specified Refinancing Amendment, in each case as the context may require.

Maximum Incremental Facilities Amount”: at any date of determination, the sum of (i) an amount equal to the greater of (1) $225,000,000400,000,000 and (2) Four Quarter Consolidated EBITDA (amounts Incurred pursuant to this clause (i), the “Cash Capped Incremental Facility”) plus (ii) an unlimited amount if, after giving effect to the Incurrence of such amount (or, at the Borrower’s option, on the date of the initial commitment to lend such additional amount after giving pro forma effect to the Incurrence of the entire committed amount of such additional amount), either (x) the Consolidated Secured Leverage Ratio shall not exceed 4.753.75 to 1.00 (or (y) in the case of Indebtedness being Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or any other Investment, the Consolidated Secured Leverage Ratio of the Borrower would equal or be less than the Consolidated Secured Leverage Ratio of the Borrower immediately prior to giving effect thereto (in each case under this clause (ii), as set forth in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at the time of such Incurrence, together with calculations demonstrating compliance with such ratio (amounts Incurred pursuant to this clause (ii), the “Ratio Incremental Facility”) (it being understood that (A) if pro forma effect is given to the entire committed amount of any such additional amount on the date of initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further compliance with this clause (ii) and (B) for purposes of so calculating the

 

58


Consolidated Secured Leverage Ratio under this clause (ii), any additional amount Incurred pursuant to this clause (ii) shall be treated as if such amount is Consolidated Secured Indebtedness, regardless of whether such amount is actually secured or is secured by Liens ranking junior to the Liens securing the Term Loan Facility Obligations)); provided that, at the Borrower’s option, capacity under the Ratio Incremental Facility shall be deemed to be used before capacity under the Cash Capped Incremental Facility.

“MFN Threshold Amount”: the greater of (i) $200,000,000 and (ii) 50.0% of Four Quarter Consolidated EBITDA.

“Midco”: Core & Main Midco, LLC, a Delaware limited liability company, and any successor in interest thereto.

Minimum Exchange Tender Condition”: as defined in Subsection 2.9(b).

Minimum Extension Condition”: as defined in Subsection 2.10(g).

Moody’s”: Moody’s Investors Service, Inc., and its successors.

Most Recent Four Quarter Period”: the four-fiscal-quarterfour Fiscal Quarter period of the Borrower ending on the last day of the most recently completed fiscal year or Fiscal Quarter for which financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) have been (or have been required to be) delivered under Subsection 7.1(a) or 7.1(b).

Multiemployer Plan”: a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

Net Available Cash”: from an Asset Disposition or Recovery Event, an amount equal to the cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or Recovery Event or received in any other non-cash form) therefrom, in each case net of (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Tax Distributions made or to be made and (without duplication) all Federalfederal, state, provincial, foreign and local taxes required to be paid or to be accrued as a liability under GAAP, in each case, as a consequence of, or in respect of, such Asset Disposition or Recovery Event (including as a consequence of any transfer of funds in connection with the application thereof in accordance with Subsection 8.4), (ii) all payments made, and all installment payments required to be made, on any Indebtedness (other than Indebtedness secured by Liens on the Collateral that are required by the express terms of this Agreement to be pari passu with or junior to the Liens on the Collateral securing the Term Loan Facility Obligations) (x) that is secured by any assets subject to such Asset Disposition or involved in such Recovery Event, in accordance with the terms of any Lien upon such assets, or (y) that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition or Recovery Event, including but not limited to any payments required to be made to increase borrowing availability

 

59


under any revolving credit facility, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition or Recovery Event, or to any other Person (other than the Borrower or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Disposition or subject to such Recovery Event, (iv) any liabilities or obligations associated with the assets disposed of in such Asset Disposition or involved in such Recovery Event and retained, indemnified or insured by the Borrower or any Restricted Subsidiary after such Asset Disposition or Recovery Event, including pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations associated with such Asset Disposition or Recovery Event, (v) in the case of an Asset Disposition, the amount of any purchase price or similar adjustment (x) claimed by any Person to be owed by the Borrower or any Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally resolved, or (y) paid or payable by the Borrower or any Restricted Subsidiary, in each case in respect of such Asset Disposition and (vi) in the case of any Recovery Event, any amount thereof that constitutes or represents reimbursement or compensation for any amount previously paid or to be paid by the Borrower or any of its Subsidiaries.

Net Available Cash Amount”: as defined in Subsection 8.4(a)(iii).

Net Cash Proceeds”: with respect to any issuance or sale of any securities of, or the Incurrence of Indebtedness by, the Borrower or any Subsidiary, or any capital contribution to the Borrower or any Subsidiary, the cash proceeds of such issuance, sale, Incurrence or contribution received by the Borrower or such Subsidiary net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, sale, contribution or Incurrence and net of Tax Distributions made or to be made and all taxes paid or payable as a result, or in respect, thereof.

“Net Short Lender”: as defined in Subsection 11.1(k).

“Net Short Lender Default Breach”: as defined in Subsection 11.1(k).

“Net Short Lender Verification Covenant”: as defined in Subsection 11.1(k).

New Blocker”: CD&R WW, LLC, a Delaware limited liability company, and any successor in interest thereto.

New Blocker Holdings”: CD&R WW Holdings, LLC, a Delaware limited liability company, and any successor in interest thereto.

“New Tranche B Term Lenders”: as defined in Subsection 2.1(c)(i).

“New Tranche B Term Loan”: as defined in Subsection 2.1(c)(i).

New York Courts”: as defined in Subsection 11.13(a).

New York Supreme Court”: as defined in Subsection 11.13(a).

 

60


Non-Consenting Lender”: as defined in Subsection 11.1(g).

Non-Defaulting Lender”: any Lender other than a Defaulting Lender.

“Non-Exchanging Term Lender”: as defined in Subsection 2.1(c)(ii).

Non-Excluded Taxes”: all Taxes other than Excluded Taxes.

Non-Extending Lender”: as defined in Subsection 2.10(e).

Non-Extension Notice Date”: as defined in Subsection 2.6(j).

Non-Wholly Owned Subsidiary”: each Subsidiary that is not a Wholly Owned Subsidiary.

Note”: as defined in Subsection 2.2(a).

NYFRB”: the Federal Reserve Bank of New York.

NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.mA.M. (New York City time) on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligation Currency”: as defined in Subsection 11.8(a).

Obligations”: with respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Borrower or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

OFAC”: as defined in clause (c) of the first sentence of Subsection 5.21(b).

Offered Amount”: as defined in Subsection 4.4(l)(iv)(1).

Offered Discount”: as defined in Subsection 4.4(l)(iv)(1).

OID”: as defined in Subsection 2.8(d).

 

61


Organizational Documents”: with respect to any Person, (a) the articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person and (b) the bylaws, operating agreement or partnership agreement (or the equivalent governing documents) of such Person.

“Original Initial Term Loan”: as defined in Subsection 2.1(a).

“Original Initial Term Loan Commitment”: as to any Lender, its obligation to make Original Initial Term Loans to the Borrower pursuant to Subsection 2.1(a) in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”; collectively, as to all the Lenders, the “Original Initial Term Loan Commitments”. The original aggregate amount of the Original Initial Term Loan Commitments on the Closing Date is $1,075,000,000.

“Original Initial Term Loan Maturity Date”: August 1, 2024.

Other Intercreditor Agreement”: an intercreditor agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent.

Other Representatives”: JPMorgan Chase Bank, N.A., in its capacity as Joint Lead Arranger and Joint Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as Joint Lead Arranger and Joint Bookrunner, Citigroup Global Markets Inc., in its capacity as Joint Lead Arranger and Joint Bookrunner, Barclays Bank PLC, in its capacity as Joint Lead Arranger and Joint Bookrunner, Credit Suisse Securities (USA) LLC, in its capacity as Joint Lead Arranger and Joint Bookrunner, Deutsche Bank Securities Inc., in its capacity Joint Lead Arranger and Joint Bookrunner, Royal Bank of Canada, in its capacity as Joint Lead Arranger and Joint Bookrunner, Goldman Sachs Bank USA, in its capacity as Joint Lead Arranger and Joint Bookrunner, Natixis, New York Branch, in its capacity as Joint Lead Arranger and Joint Bookrunner, and Nomura Securities International, Inc., in its capacity as Joint Lead Arranger and Joint Bookrunner.

Outstanding Amount”: with respect to the Loans on any date, the principal amount thereof after giving effect to any borrowings and prepayments or repayments thereof occurring on such date.

Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

Parent Entity”: any of Blocker Holdings, Passthrough Holdings, Management Holdings and , Waterworks Holdings, Pubco, New Blocker, Topco, Core & Main Buyer, Core & Main Connector, the Holding Companies (including, in each case, any Successor Holding Company pursuant to and as defined in Subsection 9.16(e) of the Guarantee and Collateral Agreement), any Other Parent and any other Person that is a Subsidiary of Blocker Holdings, Passthrough Holdings, Management Holdings, Waterworks Holdings, Pubco, New Blocker, Topco, Core & Main Buyer, Core & Main Connector, any Holding Company (including, in each case, any Successor Holding Company pursuant to and as defined in Subsection 9.16(e) of the

 

62


Guarantee and Collateral Agreement) or any Other Parent and of which the Borrower is a Subsidiary, in each case, solely for so long as the Borrower isremains a Subsidiary of such Person. As used herein, “Other Parent” means a Person (which may be an IPO Vehicle) of which the Borrower is or becomes a Subsidiary after the Closing Date that is designated by the Borrower as an “Other Parent” after the Closing Date; provided that either (x) immediately after the Borrower first becomes a Subsidiary of such Person, more than 50.0% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50.0% of the Voting Stock of the Borrower or a Parent Entity of the Borrower immediately prior to the Borrower first becoming such Subsidiary, (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by reason of the Borrower first becoming a Subsidiary of such Person, or (z) in the case of an IPO Vehicle, no Change of Control shall have occurred in treating such IPO Vehicle as if it were a Parent Entity both before and after giving effect to the Borrower becoming a Subsidiary of such IPO Vehicle. The Borrower shall not in any event be deemed to be a “Parent Entity.”

Parent Expenses”: (i) costs (including all professional fees and expenses) incurred by any Parent Entity or IPO Vehicle in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement or any other agreement or instrument relating to Indebtedness of the Borrower or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent Entity or IPO Vehicle in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including but not limited to trademarks, service marks, trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing) or assertions of infringement, misappropriation, dilution or other violation of third-party intellectual property or associated rights, to the extent such intellectual property and associated rights or assertions relate to the business or businesses of the Borrower or any Subsidiary thereof, (iii) indemnification obligations of any Parent Entity or IPO Vehicle owing to directors, officers, employees or other Persons under its charter or by-laws (or equivalent) or pursuant to written agreements with or for the benefit of any such Person (including the CD&R Indemnification Agreement), or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent Entity or IPO Vehicle incurred in the ordinary course of business, (v) fees and expenses incurred by any Parent Entity or IPO Vehicle in connection with maintenance and implementation of any management equity incentive plan associated with the management of the Borrower and its Subsidiaries, and (vi) fees and expenses incurred by any Parent Entity or IPO Vehicle in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Borrower or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent Entity or IPO Vehicle shall cause the amount of such expenses to be repaid to the Borrower or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

 

63


Pari Passu Indebtedness”: any Indebtedness secured by a Lien on the Collateral ranking pari passu with the Liens securing the Term Loan Facility Obligations.

Participant”: as defined in Subsection 11.6(c)(i).

Participant Register”: as defined in Subsection 11.6(b)(v).

Participating Lender”: as defined in Subsection 4.4(l)(iii)(2).

Passthrough Holdings”: CD&R Plumb Buyer, LLC, a Delaware limited liability company, and any successor in interest thereto.

Passthrough Mergersub”: as defined in the Preamble hereto, and any successor in interest thereto.

Patriot Act”: as defined in Subsection 11.18.

PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor thereto).

Permitted Affiliated Assignee”: (i) CD&R, and any investment fund managed or controlled by CD&R and, (ii) any special purpose vehicle established by CD&R or by one or more of such investment funds managed or controlled by CD&R and (iii) any Parent Entity.

Permitted Cure Securities”: common equity securities of the Borrower or any Parent Entity or other qualified equity securities of the Borrower or any Parent Entity that do not constitute Disqualified Stock.

Permitted Debt Exchange”: as defined in Subsection 2.9(a).

Permitted Debt Exchange Notes”: as defined in Subsection 2.9(a).

Permitted Debt Exchange Offer”: as defined in Subsection 2.9(a).

Permitted Holders”: any of the following: (i) any of the CD&R Investors; (ii) any of the Management Investors, CD&R and their respective Affiliates; (iii) any investment fund or vehicle managed, sponsored or advised by CD&R or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle; (iv) any limited or general partners of, or other investors in, any CD&R Investor or any Affiliate thereof, or any such investment fund or vehicle; (v) any “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date) of which any of the Persons specified in clause (i), (ii), (iii) or (iv) above is a member (provided that (without giving effect to the existence of such “group” or any other “group”) one or more of such Persons collectively have beneficial ownership, directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Borrower or theany Parent Entity held by such “group”), and any other

 

64


Person that is a member of such “group”; (vi) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of Capital Stock of the Borrower or any Parent Entity, or IPO Vehicle or the Borrower; and (vii) unless and until it constitutes a Parent Entity, any IPO Vehicle (provided that no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date), other than one or more “Permitted Holders” described in the preceding clauses (i) through (vi), has beneficial ownership (as defined in Rules 13d-3 and 13-d5 under the Exchange Act as in effect on the Closing Date), directly or indirectly, of more than 50.0% of the total voting power of voting stock of such IPO Vehicle). In addition, any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date) whose status as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) constitutes or results in a Change of Control in respect of which the Borrower makes a Change of Control Offer pursuant to Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to Junior Debt), together with its Affiliates, shall thereafter constitute Permitted Holders.

Permitted Investment”: an Investment by the Borrower or any Restricted Subsidiary in, or consisting of, any of the following:

(i) a Restricted Subsidiary, the Borrower, or a Person that will, upon the making of such Investment, become a Restricted Subsidiary (and any Investment held by such Person that was not acquired by such Person, or made pursuant to a commitment by such Person that was not entered into, in contemplation of so becoming a Restricted Subsidiary);

(ii) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary (and, in each case, any Investment held by such other Person that was not acquired by such Person, or made pursuant to a commitment by such Person that was not entered into, in contemplation of such merger, consolidation or transfer);

(iii) Temporary Cash Investments, Investment Grade Securities or Cash Equivalents;

(iv) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business;

(v) any securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property or assets, including Asset Dispositions made in compliance with Subsection 8.4;

(vi) securities or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, the Borrower or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person;

 

65


(vii) Investments in existence or made pursuant to legally binding written commitments in existence on the Closing Date and set forth on Schedule 1.1(a), and, in each case, any extension, modification, replacement, reinvestment or renewal thereof; provided that the amount of any such Investment may be increased in such extension, modification, replacement, reinvestment or renewal only (x) as required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (y) as otherwise permitted by this Agreement;

(viii) Currency Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in compliance with Subsection 8.1;

(ix) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Subsection 8.6;

(x) (1) Investments in or by any Special Purpose Subsidiary, or in connection with a Financing Disposition by, to, in or in favor of any Special Purpose Entity, including Investments of funds held in accounts permitted or required by the arrangements governing such Financing Disposition or any related Indebtedness, or (2) any promissory note issued by the Borrower or any Parent Entity; provided that if such Parent Entity receives cash from the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any Parent Entity to the Borrower;

(xi) bonds secured by assets leased to and operated by the Borrower or any Restricted Subsidiary that were issued in connection with the financing of such assets so long as the Borrower or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee, canceling such bonds and terminating the transaction;

(xii) [reserved];

(xiii) any Investment to the extent made using Capital Stock of the Borrower (other than Disqualified Stock), Capital Stock of any Parent Entity or IPO Vehicle or Junior Capital as consideration;

(xiv) Management Advances;

(xv) Investments in Related Businesses in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $125,000,000272,500,000 and 16.50% of Consolidated Tangible Assets;

(xvi) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Subsection 8.5(b) (except transactions described in clauses (i), (ii)(4), (iii), (v), (vi), (ix) and (x) therein), including any Investment pursuant to any transaction described in Subsection 8.5(b)(ii) (whether or not any Person party thereto is at any time an Affiliate of the Borrower);

 

66


(xvii) any Investment by any Captive Insurance Subsidiary in connection with the provision of insurance to the Borrower or any of its Subsidiaries;

(xviii) other Investments in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $125,000,000272,500,000 and 16.50% of Consolidated Tangible Assets; and

(xix) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and similar deposits entered into as a result of the operations of the business of the Borrower and its Subsidiaries in the ordinary course of business or consistent with past practice.;

(xx) Investments consisting of purchases or other acquisitions of inventory, supplies, services, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(xxi) any Investment in any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice; and

(xxii) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business or consistent with past practice.

If any Investment pursuant to clause (xv) or (xviii) above, or Subsection 8.2(b)(vi) or 8.2(b)(xv), as applicable, is made in any Person that is not a Restricted Subsidiary and such Person thereafter (A) becomes a Restricted Subsidiary or (B) is merged or consolidated into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, then such Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii) above, respectively, and not clause (xv) or (xviii) above, or Subsection 8.2(b)(vi) or 8.2(b)(xv), as applicable, to the extent of such Investment remaining at such Unrestricted Subsidiary immediately after its redesignation as a Restricted Subsidiary.

Permitted Liens”:

(a) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Borrower and its Restricted Subsidiaries, taken as a whole, or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or a Subsidiary thereof, as the case may be, in accordance with GAAP;

 

67


(b) Liens with respect to outstanding motor vehicle fines and carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not known to be overdue for a period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings or which in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Borrower and its Restricted Subsidiaries, taken as a whole;

(c) pledges, deposits or Liens in connection with workers’ compensation, professional liability insurance, insurance programs, unemployment insurance and other social security and other similar legislation or other insurance-related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);

(d) pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business;

(e) (i) easements (including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects or irregularities incurred, or(ii) any other matters that would be disclosed in an accurate survey affecting real property or (iii) leases or subleases granted to others, in the ordinary course of business,, licenses or sublicenses granted, or occupancy agreements granted to others, whether or not of record and whether now in existence or hereafter entered into which do not in the aggregate materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole;

(f) Liens existing on, or provided for under written arrangements existing on, the Closing Date and set forth on Schedule 1.1(b), or (in the case of any such Liens securing Indebtedness of the Borrower or any of its Subsidiaries existing or arising under written arrangements existing on the Closing Date) securing any Refinancing Indebtedness in respect of such Indebtedness (other than Indebtedness Incurred under Subsection 8.1(b)(i) and secured under clause (k)(1) of this definition), so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness;

(g) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Borrower or any Restricted Subsidiary of the Borrower has easement rights or on any leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property;

 

68


(h) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Hedging Obligations, Bank Products Obligations, Purchase Money Obligations or Financing Lease Obligations Incurred in compliance with Subsection 8.1;

(i) Liens arising out of judgments, decrees, orders or awards in respect of which the Borrower or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired;

(j) leases, subleases, licenses or, sublicenses or occupancy agreements to or from third parties;

(k) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of (1) Indebtedness Incurred in compliance with Subsection 8.1(b)(i) pursuant to (a) this Agreement and the other Loan Documents, (b) the Senior ABL Facility (provided any such Liens on the Term Loan Priority Collateral rank junior to the Liens securing the Term Loan Facility Obligations on the Term Loan Priority Collateral), (c) any Permitted Debt Exchange Notes (and any Refinancing Indebtedness in respect thereof), (d) any Rollover Indebtedness (and any Refinancing Indebtedness in respect thereof), (e) any Additional Obligations (and any Refinancing Indebtedness in respect thereof) and (f) Letter of Credit Facilities (and any Refinancing Indebtedness in respect thereof), provided, that any Liens on Collateral pursuant to subclause (b), (c), (d) or (e) of this clause (k)(1) shall be subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable, (2) Indebtedness Incurred in compliance with clauses (b)(iv), (b)(v), (b)(vii), (b)(viii), (b)(xi), (b)(xvi) or clauses (b)(iii)(B) and (C) of Subsection 8.1 (other than Refinancing Indebtedness Incurred in respect of Indebtedness described in Subsection 8.1(a) or 8.1(b)(xvii)), (3) any Indebtedness Incurred in compliance with Subsection 8.1(b)(xiii) or (b)(xvii) or (in the case of Refinancing Indebtedness Incurred in respect of Indebtedness described in Subsection 8.1(b)(xvii)) clause (b)(iii)(C) of Subsection 8.1, provided that any Liens securing such Indebtedness shall rank junior to the Liens securing the Term Loan Facility Obligations and shall be subject to the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement and/or an Other Intercreditor Agreement, as applicable, (4) (A) Acquisition Indebtedness Incurred in compliance with Subsection 8.1(b)(x) or (xib)(xiv); provided that (x) such Liens are limited to all or part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged or consolidated with or into the Borrower or any Restricted Subsidiary, in any transaction to which such Acquisition Indebtedness relates, (y) on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence, the Consolidated Secured Leverage Ratio would equal or be less than the Consolidated Secured Leverage Ratio immediately prior to giving effect thereto or (z) such Liens rank junior to the Liens securing the Term Loan Facility Obligations and shall be subject to the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement and/or an Other Intercreditor Agreement, as applicable, or (B) any Refinancing Indebtedness Incurred in respect thereof, (5) Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor (limited, in the case of this clause (k)(5), to Liens on any of the property and assets of any Restricted Subsidiary that is not a Subsidiary Guarantor), or (6) obligations in respect of Management Advances or Management Guarantees, in each case under the foregoing clauses (1) through (6) including Liens securing any Guarantee of any thereof;

 

69


(l) Liens existing on property or assets of a Person at, or provided for under written arrangements existing at, the time such Person becomes a Subsidiary of the Borrower (or at the time the Borrower or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger or consolidation with or into the Borrower or any Restricted Subsidiary); provided, however, that such Liens and arrangements are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; provided, further, that for purposes of this clause (l), if a Person other than the Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Borrower, and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower;

(m) Liens on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or any joint venture that secure Indebtedness or other obligations of such Unrestricted Subsidiary or joint venture, respectively;

(n) any encumbrance or restriction (including, but not limited to, pursuant to put and call agreements or buy/sell arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(o) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness (other than any Indebtedness described in clause (k)(1) above of this definition) secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation secured by, any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate;

(p) Liens (1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, including Liens arising under or by reason of the Perishable Agricultural Commodities Act of 1930, as amended from time to time, (2) on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets, (3) on Margin Stock, if and to the extent the value of all Margin Stock of the Borrower and its Subsidiaries exceeds 25% of the value of the total assets subject to Subsection 8.6, (4) on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose, (5) securing or arising by reason of any netting or set-off or customer deposit arrangement entered into in the ordinary course of banking or other trading activities (including in connection with purchase orders and other agreements with customers), (6) in favor of the Borrower or any Subsidiary (other than Liens on property or assets of the Borrower or any Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (7) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods

 

70


entered into in the ordinary course of business, (8) on inventory or other goods and proceeds securing obligations in respect of bankers’ acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods, (9) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course of business, (10) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business, (11) arising in connection with repurchase agreements permitted under Subsection 8.1 on assets that are the subject of such repurchase agreements, (12in favor of any Special Purpose Entity in connection with any Financing Disposition, (13) on any amounts (including the proceeds of the applicable Indebtedness and any cash, Cash Equivalents and Temporary Cash Investments deposited to cover interest and premium in respect of such Indebtedness) held by a trustee or escrow agent under any indenture or other debt agreement governing Indebtedness issued in escrow pursuant to customary escrow arrangements (as determined by the Borrower in good faith, which determination shall be conclusive) pending the release thereof, or on the proceeds deposited to discharge, redeem or defease Indebtedness under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions (as determined by the Borrower in good faith, which determination shall be conclusive), pending such discharge, redemption ofor defeasance and after irrevocable notice thereof has been delivered to the applicable trustee or agent or, (1314) on equipment of the Borrower or any of its Restricted Subsidiaries granted in the ordinary course of business to the Borrower’s or a Restricted Subsidiary’s customers; or (15)  (x)  on accounts receivable or notes receivable (including any ancillary rights pertaining thereto) purported to be sold or disposed of in connection with any factoring agreement or similar arrangements to secure obligations owed under such factoring agreement or similar arrangements and (y) any bank accounts used by the Borrower or any Restricted Subsidiary in connection with any factoring agreement or any similar arrangements;

(q) other Liens securing Indebtedness or other obligations that in the aggregate at any time outstanding do not exceed an amount equal to the greater of $75,000,000165,000,000 and 10.00% of Consolidated Tangible Assets at the time of Incurrence of such Indebtedness or other obligations;

(r) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) or other obligations of, or in favor of, any Special Purpose Entity, or in connection with a Special Purpose Financing or otherwise, Incurred pursuant to clause (b)(ix) of Subsection 8.1;

(s) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Indebtedness Incurred in compliance with Subsection 8.1; provided that on the date of Incurrence of such Indebtedness after giving effect to such Incurrence (or, at the Borrower’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount thereof, in which case such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further compliance with this clause), either (x) the Consolidated Secured Leverage Ratio shall not exceed 4.753.75 to 1.00; and or (y) in the case of Liens securing Indebtedness being Incurred to finance or refinance, or otherwise Incurred in connection with any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or any other Investment, the Consolidated Secured Leverage Ratio of the Borrower would equal or be less than the Consolidated Secured Leverage Ratio of the Borrower immediately prior to giving effect thereto; and

 

71


(t) Liens on the Collateral, if such Liens rank junior to the Liens on such Collateral in relation to the Lien securing the Loans and the Subsidiary Guarantees, as applicable.

For purposes of determining compliance with this definition, (s) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), (t) the principal amount of Indebtedness secured by a Lien outstanding under any category of Permitted Liens shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness, (u) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Borrower shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition, (v) any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness shall also be permitted to secure any increase in the amount of such Indebtedness in connection with the accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, (w) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (k)(1) above in respect of Indebtedness Incurred pursuant to the Ratio Incremental Facility (giving effect to the Incurrence of such portion of such Indebtedness), the Borrower, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (k)(1) above in respect of Indebtedness Incurred pursuant to the Ratio Incremental Facility and the remainder of the Indebtedness as having been secured pursuant to such clause (k)(1) in respect of Indebtedness Incurred pursuant to Subsection 8.1(b)(i) (other than pursuant to the Ratio Incremental Facility) or one or more of the other clauses or subclauses of this definition (other than clause (s) above), (x) in the event that a portion of Indebtedness secured by a Lien could be classified in part pursuant to clause (s) above (giving effect to the Incurrence of such portion of Indebtedness), the Borrower, in its sole discretion, may classify such portion of Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (s) above and the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses or subclauses of this definition (other than clause (k)(1) above in respect of Indebtedness Incurred pursuant to the Ratio Incremental Facility), (y) if any Liens securing Indebtedness or other obligations are Incurred to refinance Liens securing Indebtedness or other obligations initially Incurred (or, to refinance Liens Incurred to refinance Liens initially Incurred) in reliance on any category of Permitted Liens measured by reference to a percentage of Consolidated Tangible Assets at the time of Incurrence of such Indebtedness or other obligation, and is refinanced by any Indebtedness or other obligation secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing (or any subsequent refinancing) would cause the percentage of Consolidated Tangible Assets to be exceeded if calculated based on the Consolidated Tangible Assets on the date of such

 

72


refinancing, such percentage of Consolidated Tangible Assets shall not be deemed to be exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness or other obligation does not exceed an amount equal to the principal amount of such Indebtedness or other obligation being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing and (z) if any Indebtedness or other obligation is secured by any Lien outstanding under any category of Permitted Liens measured by reference to a dollar amount, and is refinanced by any Indebtedness or other obligation secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing (or any subsequent refinancing) would cause such dollar amount to be exceeded, such dollar amount shall not be deemed to be exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness or other obligation does not exceed an amount equal to the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing.

Permitted Payment”: as defined in Subsection 8.2(b).

Permitted Repricing Amendment”: as defined in Subsection 11.1(i).

Person”: an individual, partnership, corporation, company, limited liability company, business trust, trust, joint stock company, unincorporated organization, association, joint venture, Governmental Authority or other entity of whatever nature.

Plan”: at a particular time, any employee benefit plan which is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.

Platform”: Intralinks, SyndTrak Online, Debtdomain or any other similar electronic distribution system.

Plumb Acquisition Agreement”: the Purchase Agreement, dated as of June 4, 2017, as amended and restated pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 14, 2017, by and among Passthrough Holdings, Passthrough Mergersub, New Blocker, Blocker Mergersub, the Sellers, Waterworks Blocker, Waterworks Opco and HD Supply, Inc., as the same may be further amended, supplemented, waived or otherwise modified from time to time in accordance with this Agreement.

Preferred Stock”: as applied to the Capital Stock of any corporation or company, Capital Stock of any class or classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation or company, over Capital Stock of any other class of such corporation or company.

Prepayment Date”: as defined in Subsection 4.4(h).

 

73


Pricing Grid”: with respect to Original Initial Term Loans:

 

Consolidated Total Leverage

Ratio

   Applicable Margin for ABR
Loans
  Applicable Margin for
Eurodollar Loans

Greater than or equal to 5.75 to 1.00

   2.00%   3.00%

Less than 5.75 to 1.00

   1.75%   2.75%

Projections”: those financial projections included in the confidential information memoranda and related material prepared in connection with the syndication of the Facilities and provided to the Lenders on or about July 12, 2017.

“Pubco”: Core & Main, Inc., a Delaware corporation, and any successor in interest thereto.

“Pubco IPO”: the Qualified IPO of Pubco relating to Pubco’s registration statement on Form S-1 (Registration No.  333-256382).

“Pubco IPO Transaction Proceeds”: the cash equity contributions to the Borrower on the First Amendment Effective Date from the proceeds of the Pubco IPO solely to the extent used to fund the Tranche B Effective Date Transactions.

“Pubco Merger Sub 1”: [Merger Sub 1], a Delaware [], and any successor in interest thereto.

“Pubco Merger Sub 2”: [Merger Sub 2], a Delaware [], and any successor in interest thereto.

“Pubco Merger Subs”: Pubco Merger Sub 1 and Pubco Merger Sub 2, collectively, and each individually, a “Pubco Merger Sub.”

“Pubco Merger Sub Mergers”: collectively, (i) the merger of Passthrough Holdings with and into WW Advisor, with WW Advisor being the survivor of such merger, (ii) the merger of Blocker Holdings with and into New Blocker, with New Blocker being the survivor of such merger, (iii) the merger of Pubco Merger Sub 1 with and into WW Advisor, with WW Advisor being the survivor of such merger and (iv) the merger of Pubco Merger Sub 2 with and into New Blocker, with New Blocker being the survivor of such merger.

“Pubco Mergers”: collectively, (i) the merger of WW Advisor with and into Pubco, with Pubco being the survivor of such merger and (ii) the merger of New Blocker with and into Pubco, with Pubco being the survivor of such merger.

“PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

Purchase”: as defined in clause (4) of the definition of “Consolidated Coverage Ratio.”

Purchase Money Obligations”: any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

 

74


Qualified IPO”: the issuance or, sale or listing of common equity interests of the Borrower, any Parent Entity or IPO Vehicle in an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or, in connection with aan underwritten or secondary public offering or otherwise) and such equity interests are listed on a nationally-recognized stock exchange in the U.S.

Qualifying Lender”: as defined in Subsection 4.4(l)(iv)(3).

Rating Agency”: Moody’s or S&P or, if Moody’s or S&P or both shall not make a rating on the applicable security or instrument publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower which shall be substituted for Moody’s or S&P or both, as the case may be.

Ratio Incremental Facility”: as defined in the definition of “Maximum Incremental Facilities Amount”.

Receivable”: a right to receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay, as determined in accordance with GAAP.

Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any Restricted Subsidiary constituting Collateral giving rise to Net Available Cash to the Borrower or such Restricted Subsidiary, as the case may be, in excess of $25,000,000the greater of $50,000,000 and 3.50% of Consolidated Tangible Assets, to the extent that such settlement or payment does not constitute reimbursement or compensation for amounts previously paid by the Borrower or any Restricted Subsidiary in respect of such casualty or condemnation.

Reference Banks”: JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Barclays Bank PLC, Credit Suisse AG, Deutsche Bank AG New York Branch, Royal Bank of Canada, Goldman Sachs Bank USA, Natixis, New York Branch and Nomura Corporate Funding Americas, LLC.

refinance”: refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or discharge mechanism); and the terms “refinances”, “refinanced” and “refinancing” as used for any purpose in this Agreement shall have a correlative meaning.

Refinancing Agreement”: as defined in Subsection 8.3(c).

Refinancing Indebtedness”: Indebtedness that is Incurred to refinance Indebtedness (or unutilized commitments in respect of Indebtedness) Incurred pursuant to this Agreement and the Loan Documents, the Senior ABL Facility, the Senior Notes and any Indebtedness (or unutilized commitment in respect of Indebtedness) existing on the Closing Date

 

75


and set forth on Schedule 8.1 or Incurred (or established) in compliance with this Agreement (including Indebtedness of the Borrower that refinances Indebtedness of(or unutilized commitments in respect of Indebtedness) of the Borrower or any Restricted Subsidiary (to the extent permitted in this Agreement) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the(or unutilized commitments in respect of Indebtedness) of the Borrower or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, and Indebtedness Incurred pursuant to a commitment that refinances any Indebtedness or unutilized commitment; provided that (1) if the Indebtedness being refinanced is Subordinated Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness (x) has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal tothe same as or greaterlater than the final Stated Maturity of the Indebtedness being refinanced (or, if shorterearlier, the Initial Term Loan Maturity Date), (y) has a weighted average life to maturity at the time such Refinancing Indebtedness is Incurred that is equal to or longer than the remaining weighted average life to maturity of the Indebtedness being refinanced (or, if shorter, the remaining weighted average life to maturity of the Initial Term Loans) (provided that any applicable Refinancing Indebtedness may have an earlier maturity date and/or shorter weighted average life to maturity (1) in the case of customary bridge financings, which, subject to customary conditions (as determined by the Borrower in good faith, which determination shall be conclusive), would either be automatically converted into or required to be exchanged for permanent financing which does not provide for such earlier maturity date or such shorter weighted average life to maturity, (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Refinancing Indebtedness or (3) if the aggregate principal amount of such applicable Refinancing Indebtedness at any time outstanding (together with the aggregate principal amount of any Additional Obligations and Indebtedness under any Incremental Term Loan Commitments, any Specified Refinancing Term Loan Facility and any applicable Extended Tranche, in each case outstanding under the Earlier Maturity Date Basket) does not exceed the Earlier Maturity Date Basket) and (z) if an Event of Default under Subsection 9.1(a) or (f) is continuing, is subordinated in right of payment to the Term Loan Facility Obligations to the same extent as the Indebtedness being refinanced, (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or, if issued with original issue discount, with an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount then outstanding of the Indebtedness being refinanced, plus (y) an amount equal to any unutilized commitment relating to the Indebtedness being refinanced or otherwise then outstanding under the financing arrangement being refinanced to the extent the unutilized commitment being refinanced could be drawn in compliance with Subsection 8.1 immediately prior to such refinancing, plus (z) fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing, (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness of the Borrower or a Subsidiary Guarantor that could not have been initially Incurred by such Restricted Subsidiary pursuant to Subsection 8.1 or (y) Indebtedness of the Borrower or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary, and (4) if the Indebtedness being refinanced constitutes Additional Obligations, Rollover Indebtedness, Permitted Debt Exchange Notes or Term Loan Facility Obligations Incurred pursuant to Subsection 8.1(b)(i)(II)(a) (or Refinancing Indebtedness in respect of the foregoing Indebtedness), (w) the Refinancing Indebtedness complies with the requirements of the definition of “Additional Obligations” (other than clause

 

76


(ii) thereof), (x) if the Indebtedness being refinanced is unsecured and an Event of Default under Subsection 9.1(a) or (f) is continuing, the Refinancing Indebtedness is unsecured and (y) if the Indebtedness being refinanced is secured by a Lien on Term Loan Priority Collateral ranking junior to the Liens on Term Loan Priority Collateral securing the Term Loan Facility Obligations and an Event of Default under Subsection 9.1(a) or (f) is continuing, the Refinancing Indebtedness is unsecured or secured by a Lien on Term Loan Priority Collateral ranking junior to the Liens on Collateral securing the Term Loan Facility Obligations.

Refunding Capital Stock”: as defined in Subsection 8.2(b)(i).

Register”: as defined in Subsection 11.6(b)(iv).

“Regulated Bank”: (x) an Approved Commercial Bank that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under Section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction or (y) any Affiliate of a Person set forth in clause (x) to the extent that (1) all of the Capital Stock of such Affiliate is directly or indirectly owned by either (I) such Person set forth in clause (x) or (II) a parent entity that also owns, directly or indirectly, all of the Capital Stock of such Person set forth in clause (x) and (2) such Affiliate is a securities broker or dealer registered with the SEC under Section 15 of the Exchange Act.

Regulation D”: Regulation D of the Board as in effect from time to time.

Regulation S-X”: Regulation S-X promulgated by the SEC as in effect on the Closing Date.

Regulation T”: Regulation T of the Board as in effect from time to time.

Regulation U”: Regulation U of the Board as in effect from time to time.

Regulation X”: Regulation X of the Board as in effect from time to time.

Reinvestment Period”: as defined in Subsection 8.4(b)(i).

Related Business”: those businesses in which the Borrower or any of its Subsidiaries is engaged on the Closing Date, or that are similar, related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof.

Related Parties”: with respect to any Person, such Person’s affiliatesAffiliates and the partners, officers, directors, trustees, employees, equity holders, shareholders, members, attorneys and other advisors, agents and controlling persons of such Person and of such Person’s affiliates and “Related Party” shall mean any of them.

 

77


Related Taxes”: (x) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed by any government or other taxing authority on payments made by any Parent Entity or IPO Vehicle other than to another Parent Entity or IPO Vehicle), required to be paid by any Parent Entity or IPO Vehicle by virtue of its being incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Borrower, any of its Subsidiaries, or any Parent Entity or IPO Vehicle), or being a holding company parent of the Borrower, any of its Subsidiaries, or any Parent Entity or IPO Vehicle or receiving dividends from or other distributions in respect of the Capital Stock of the Borrower, any of its Subsidiaries, or any Parent Entity or IPO Vehicle, or having guaranteed any obligations of the Borrower or any Subsidiary thereof, or having received any payment in respect of any of the items for which the Borrower or any of its Subsidiaries is permitted to make payments to any Parent Entity or IPO Vehicle pursuant to Subsection 8.2, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited to receiving or paying royalties for the use thereof), or assertions of infringement, misappropriation, dilution or other violation of third-party intellectual property or associated rights, to the extent relating to the business or businesses of the Borrower or any Subsidiary thereof, (y) any taxes attributable to any taxable period (or portion thereof) ending on or prior to the Closing Date, or to the consummation of any of the Transactions or the Tranche B Effective Date Transactions, or to any Parent Entity’s or IPO Vehicle’s receipt of (or entitlement to) any payment in connection with the Transactions or the Tranche B Effective Date Transactions, including any payment received after the Closing Date pursuant to any agreement related to the Transactions or the Tranche B Effective Date Transactions or (z) any Tax Distributions; provided that at the election of the Borrower in connection with an initial public offering or other restructuring of the Borrower, Passthrough Holdings, Blocker Holdings, Management Holdings, any other or any Parent Entity or IPO Vehicle, this clause (z) shall instead mean any other federal, state, foreign, provincial or local taxes measured by income for which any Parent Entity or IPO Vehicle is liable up to an amount not to exceed, with respect to federal taxes, the amount of any such taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if the Borrower had filed a consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code) of which it were the common parent, or with respect to state, foreign, provincial and local taxes, the amount of any such taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated, combined, unitary or affiliated basis as if the Borrower had filed a consolidated, combined, unitary or affiliated return on behalf of an affiliated group (as defined in the applicable state, foreign, provincial or local tax laws for filing such return) consisting only of the Borrower and its Subsidiaries. Taxes include all interest, penalties and additions relating thereto.

“Reorganization Agreement”: the Reorganization Agreement, dated as of [], 2021, by and among Topco, Pubco, Management Holdings, Waterworks Holdings, certain CD&R Investors and other parties set forth in the preamble thereto, as the same may be amended, supplemented, waived or otherwise modified from time to time.

 

78


Reportable Event”: any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30 day notice period is waived under Section 21, 22, 23, 24, 25, 27 or 28 of PBGC Regulation Section 4043 or any successor regulation thereto.

Repricing Transaction”: the prepayment, refinancing, substitution or replacement of all or a portion of the Initial Term Loans (including, without limitation, as may be effected through any amendment, waiver or modification to this Agreement relating to the interest rate for, or weighted average yield of, the Initial Term Loans), (a) if the primary purpose of such prepayment, refinancing, substitution, replacement, amendment, waiver or modification is (as reasonably determined by the Borrower in good faith, which determination shall be conclusive) to refinance the Initial Term Loans at a lower “effective yield” (taking into account, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBOR Rate, but including any LIBOR floor or similar floor that is higher than the then applicable Adjusted LIBOR Rate), (b) if the prepayment, refinancing, substitution, replacement, amendment, waiver or modification is effectuated by the incurrence by the Borrower or any Restricted Subsidiary of new Indebtedness, such new Indebtedness is broadly marketed or syndicated first lien secured bank financing, and (c) if such prepayment, refinancing, substitution, replacement, amendment, waiver or modification results in first lien secured bank financing having an “effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Borrower, consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such financing (calculated based on assumed four-year average life and without present value discount), but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBOR Rate, but including any LIBOR floor or similar floor that is higher than the then applicable Adjusted LIBOR Rate) that is less than the “effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Borrower, on the same basis) of the Initial Term Loans prior to being so prepaid, refinanced, substituted or replaced or subject to such amendment, waiver or modification to this Agreement.

Required Lenders”: Lenders the Term Credit Percentages of which aggregate to greater than 50.0%; provided that the Term Loans and unused Term Loan Commitments (if any) held or deemed held by Defaulting Lenders shall be excluded for purposes of making a determination of Required Lenders; provided further, that the Term Loans and unused Term Loan Commitments (if any) held or deemed held by a Disqualified Party shall be excluded for purposes of making a determination of Required Lenders.

Required Majority in Interest Lenders”: Lenders of any Tranche or Lenders of any group of affected Lenders, as applicable, the Total Credit Percentages of which aggregate to greater than 50.0% of the Total Credit Percentages of such Tranche or Lenders of such group of affected Lenders; provided that Incremental Revolving Commitments and Term Loans and unused Term Loan Commitments (if any) held or deemed held by Defaulting Lenders shall be

 

79


excluded for purposes of making a determination of Required Majority in Interest Lenders; provided, further, that the Incremental Revolving Commitments and Term Loans and unused Term Loan Commitments (if any) held or deemed held by a Disqualified Party shall be excluded for purposes of making a determination of Required Majority in Interest Lenders.

Requirement of Law”: as to any Person, the Organizational Documents of such Person, and any law, statute, ordinance, code, decree, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its material property or to which such Person or any of its material property is subject, including laws, ordinances and regulations pertaining to zoning, occupancy and subdivision of real properties; provided that the foregoing shall not apply to any non-binding recommendation of any Governmental Authority.

“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

Responsible Officer”: as to any Person, any of the following officers of such Person: (a) the chief executive officer or the president of such Person and, with respect to financial matters, the chief financial officer, chief accounting officer, the treasurer or the controller of such Person, (b) any vice president of such Person or, with respect to financial matters, any assistant treasurer or assistant controller of such Person, in each case who has been designated in writing to the Administrative Agent or the Collateral Agent as a Responsible Officer by such chief executive officer or president of such Person or, with respect to financial matters, by such chief financial officer of such Person, (c) with respect to the fifth and sixth sentences of Subsection 1.2(c), Subsection 7.7 and ERISA matters and without limiting the foregoing, the general counsel (or substantial equivalent) of such Person, (d) with respect to any Person that does not have officers, the officer listed in clauses (a) through (c) of a Person that has the authority to act on behalf of such Person and (e) any other individual designated as a “Responsible Officer” for the purposes of this Agreement by the Board of Directors or equivalent body of such Person.

Restricted Payment”: as defined in Subsection 8.2(a).

Restricted Payment Transaction”: any Restricted Payment permitted pursuant to Subsection 8.2, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) of such definition and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

Restricted Subsidiary”: any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

Revolving Lender”: any Incremental Revolving Lender.

Revolving Loans”: any Incremental Revolving Loans.

 

80


Rollover Indebtedness”: Indebtedness of the Borrower or a Guarantor issued to any Lender in lieu of such Lender’s pro rata portion of any repayment of Term Loans made pursuant to Subsection 4.4(a) or (e); so long as (other than in connection with a refinancing in full of the Facilities) such Indebtedness would not have a weighted average life to maturity earlierthat is shorter than the remaining weighted average life to maturity of the Term Loans being repaid.

S&P”: Standard & Poor’s Financial Services LLC, a division of S&P Global, Inc., and its successors.

Sale”: as defined in clause (3) of the definition of “Consolidated Coverage Ratio.”

“Sanctions”: as defined in clause (c) of the first sentence of Subsection 5.21.

SEC”: the United States Securities and Exchange Commission or any successor thereto.

Secured Parties”: the “Secured Parties” as defined in the Guarantee and Collateral Agreement.

Securities Act”: the Securities Act of 1933, as amended from time to time.

Security Documents”: the collective reference to the Guarantee and Collateral Agreement and all other similar security documents hereafter delivered to the Collateral Agent granting or perfecting a Lien on any asset or assets of any Loan Party to secure the obligations and liabilities of the Loan Parties hereunder and/or under any of the other Loan Documents or to secure any guarantee by any Guarantor of any such obligations and liabilities, including any security documents executed and delivered or caused to be delivered to the Collateral Agent pursuant to Subsection 7.9(a), 7.9(b), 7.9(c) or 7.9(d), in each case, as amended, supplemented, waived or otherwise modified from time to time.

Sellers”: HD Supply Holdings, LLC, a Florida limited liability company, and HD Supply GP & Management, Inc., a Delaware corporation, and in each case any successor in interest thereto.

Senior ABL Agreement”: the ABL Credit Agreement, dated as of the date hereofClosing Date, as amended by Amendment No. 1, dated as of July 8, 2019, Amendment No. 2, dated as of May 4, 2020, and Amendment No. 3, dated as of the First Amendment Effective Date, among the Borrower, the subsidiary borrowers party thereto from time to time, the lenders party thereto from time to time and Citibank, N.A. (and/or one of its Affiliates), as administrative agent and collateral agent thereunder, as such agreement may be further amended, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased, decreased or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior ABL Agreement or one or more other credit agreements or otherwise), except to the extent such agreement, instrument or document expressly provides that it is not intended to be and is not a Senior ABL Agreement. Any reference to the Senior ABL Agreement hereunder shall be deemed a reference to each Senior ABL Agreement then in existence.

 

81


Senior ABL Facility”: the collective reference to the Senior ABL Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent, trademark and copyright security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased, decreased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior ABL Agreement or one or more other credit agreements, indentures (including the Senior Notes Indenture) or financing agreements or otherwise) except to the extent such agreement, instrument or document expressly provides that it is not intended to be and is not a Senior ABL Facility. Without limiting the generality of the foregoing, the term “Senior ABL Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Borrower as additional borrowers or guarantors thereunder, (iii) increasing or decreasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

“Senior Add-on Notes”: Additional 6.125% Senior Notes due 2025 of the Borrower issued on June 5, 2020, as the same may be exchanged for substantially similar senior notes that have been registered under the Securities Act, and as the same or such substantially similar notes may be amended, supplemented, waived or otherwise modified from time to time in accordance with this Agreement.

Senior Notes”: 6.125% Senior Notes due 2025 of the Borrower issued on the date hereofClosing Date, as the same may be exchanged for substantially similar senior notes that have been registered under the Securities Act, and as the same or such substantially similar notes may be amended, supplemented, waived or otherwise modified from time to time in accordance with this Agreement.

Senior Notes Documents”: the Senior Notes Indenture and all other instruments, agreements and other documents evidencing or governing the Senior Notes and the Senior Add-on Notes or providing for any guarantee, obligation, security or other right in respect thereof, as the same may be amended, supplemented, waived or otherwise modified from time to time.

Senior Notes Indenture”: the Indenture dated as of the date hereofClosing Date, under which the Senior Notes and the Senior Add-on Notes are issued, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with this Agreement.

Set”: the collective reference to Eurodollar Loans of a single Tranche, the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Eurodollar Loans shall originally have been made on the same day).

Settlement Service”: as defined in Subsection 11.6(b).

 

82


Single Employer Plan”: any Plan which is covered by Title IV or Section 302 of ERISA or Section 412 of the Code, but which is not a Multiemployer Plan.

Solicited Discount Proration”: as defined in Subsection 4.4(l)(iv)(3).

Solicited Discounted Prepayment Amount”: as defined in Subsection 4.4(l)(iv)(1).

Solicited Discounted Prepayment Notice”: an irrevocable written notice of a Borrower Solicitation of Discounted Prepayment Offer made pursuant to Subsection 4.4(l)(iv) substantially in the form of Exhibit Q.

Solicited Discounted Prepayment Offer”: the irrevocable written offer by each Lender, substantially in the form of Exhibit R, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

Solicited Discounted Prepayment Response Date”: as defined in Subsection 4.4(l)(iv)(1).

Solvent” and “Solvency”: with respect to the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date means (i) the Fair Value and Present Fair Salable Value of the assets of the Borrower and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Borrower and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) the Borrower and its Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature (all capitalized terms used in this definition (other than “Borrower”, “Closing Date”, “Subsidiary” and “Transactions”, which have the meanings set forth in this Agreement) shall have the meaningmeanings assigned to such terms in the form of solvency certificate attached hereto as Exhibit H).

Special Purpose Entity”: (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code or any analogous law, as in effect in any applicable jurisdiction from time to time), other accounts and/or other receivables, and/or related assets, (ii) acquiring, selling, leasing, financing or refinancing Real Property and/or related rights (including under leases and insurance policies) and/or related assets (including managing, exercising and disposing of any such rights and/or assets) and/or (iiiii) financing or refinancing in respect of Capital Stock of any Special Purpose Subsidiary.

Special Purpose Financing”: any financing or refinancing of assets consisting of or including Receivables and/or Real Property of the Borrower or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition (including any financing or refinancing in respect of Capital Stock of a Special Purpose Subsidiary held by another Special Purpose Subsidiary).

 

83


Special Purpose Financing Expense”: for any period, (a) the aggregate interest expense for such period on any Indebtedness of any Special Purpose Subsidiary that is a Restricted Subsidiary, which Indebtedness is not recourse to the Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), and (b) Special Purpose Financing Fees.

Special Purpose Financing Fees”: distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing.

Special Purpose Financing Undertakings”: representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Borrower or any of its Restricted Subsidiaries that the Borrower determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging Obligations or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Borrower or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any Guarantee in respect of customary recourse obligations (as determined in good faith by the Borrower, which determination shall be conclusive) in connection with any collateralized mortgage-backed securitization or any other Special Purpose Financing or Financing Disposition, including in respect of Liabilities in the event of any involuntary case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

Special Purpose Subsidiary”: any Subsidiary of the Borrower that (a) is engaged solely in (x) the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code or any analogous law, as in effect in any applicable jurisdiction from time to time) and other accounts and receivables (including any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, (ii) acquiring, selling, leasing, financing or refinancing Real Property and/or related rights (including under leases and insurance policies) and/or related assets (including managing, exercising and disposing of any such rights and/or assets), all proceeds thereof and all rights (contractual and other), collateral and/or other assets relating thereto, and/or (iiiii ) owning or holding Capital Stock of any Special Purpose Subsidiary and/or engaging in any financing or refinancing in respect thereof, and (y) any business or activities incidental or related to such business, and (b) is designated as a “Special Purpose Subsidiary” by the Borrower.

Specified Discount”: as defined in Subsection 4.4(l)(ii)(1).

Specified Discount Prepayment Amount”: as defined in Subsection 4.4(l)(ii)(1).

 

84


Specified Discount Prepayment Notice”: an irrevocable written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Subsection 4.4(l)(ii) substantially in the form of Exhibit S.

Specified Discount Prepayment Response”: the written response by each Lender, substantially in the form of Exhibit T, to a Specified Discount Prepayment Notice.

Specified Discount Prepayment Response Date”: as defined in Subsection 4.4(l)(ii)(1).

Specified Discount Proration”: as defined in Subsection 4.4(l)(ii)(3).

Specified Existing Tranche”: as defined in Subsection 2.10(a)(ii).

Specified Refinancing Amendment”: an amendment to this Agreement effecting the incurrence of Specified Refinancing Facilities in accordance with Subsection 2.11.

Specified Refinancing Facilities”: as defined in Subsection 2.11(a).

Specified Refinancing Indebtedness”: Indebtedness incurred by the Borrower pursuant to and in accordance with Subsection 2.11.

Specified Refinancing Lenders”: as defined in Subsection 2.11(b).

Specified Refinancing Loans”: as defined in Subsection 2.11(a).

Specified Refinancing Term Loan Facilities”: as defined in Subsection 2.11(a).

Specified Refinancing Term Loans”: as defined in Subsection 2.11(a).

Specified Refinancing Tranche”: Specified Refinancing Facilities with the same terms and conditions made on the same day and any Supplemental Term Loan in respect thereof added to such Tranche pursuant to Subsection 2.8.

Specified Representations”: the representations set forth in (x) the last sentence of Subsection 5.2, (y) Subsections 5.3(a) (with respect to due organization and valid existence), 5.4 (other than the second sentence thereof), (to the extent the incurrence of the Loans, the provision of guarantees and granting of security would contravene the Organizational Documents of any Loan Party) 5.5(c), 5.11, 5.13 (subject to the limitations set forth in the proviso to Subsections 6.1(a), 6.1(g) and 6.1(h)), 5.21(a) and (to the extent the use of proceeds of the Loans on the Closing Date would violate OFAC) clause (c) of the first sentence of Subsection 5.21 and (z) the first sentence of Subsection 5.14.

Sponsor”: CD&R.

Stated Maturity”: with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency).

 

85


Statutory Reserves”: for any day as applied to a Eurodollar Loan, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding $1,000,000,000 against “Eurocurrency liabilities” (as such term is used in Regulation D). Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

Submitted Amount”: as defined in Subsection 4.4(l)(iii)(1).

Submitted Discount”: as defined in Subsection 4.4(l)(iii)(1).

Subordinated Obligations”: any Indebtedness of the Borrower (whether outstanding on the Closing Date or thereafter Incurred) that is expressly subordinated in right of payment to the Term Loan Facility Obligations pursuant to a written agreement.

Subsection 2.10 Additional Amendment”: as defined in Subsection 2.10(c).

Subsidiary”: as to any Person, a corporation, association, partnership, limited liability company or other entity (a) of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned by such Person, or (b) the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting purposes. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

Subsidiary Guarantor”: (x) each Domestic Subsidiary (other than any Excluded Subsidiary) of the Borrower which executes and delivers a Subsidiary Guaranty pursuant to Subsection 7.9 or otherwise, in each case, unless and until such time as the respective Subsidiary Guarantor (a) ceases to constitute a Domestic Subsidiary of the Borrower in accordance with the terms and provisions hereof, (b) is designated an Unrestricted Subsidiary pursuant to the terms of this Agreement or (c) is released from all of its obligations under the Subsidiary Guaranty in accordance with the terms and provisions thereof and (y) each other Subsidiary of the Borrower which the Borrower causes to execute and deliver a Subsidiary Guaranty pursuant to the last sentence of Subsection 7.9(b) or otherwise, in each case, unless and until such time as the respective Subsidiary Guarantor (a) ceases to constitute a Domestic Subsidiary of the Borrower in accordance with the terms and provisions hereof, (b) is designated an Unrestricted Subsidiary pursuant to the terms of this Agreement or (c) is released from all of its obligations under the Subsidiary Guaranty in accordance with the terms and provisions thereof.

 

86


Subsidiary Guaranty”: the guaranty of the Term Loan Facility Obligations of the Borrower under the Loan Documents provided pursuant to the Guarantee and Collateral Agreement or pursuant to a guaranty in such other form as may be agreed between the Borrower and the Administrative Agent.

Successor Borrower”: as defined in Subsection 8.7(a)(i).

Supplemental Term Loan Commitments”: as defined in Subsection 2.8(a).

Supplemental Term Loans”: Term Loans made in respect of Supplemental Term Loan Commitments.

Supply Agreement”: the Supply Agreement, dated as of the date hereofClosing Date, by and between the Borrower and HD Supply Facilities Maintenance, Ltd. d/b/a USABlueBook, as the same may be amended, supplemented, waived or otherwise modified from time to time.

Tax Distributions”: tax distributions to members of the Borrower pursuant to the Borrower Partnership Agreement.

Tax Sharing Agreement”: theany Tax Sharing Agreement between the Borrower and any Parent Entity or IPO Vehicle to be entered into at the election of the Borrower in connection with an initial public offering or other restructuring of the Borrower, Passthrough Holdings, Blocker Holdings, Management HoldingsTopco, Midco, Intermediate GP, any other Parent Entity or any IPO Vehicle, on or prior to such initial public offering or other restructuring that (i) in the case of a Tax Sharing Agreement providing for the sharing of taxes in respect of a consolidated, combined, unitary or affiliated tax group, is substantially in the form of Exhibit V and (ii) in the case of a Tax Sharing Agreement that is a tax receivables agreement providing for the payment of certain incremental tax savings arising to the Borrower, any Parent Entity or IPO Vehicle in connection with (x) the implementation of such initial public offering or other restructuring through the use of an “Up-C” structure or (y) the use of net operating losses or other tax attributes of any Parent Entity, IPO Vehicle, the Borrower or any of its Subsidiaries generated prior to such initial public offering or other restructuring, and is on customary market terms for such agreements, in either case of clause (i) or (ii), as the same may be amended from time to time in accordance with the terms thereof and hereof.

Taxes”: any and all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority.

Temporary Cash Investments”: any of the following: (i) any investment in (x) direct obligations of the United States of America, Canada, the United Kingdom, Switzerland, a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Borrower or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any thereof, or obligations Guaranteed by the United States of America, Canada, the United Kingdom, Switzerland or a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an

 

87


investment or capital expenditure by the Borrower or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America rated at least “A” by S&P or “A-1A2 ” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (ii) overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by (x) any bank or other institutional lender under this Agreement or any Senior ABL Facility or any affiliate thereof or (y) a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital and surplus aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof) and whose long term debt is rated at least “A” by S&P or “A-1A2 ” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization) at the time such Investment is made, (iii) repurchase obligations for underlying securities or instruments of the types described in clause (i) or (ii) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 24 months after the date of acquisition, issued by a Person (other than that of the Borrower or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (v) Investments in securities maturing not more than 24 months after the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “BBB-” by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (vi) Indebtedness or Preferred Stock (other than of the Borrower or any of its Subsidiaries) having a rating of “A” or higher by S&P or “A2” or higher by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (vii) investment funds investing at least 90.0% of their assets in securities of the type described in clauses (i) through (vi) above (which funds may also hold cash pending investment and/or distribution), (viii) any money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as amended and (ix) similar investments approved by the Board of Directors in the ordinary course of business.

Term Credit Percentage”: as to any Lender at any time, the percentage of the aggregate outstanding Term Loans (if any) of the Lenders and aggregate unused Term Loan Commitments of the Lenders (if any) then constituted by such Lender’s outstanding Term Loans (if any) and such Lender’s unused Term Loan Commitments (if any).

 

88


Term Loan Commitment”: as to any Lender, the aggregate of its Initial Term Loan Commitments, Incremental Term Loan Commitment and Supplemental Term Loan Commitments; collectively as to all Lenders the “Term Loan Commitments.”

Term Loan Declined Amount”: as defined in Subsection 4.4(h).

Term Loan Facility Obligations”: obligations of the Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during (or that would accrue but for) the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents.

Term Loan Priority Collateral”: as defined in the ABL/Term Loan Intercreditor Agreement, whether or not the same remains in full force and effect.

Term Loans”: the Initial Term Loans, Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, as the context shall require.

“Topco”: Core & Main Holdings, LP, a Delaware limited partnership, and any successor in interest thereto.

“Topco PIK Notes”: 8.625%/9.375% Senior PIK Toggle Notes due 2024 of Topco issued on September 16, 2019, as the same may be exchanged for substantially similar senior PIK toggle notes that have been registered under the Securities Act, and as the same or such substantially similar notes may be amended, supplemented, waived or otherwise modified from time to time.

Total Credit Percentage”: as to any Lender at any time, the percentage which (a) the sum of (i) such Lender’s Incremental Revolving Commitment (if any) then outstanding (or, if the Incremental Revolving Commitments have terminated or expired, such Lender’s then outstanding Revolving Loans) and (ii) such Lender’s then outstanding Term Loans (if any) and such Lender’s unused Term Loan Commitments (if any) then outstanding constitutes of (b) the sum of (i) the Incremental Revolving Commitments (if any) of all Lenders then outstanding (or, if the Incremental Revolving Commitments have terminated or expired, such Lender’s then outstanding Revolving Loans) and (ii) the aggregate outstanding Term Loans (if any) of all Lenders then outstanding and aggregate unused Term Loan Commitments of all Lenders (if any) then outstanding.

Trade Payables”: with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

 

89


Trading Price”: as defined in Subsection 11.6(m)(iv)(A)(3)(z).

Tranche”: (i) with respect to Term Loans or commitments, refers to whether such Term Loans or commitments are (1Original Initial Term Loans or Original Initial Term Loan Commitments, (2Tranche B Term Loans or Tranche B Term Loan Commitments, (3) Incremental Loans or Incremental Term Loan Commitments with the same terms and conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8, (34 ) Extended Term Loans (of the same Extension Series) or (45) Specified Refinancing Term Loan Facilities with the same terms and conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8 (excluding Tranche B Term Loans and Tranche B Term Loan Commitments) and (ii) with respect to Revolving Loans or commitments, refers to whether such Revolving Loans or commitments are Incremental Revolving Commitments or Incremental Revolving Loans with the same terms and conditions made on the same day pursuant to Subsection 2.8.

“Tranche B Effective Date Transactions”: collectively, any or all of the following (whether taking place prior to, on or following the First Amendment Effective Date): (i) the entry into the Reorganization Agreement and the Exchange Agreement and the consummation of the transactions contemplated thereby[, including those transactions described under the caption “The Reorganization Transactions” in the prospectus, dated [], 2021, relating to Pubco’s registration statement on Form S-1 (Registration No. 333-256382) in the form filed with the SEC pursuant to Rule 424(b) under the Securities Act (including the Pubco Merger Sub Mergers and the Pubco Mergers)], (ii) the Pubco IPO, resulting in Pubco issuing certain equity interests of Pubco being listed on a nationally recognized stock exchange in the U.S., (iii) the entry into the First Amendment and Incurrence of Tranche B Term Loans (including via an exchange of the Original Initial Term Loans for Tranche B Term Loans) thereunder, (iv) the entry into Amendment No. 3 to the Senior ABL Facility and any Incurrence of Indebtedness thereunder on the First Amendment Effective Date, (v) the repayment of the Original Initial Term Loans held by the Non-Exchanging Term Lenders or exchange by the Exchanging Term Lenders of the Original Initial Term Loans through a cashless rollover pursuant to Subsection 4.4(g), (vi) the repayment of the Senior Notes, the Senior Add-on Notes and the Topco PIK Notes, and (vii) all other transactions relating to any of the foregoing (including payment of fees, premiums and expenses related to any of the foregoing).

“Tranche B Installment Date”: as defined in Subsection 2.2(b)(ii).

“Tranche B Term Lender”: any Lender having a Tranche B Term Loan Commitment and/or a Tranche B Term Loan outstanding hereunder.

“Tranche B Term Loan”: as defined in Subsection 2.1(b)(i).

“Tranche B Term Loan Commitment”: as to any Lender, its obligation to make Tranche B Term Loans to the Borrower pursuant to Subsection 2.1(b) in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment” or, in the case of any Lender that is an Assignee, the amount of the assigning Lender’s Tranche B Term Loan Commitment assigned to such Assignee pursuant to Subsection 11.6(b) (in each case as such

 

90


amount may be adjusted from time to time as provided herein); collectively, as to all the Lenders, the “Tranche B Term Loan Commitments”. The original aggregate amount of the Tranche B Term Loan Commitments on the First Amendment Effective Date, immediately after giving effect to the First Amendment, is $1,500,000,000.

“Tranche B Term Loan Maturity Date”: [], 2028.1

Transaction Agreements”: collectively, (i) the Plumb Acquisition Agreement, (ii) the CD&R Indemnification Agreement, (iii) the CD&R Consulting Agreement, (iv) the Transition Services Agreement, (v) the Supply Agreement, and (vi) the Reorganization Agreement, (vii) the Exchange Agreement and (viii) any agreement primarily providing for indemnification and/or contribution for the benefit of any Permitted Holder in respect of Liabilities resulting from, arising out of or in connection with, based upon or relating to (a) any management, consulting or advisory services, or any financing, underwriting or placement services or other investment banking activities to, for or in respect of any Parent Entity or any of its Subsidiaries, (b) any offering of securities or other financing activity or arrangement of or by any Parent Entity or any of its Subsidiaries or (c) any action or failure to act of or by any Parent Entity or any of its Subsidiaries (or any of their respective predecessors), in each case as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

Transactions”: collectively, any or all of the following (whether taking place prior to, on or following the date hereofClosing Date): (i) the entry into the Plumb Acquisition Agreement and the consummation of the transactions contemplated thereby, including (a) the Waterworks Merger, whereby (1) a portion of the proceeds of the transaction financing shall be distributed pro rata to interest holders in Waterworks Opco including the Sellers and Waterworks Blocker and (2) immediately following such distribution, Passthrough Holdings purchases the Sellers’ direct interests in Waterworks Opco, (b) the Blocker Merger and (c) the subsequent acquisition by the Borrower from Affiliates of the Sellers of certain assets related to the Waterworks Business, (ii) the conversion of Blocker Holdings into a Delaware limited liability company following the Blocker Merger, (iii) the contribution of Blocker Holdings to Blocker Aggregator following the conversion described in the preceding clause (ii) of this definition, (iv) the entry into the Senior Notes Documents, and the offer and issuance of the Senior Notes, (v) the entry into this Agreement and the other Loan Documents and Incurrence of Indebtedness hereunder, (vi) the entry into the ABL Facility Documents and any Incurrence of Indebtedness thereunder on the date hereofClosing Date, (vii) the Equity Contribution and (viii) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

Transferee”: any Participant or Assignee.

Transition Services Agreement”: the Transition Services Agreement, to be dated as of the date hereofClosing Date, by and between the Borrower, on behalf of itself and certain of its Affiliates, and HD Supply, Inc., a Delaware corporation (and any successors in interest thereto), on behalf of itself and certain of its subsidiaries, as the same may be amended, supplemented, waived or otherwise modified from time to time.

 

1 

NTD. To be seven years after the First Amendment Effective Date.

 

91


Treasury Capital Stock”: as defined in Subsection 8.2(b)(i).

Type”: the type of Loan determined based on the interest option applicable thereto, with there being two Types of Loans hereunder, namely ABR Loans and Eurodollar Loans.

UCC”: the Uniform Commercial Code as in effect in the State of New York from time to time.

“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

United States Person”: any United States person within the meaning of Section 7701(a)(30) of the Code.

Unrestricted Cash”: at any date of determination, without duplication, (a) the aggregate amount of cash, Cash Equivalents and Temporary Cash Investments included in the cash accounts that would be listed on the consolidated balance sheet of the Borrower prepared in accordance with GAAP as of the end of the most recent four consecutiverecently ended Fiscal QuartersMonth of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) ending prior to the date of such determination for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available to the extent such cash is not classified as “restricted” for financial statement purposes (unless so classified solely because of any provision under the Loan Documents, the ABL Facility Documents or any other agreement or instrument governing other Indebtedness that is subject to the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement governing the application thereof or because they are subject to a Lien securing the Term Loan Facility Obligations, Obligations under the ABL Facility Documents or other Indebtedness that is subject to the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement), plus (bcash, Cash Equivalents and Temporary Cash Investments from the proceeds of any capital contribution to the Borrower or from the issuance or sale of its Capital Stock or from any Incurrence of Indebtedness in reliance on the Ratio Incremental Facility or any other Indebtedness which is secured by Liens pursuant to clause (s) of the definition of “Permitted Liens” since the date of such consolidated balance sheetsince the end of such Fiscal Month and on or prior to the date of determination (that, in the case of Indebtedness, are (in the

 

92


good faith judgment ofby the Borrower, which determination shall be conclusive), intended to be used for working capital purposes.), plus (c) cash, Cash Equivalents and Temporary Cash Investments that cash collateralize letters of credit issued on behalf of the Borrower or any of its Restricted Subsidiaries, including the proceeds of any Indebtedness being borrowed at the time of determination.

Unrestricted Subsidiary”: (i) any Subsidiary of the Borrower that at the time of determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided, that (A) such designation was made at or prior to the Closing Date, or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (C) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Subsection 8.2 and (D) immediately after such designation, no Event of Default under Subsection 9.1(a) or (f) shall have occurred and be continuing. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation (1)  (xw) the Borrower could Incur at least $1.00 of additional Indebtedness under Subsection 8.1(a) or (ySubsection 8.1(b)(xvii) or (x) the Consolidated Coverage Ratio would be equal to or greater than it wasor exceed the Consolidated Coverage Ratio immediately prior to giving effect to such designation or (y) the Consolidated Total Leverage Ratio would be equal or be less than the Consolidated Total Leverage Ratio immediately prior to giving effect to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed to be Incurred and outstanding) pursuant to Subsection 8.1(b) and (2) immediately after such designation, no Event of Default under Subsection 9.1(a) or (f) shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the Borrower’s Board of Directors giving effect to such designation and a certificate of a Responsible Officer of the Borrower certifying that such designation complied with the foregoing provisions.

“U.S. Special Resolution Regime”: each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

U.S. Tax Compliance Certificate”: as defined in Subsection 4.11(b)(ii)(2).

Voting Stock”: as to any entity, all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity.

 

93


Waterworks Acquisition”: the acquisition by Passthrough Holdings and New Blocker on the Closing Date, in accordance with the Plumb Acquisition Agreement, from the Sellers and Affiliates thereof of the Waterworks Business by means of (i) the Waterworks Merger, (ii) the Blocker Merger and (iii) the subsequent acquisition by the Borrower from Affiliates of the Sellers of certain assets related to the Waterworks Business.

Waterworks Blocker”: HD Supply Waterworks Group, Inc., a Delaware corporation, and any successor in interest thereto.

Waterworks Business”: the operations reflected in the financial statements delivered pursuant to Subsection 6.1(d), including the distribution of complete lines of water and wastewater transmission products, serving contractors and municipalities in the water and wastewater industries for residential and non-residential uses, in the following markets: non-residential, residential, water systems and sewage systems, to the extent operated by the Acquired Companies and its Affiliates; provided, that, “Waterworks Business” does not include any (a) assets or operations of the “USA Blue Book” business of Sellers’ Affiliates or (b) corporate level services.

“Waterworks Holdings”: CD&R Waterworks Holdings, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto

Waterworks Merger”: the merger of Passthrough Mergersub with and into Waterworks Opco, with Waterworks Opco being the survivor of such merger.

Waterworks Opco”: HD Supply Waterworks, Ltd., a Florida limited partnership, and any successor in interest thereto. As of the First Amendment Effective Date, Waterworks Opco is Core & Main LP, a Florida limited partnership.

Wholly Owned Domestic Subsidiary”: as to any Person, any Domestic Subsidiary of such Person of which such Person owns, directly or indirectly through one or more Wholly Owned Subsidiaries, all of the Capital Stock of such Domestic Subsidiary other than directors qualifying shares or shares held by nominees.

Wholly Owned Subsidiary”: as to any Person, any Subsidiary of such Person of which such Person owns, directly or indirectly through one or more Wholly Owned Subsidiaries, all of the Capital Stock of such Subsidiary other than directors qualifying shares or shares held by nominees.

Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule., and (b) with respect to the United Kingdom, the powers of the applicable Resolution Authority in each case under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

 

94


“WW Advisor”: CD&R WW Advisor, LLC, Delaware limited liability company, and any successor in interest thereto.

1.2 Other Definitional and Interpretive Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any Notes, any other Loan Document or any certificate or other document made or delivered pursuant hereto.

(b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default or, Event of Default thator failure of a condition precedent that resulted or may have resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (iithe taking of any actionact or omission by any Loan Party or any Subsidiary of any Loan Party that was prohibited hereunder solely as a result of the continuation of such Cured Default (and was not otherwise prohibited by this Agreement), in each case which subsequent Default or, Event of Default or failure would not have arisen had the Cured Default not been continuing at the time of such representation, warranty or, action or omission, shall be deemed to automatically be cured or satisfied, as applicable, upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty or, action or omission, no Responsible Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower will provide prompt written notice of any such automatic cure to the Administrative Agent after a Responsible Officer of the Borrower knows of the occurrence of any such automatic cure. Any time period in this Agreement to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation.

 

95


(d) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period.

(e) For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Borrower (or any Parent Entity or IPO Vehicle) shall be to the combined financial statements of the Waterworks Business, with pro forma effect being given to the Transactions (with Subsidiaries of the Waterworks Business that are Subsidiaries of the Borrower after giving effect to the Transactions being deemed Subsidiaries of the Borrower), as the context may require, provided that nothing in this clause (e) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Waterworks Business, except as otherwise specifically required by this Agreement.

(f) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number).

(g) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein.

(h) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparableequivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such comparableequivalent laws, rules or regulations in such other applicable jurisdiction) or (zirrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the

 

96


avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (i), and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparableequivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such comparableequivalent laws, rules or regulations in such other applicable jurisdiction) or (zirrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

(j) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:

(i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other financial measure;

(ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets or Four Quarter Consolidated EBITDA); or

(iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement;

in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparableequivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such comparableequivalent laws, rules or regulations in such other applicable jurisdiction) or (zirrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection

 

97


therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided, that (a) if financial statements for one or more subsequent Fiscal Quarters or Fiscal Years shall have been delivered pursuant to Subsection 7.1(a) or 7.1(b), the Borrower may elect, in its sole discretion, to re-determine all such ratios, baskets or amounts on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, baskets or amounts and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the applicable LCT Test Date, Consolidated Interest Expense for purposes of the Consolidated Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA or Consolidated Tangible Assets of the Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated or, (2) the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is revoked or expires without consummation, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.

 

98


(k) Any reference herein or in any other Loan Document to (i) a transfer, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company or a limited partnership, as applicable, or an allocation of assets to a series of a limited liability company (collectively, a “Division”), as if it were a transfer, assignment, sale or transfer, or similar term, as applicable, to a separate Person, and (ii) a merger, consolidation, amalgamation or consolidation, or similar term, shall be deemed to apply to the division of or by a limited liability company, or an allocation of assets to a series of a limited liability company, or the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation or similar term, as applicable, with a separate Person.

SECTION 2

Amount and Terms of Commitments

2.1 Initial Term Loans. (a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans:

(i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and

(ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender.

Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate.

(b)

(i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount

 

99


may be adjusted or reduced pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(g).

(ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement.

(iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans.

Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

2.2 Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of requests relating to Loans other than the Tranche B Term Loans) or the First Amendment Effective Date (in the case of requests relating to the Tranche B Term Loans) or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrower shall execute and deliver to such Lender a promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”, and, collectively, the “Notes”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender to the Borrower. Each Note shall be dated the Closing Date and; provided, that each Note in respect of a Tranche B Term Loan shall be dated the First Amendment Effective Date. Each Note shall be payable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with Subsection 4.1.

(b) (i) The Original Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on January 26, 2018 up to and including the Original Initial Term Loan Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates (each such date, an “Installment Date”) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable Installment Dates (or, if less, the aggregate amount of such Original Initial Term Loans then outstanding):

 

100


Date

  

Amount

The last Business Day of each Fiscal Quarter ending prior to the First Lender Joinder Agreement Effective Date

  

0.25% of the aggregate initial principal amount of the Original Initial Term Loans on the Closing Date

The last Business Day of each Fiscal Quarter ending on or after the First Lender Joinder Agreement Effective Date and prior to the Initial Term Loan Maturity Date

  

$3,258,565.99

Initial Term Loan Maturity Date

  

allAll unpaid aggregate principal amounts of any outstanding Initial Term Loans

(ii) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on []2, 2021 up to and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates (each such date, a “Tranche B Installment Date”) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable Tranche B Installment Dates (or, if less, the aggregate amount of such Tranche B Term Loans then outstanding):

 

Date

  

Amount

The last Business Day of each Fiscal Quarter ending prior to the Tranche B Term Loan Maturity Date

  

0.25% of the aggregate initial principal amount of the Tranche B Term Loans on the First Amendment Effective Date

Tranche B Term Loan Maturity Date

  

All unpaid aggregate principal amounts of any outstanding Tranche B Term Loans

 

2 

NTD. To be the last Business Day of the first full Fiscal Quarter ending after the First Amendment Effective Date.

 

101


2.3 Procedure for Initial Term Loan Borrowing. The Borrower shall have given the Administrative Agent notice (which notice must have been received by the Administrative Agent prior to 12:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), and shall be revocable at any time prior to funding) one Business Day prior to the Closing Date or the First Amendment Effective Date, as applicable, specifying the amount of the Initial Term Loans to be borrowed by the Borrower. Upon receipt of such notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender having an Initial Term Loan Commitment will make the amount of its pro rata share of the applicable Initial Term Loan Commitments available to the Administrative Agent, in each case for the account of the Borrower at the office of the Administrative Agent specified in Subsection 11.2 prior to 10:00 A.M., New York City time (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice), on the Closing Date or the First Amendment Effective Date, as applicable, in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

2.4 [Reserved].

2.5 Repayment of Loans. (a) The Borrower hereby, unconditionally promises to pay to the Administrative Agent in the currency in which the applicable Loans are denominated for the account of each Lender the then unpaid principal amount of each Initial Term Loan of such Lender made to the Borrower, on the Initial Term Loan Maturity Date (or such earlier date on which the Initial Term Loans become due and payable pursuant to Section 9). The Borrower hereby, further agrees to pay interest (which payments shall be payable in the same currency in which the respective Loan is denominated) on the unpaid principal amount of such Loans from time to time outstanding from the date hereofClosing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Subsection 4.1.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain the Register pursuant to Subsection 11.6(b), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a Term Loan, the Type thereof, the Tranche thereof and each Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each applicable Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each applicable Lender’s share thereof.

(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Subsection 2.5(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

 

102


2.6 [Reserved].

2.7 [Reserved].

2.8 Incremental Facilities. (a) So long as no Event of Default under Subsection 9.1(a) or (f) exists or would arise therefrom, the Borrower shall have the right (on behalf of itself, or in the case of Incremental Loans the proceeds of which will be subject to an escrow or other similar arrangement, an Escrow Subsidiary (any such Escrow Subsidiary, an “Escrow Borrower”)), at any time and from time to time after the Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”), and (iv) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and, together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this Subsection 2.8 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with Subsection 8.1(b)(i) and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount”, the Chief Financial Officer or a Responsible Officer of the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Subsection 2.8 shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion); provided that such amount may be less than $10,000,000 if such amount represents the then remaining aggregate principal amount available to be Incurred in compliance with Subsection 8.1(b)(i).

(b) Each request from the Borrower pursuant to this Subsection 2.8 shall set forth the requested amount and proposed terms of the relevant Incremental Commitments. The Incremental Commitments (or any portion thereof) may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution, an “Additional Incremental Lender”, and the Additional Incremental Lenders together with any existing Lender providing Incremental Commitments, the “Incremental Lenders”); provided that if such Additional Incremental Lender is not already a Lender hereunder or an Affiliate of a

 

103


Lender hereunder or an Approved Fund, the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required (it being understood that any such Additional Incremental Lender that is an Affiliated Lender shall be subject to the provisions of Subsection 11.6(h), mutatis mutandis, to the same extent as if such Incremental Commitments and related Obligations had been obtained by such Lender by way of assignment). The Borrower may agree, in its sole discretion, to accept a lesser amount of any Incremental Commitment than originally requested. In the event there are Lenders and Additional Incremental Lenders that have committed to an Incremental Commitment in excess of the maximum amount requested (or permitted), then the Borrower shall have the right to allocate such commitments on whatever basis the Borrower determines is appropriate.

(c) Supplemental Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Tranche of Term Loans to be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit I-1 or in such other form as may be appropriate in the opinion of the Borrower and the Administrative Agent (the “Increase Supplement”) or by each Additional Incremental Lender substantially in the form attached hereto as Exhibit I-2 or in such other form as may be appropriate in the opinion of the Borrower and the Administrative Agent (the “Lender Joinder Agreement”), as the case may be, which shall be delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Incremental Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan. Each Increase Supplement and/or Lender Joinder Agreement may, without the consent of any other Lender, effect such amendments to any Loan Documents (including amendments to Subsection 2.2(b) to increase the amortization payments or interest rate margins thereunder or add customary call protection provisions with respect thereto to allow for the applicable Incremental Loans to be fungible with an existing Tranche of Term Loans hereunder) as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Subsection 2.8(c).

(d) Incremental Commitments (other than Supplemental Term Loan Commitments) shall become commitments under this Agreement pursuant to an amendment (an “Incremental Commitment Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, an Escrow Borrower (if applicable) and each applicable Incremental Lender. An Incremental Commitment Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Subsection 2.8; provided, however, that (i) (A) the Incremental Commitments will not be guaranteed by any Subsidiary of the Borrower other than the Subsidiary Guarantors (it being understood that the primary obligation of an Escrow Borrower shall not constitute a guarantee by a Subsidiary that is not a Subsidiary Guarantor), and (other than with respect to proceeds of such Incremental Commitments which are subject to an escrow or other similar arrangement and any related deposit of cash, Cash Equivalents and/or Temporary Cash Investments to cover interest and premium in respect of such Incremental Commitments) will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral securing the Term Loan Facility Obligations (so long as any such Incremental Commitments (and related Obligations) are subject to the ABL/Term Loan Intercreditor Agreement, a Junior Lien

 

104


Intercreditor Agreement or an Other Intercreditor Agreement, as applicable, or (at the Borrower’s option) will be unsecured), (B) the Incremental Commitments and any incremental loans drawn thereunder (the “Incremental Loans”) shall rank pari passu in right of payment with or (at the Borrower’s option) junior to the Term Loan Facility Obligations and (C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Loans to be secured by any Lien on any asset (other than proceeds of Incremental Loans which are subject to an escrow or similar arrangement and any related deposit of cash, Cash Equivalents and/or Temporary Cash Investments to cover interest and premium in respect of such Incremental Loans) of any Loan Party that does not also secure the Term Loan Facility Obligations and (II) so long as any Initial Term Loans are outstanding, any mandatory prepayment from the Net Available Cash Proceeds of Asset Dispositions (other than any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed, all or in part, with Incremental Loans provided pursuant to such Incremental Commitment Amendment and the disposition of which was contemplated by any definitive agreement in respect of such acquisition) or Recovery Event or from Excess Cash Flow, to the extent the Net Available Cash Proceeds of such Asset Disposition or Recovery Event or such Excess Cash Flow are required to be applied to repay the Initial Term Loans pursuant to Subsection 4.4(e), on more than a ratable basis with the Initial Term Loans (after giving effect to any amendment in accordance with Subsection 11.1(d)(vi)); (ii) no Lender will be required to provide any such Incremental Commitment unless it so agrees; (iii) [reserved]; (iv) the maturity date and the weighted average life to maturity of any Incremental Term Loan Commitments shall be no earlier than or shorter than, as the case may be, the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity (1) for customary bridge financings, which, subject to customary conditions (as determined by the Borrower in good faith, which determination shall be conclusive), would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable or, (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Incremental Term Loans or (3) of Indebtedness under any Incremental Term Loan Commitments in an aggregate principal amount at any time outstanding (together with the aggregate principal amount of any Additional Obligations, any Refinancing Indebtedness and Indebtedness under any Specified Refinancing Term Loan Facility and any applicable Extended Tranche, in each case outstanding under the Earlier Maturity Date Basket) not in excess of the Earlier Maturity Date Basket); (v) the interest rate margins and (subject to clause (iv) above) amortization schedule applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower and the applicable Incremental Lenders; provided that in the event that the applicable interest rate margins for any syndicated floating rate Incremental Term Loans denominated in Dollars, the principal amount of which exceeds the MFN Threshold Amount, that are secured on a pari passu basis by the Collateral securing the First Lien Obligations, with a Stated Maturity that is earlier than 12 months following the InitialTranche B Term Loan Maturity Date, Incurred by the Borrower pursuant to the Ratio Incremental Facility, made on or prior to the 12-month anniversary of the Closing DateFirst Amendment Effective Date and not Incurred to finance or refinance, or otherwise in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with

 

105


or into the Borrower or any Restricted Subsidiary, or any other Investment, are higher than the applicable interest rate margin for the InitialTranche B Term Loans by more than 75 basis points, then the effective interest rate margin for the applicable InitialTranche B Term Loans at the time such Incremental Commitments become effective (the “Existing Interest Rate”) shall be increased to the extent necessary so that the Existing Interest Rate is equal to the applicable interest rate margins for such Incremental Term Loan Commitment minus 75 basis points (the “Adjusted Interest Rate”, and the number of basis points by which the Existing Interest Rate is increased, the “Increased Amount”); provided, further that, in determining the applicable interest rate margins for the applicable InitialTranche B Term Loans and the Incremental Term Loans, (A) original issue discount (“OID”) or upfront fees payable generally to all participating Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such InitialTranche B Term Loans or any Incremental Term Loan, as applicable, in the initial primary syndication thereof shall be included (with OID and upfront fees being equated to interest rate based on an assumed four-year life to maturity) (provided that, if such InitialTranche B Term Loans are issued in a manner such that all such InitialTranche B Term Loans were not issued with a uniform amount of OID or upfront fees within the applicable Tranche of InitialTranche B Term Loans, the amount of OID and upfront fees attributable to the entire Tranche of InitialTranche B Term Loans shall be determined on a weighted average basis); (B) any arrangement or structuring fees payable in connection with the Incremental Term Loans or any other fees payable in connection with the Incremental Term Loans that are not(other than, in the case of syndicated Incremental Term Loans, and only if such fees are shared with all Additional Incremental Lenders providing such syndicated Incremental Term Loans) shall, in each case, be excluded; (C) any amendments to the Applicable Margin or effective interest rate margin on the applicable InitialTranche B Term Loans that became effective subsequent to the ClosingFirst Amendment Effective Date but prior to the effective time of such Incremental Term Loans shall also be included in such calculations, (D) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the applicable InitialTranche B Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for such InitialTranche B Term Loans shall be required, to the extent an increase in the interest rate floor for such InitialTranche B Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to such InitialTranche B Term Loans shall be increased by such amount to the extent necessary to adjust the applicable Existing Interest Rate to be equal to the applicable Adjusted Interest Rate, (E) if the Incremental Term Loans include an interest rate floor lower than the interest rate floor applicable to the applicable Tranche of InitialTranche B Term Loans or do not include any interest rate floor, to the extent a reduction in the interest rate floor for such InitialTranche B Term Loans would cause a reduction in the interest rate then in effect thereunder, an amount equal to the difference between the interest rate floor applicable to the InitialTranche B Term Loans and the interest rate floor applicable to such Incremental Term Loans (which shall be deemed to equal 0% for any Incremental Term Loans without any interest rate floor), but which in any event shall not exceed the maximum amount by which a reduction in the interest rate floor applicable to the InitialTranche B Term Loans would cause a reduction in the interest rate then in effect thereunder, shall reduce the applicable interest rate margin of the applicable Incremental Term Loans for purposes of determining whether an increase in the Existing Interest Rate shall be required and (F) if the applicable Tranche of InitialTranche B

 

106


Term Loans includeincludes a pricing grid the interest rate margins in such pricing grid which are not in effect at the time the applicable Incremental Commitments become effective shall also each be increased by an amount equal to the Increased Amount; (vi) such Incremental Commitment Amendment may provide (1) for the inclusion, as appropriate, of Additional Incremental Lenders in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder, (2) class voting and other class protections for any additional credit facilities, (3) for the amendment of the definitions of “Additional Obligations”, “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” and Subsection 8.8(b), in each case only to extend the maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Incremental Term Loans, as applicable, (4) in the case of an Incremental Revolving Commitment or an Incremental Letter of Credit Commitment, provide for amendments and modifications necessary or desirable to account for the Incremental Revolving Commitments and Incremental Letter of Credit Commitments to be included in this Agreement, in each case on terms agreed by the Borrower and the Lenders providing such Commitments (including any swingline lender or issuing lender) and with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed) and (5) for the amendment of clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Incremental Term Loans; and (vii) the other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Incremental Commitment Amendment, shall otherwise be reasonably satisfactory to the Borrower; provided that to the extent such terms and documentation are not consistent with, in the case of Incremental Term Loans, the terms and documentation governing the Initial Term Loans (except to the extent permitted by clauses (iv), (v) or (vi) above), they shall be reasonably satisfactory to the Borrower and the Administrative Agent.

2.9 Permitted Debt Exchanges. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower to all Lenders (other than any Lender that, if requested by the Borrower, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) with outstanding Term Loans of a particular Tranche, as selected by the Borrower, the Borrower may from time to time following the Closing Date consummate one or more exchanges of Term Loans of such Tranche for Additional Obligations in the form of notes (such notes, “Permitted Debt Exchange Notes”, and each such exchange a “Permitted Debt Exchange”), so long as the following conditions are satisfied: (i) the aggregate principal amount (calculated on the face amount thereof) of Term Loans exchanged shall be equal to or more than the aggregate principal amount (calculated on the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such exchange, (ii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged by the Borrower pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrower on the date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or such other form as may be reasonably

 

107


requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate cancellation), (iii) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount of the applicable Tranche actually held by it) shall exceed the maximum aggregate principal amount of Term Loans offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered, (iv) each such Permitted Debt Exchange Offer shall be made on a pro rata basis to the Lenders (other than any Lender that, if requested by the Borrower, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) based on their respective aggregate principal amounts of outstanding Term Loans of the applicable Tranche, (v) all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing and all written communications generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made in consultation with the Administrative Agent and (vi) any applicable Minimum Exchange Tender Condition shall be satisfied. Notwithstanding anything to the contrary herein, no Lender shall have any obligation to agree to have any of its Loans exchanged pursuant to any Permitted Debt Exchange Offer.

(b) With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Subsection 2.9, (i) such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Subsection 4.4 and (ii) such Permitted Debt Exchange Offer shall be made for not less than $5,000,000 in aggregate principal amount of Term Loans (or, in each case, such lower principal amount as agreed to by the Administrative Agent in its reasonable discretion), provided that subject to the foregoing clause (ii), the Borrower may at its election specify as a condition (a “Minimum Exchange Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of Term Loans be tendered.

(c) In connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least tenfive Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and the Borrower and the Administrative Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of this Subsection 2.9 and without conflict with Subsection 2.9(d); provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than five Business Days following the date on which the Permitted Debt Exchange Offer is made (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion).

 

108


(d) The Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws in connection with each Permitted Debt Exchange, it being understood and agreed that (x) neither the Administrative Agent nor any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection with any Permitted Debt Exchange (other than the Borrower’s reliance on any certificate delivered by a Lender pursuant to Subsection 2.9(a) above for which such Lender shall bear sole responsibility) and (y) each Lender shall be solely responsible for its compliance with any applicable “insider trading” laws and regulations to which such Lender may be subject under the Exchange Act.

2.10 Extension of Term Loans. (a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of one or more Tranches (including any Extended Term Loans) existing at the time of such request (each, an “Existing Term Tranche” or “Existing Tranche” and the Term Loans of such Tranche, the “Existing Term Loans” or the “Existing Loans”) be converted to extend the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Tranche”, and the Term Loans of such Extended Tranches, the “Extended Term Loans” or the “Extended Loans”) and to provide for other terms consistent with this Subsection 2.10; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche (provided that any applicable Extended Tranche may have an earlier maturity date and/or shorter weighted average life to maturity (1) in the case of customary bridge financings, which, subject to customary conditions (as determined by the Borrower in good faith, which determination shall be conclusive), would either be automatically converted into or required to be exchanged for permanent financing which does not provide for such earlier maturity date or such shorter weighted average life to maturity, (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Extended Tranche or (3) if the aggregate principal amount of such applicable Extended Tranche at any time outstanding (together with the aggregate principal amount of any Additional Obligations, any Refinancing

 

109


Indebtedness and Indebtedness under any Incremental Term Loan Commitments and any Specified Refinancing Term Loan Facility, in each case outstanding under the Earlier Maturity Date Basket) does not exceed the Earlier Maturity Date Basket); provided that, notwithstanding anything to the contrary in this Subsection 2.10 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans set forth in Subsection 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).

(b) The Borrower shall provide the applicable Extension Request at least tenfive Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche(s) are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Term Loans pursuant to this Subsection 2.10 (each, an “Extension”), the Borrower shall agree to such procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Subsection 2.10. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 P.M. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline.

(c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in clauses (x) through (z) of Subsection 2.10(a), (ii) the definitions of “Additional Obligations”, “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” and Subsection 8.8(b) to amend the maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Extended Tranche, as

 

110


applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Extended Term Tranche, and which in each case, except to the extent expressly contemplated by the third to last sentence of this Subsection 2.10(c) and notwithstanding anything to the contrary set forth in Subsection 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $10,000,000 (or, in each case, such lower principal amount as agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Subsection 11.1 to any Subsection 2.10 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Subsection 2.10 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Subsection 2.10 Additional Amendments do not become effective prior to the time that such Subsection 2.10 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Subsection 2.10 Additional Amendments to become effective in accordance with Subsection 11.1; provided, further, that no Extension Amendment may provide for any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Tranche. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Subsection 2.10 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Subsection 2.10 Additional Amendment. In connection with any Extension Amendment, at the request of the Administrative Agent or the Extending Lenders, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of this Agreement as amended by such Extension Amendment, and such of the other Loan Documents (if any) as may be amended thereby.

(d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other Extended Tranches so established on such date).

(e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (i) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to)

 

111


assign pursuant to Subsection 11.6 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender (or, at its option, the Borrower) to such Non-Extending Lender concurrently with such Assignment and Acceptance or (ii) if no Event of Default exists under Subsection 9.1(a) or (f), upon notice to the Administrative Agent, prepay the Existing Loans in whole or in part, subject to Subsection 4.12, without premium or penalty. In connection with any such replacement under this Subsection 2.10, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (A) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (B) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender (or, at its option, the Borrower) to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date, the Administrative Agent shall record such assignment in the Register and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender.

(f) Following any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a portion of its Existing Loans deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written notice to the Borrower and the Administrative Agent at least 10 Business Days prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its reasonable discretion). Following a Designation Date, the Existing Loans held by such Lender so elected to be extended will be deemed to be Extended Loans of the applicable Extended Tranche, and any Existing Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans” of the applicable Tranche.

(g) With respect to all Extensions consummated by the Borrower pursuant to this Subsection 2.10, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Subsection 4.4 and (ii) no Extension Request is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and which may be waived by the Borrower) of Existing Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Subsection 2.10 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including Subsections 4.4 and 4.8) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Subsection 2.10.

 

112


2.11 Specified Refinancing Facilities. (a) The Borrower may, from time to time, add one or more new term loan facilities (the “Specified Refinancing Term Loan Facilities”) to the Facilities to refinance all or any portion of any Tranche of Term Loans then outstanding under this Agreement; provided that (i) the Specified Refinancing Facilities will not be guaranteed by any Subsidiary of the Borrower other than the Subsidiary Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral securing the Term Loan Facility Obligations (so long as any applicable Specified Refinancing Amendments (and related Obligations) are subject to the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement) or (at the Borrower’s option) will be unsecured, (ii) the Specified Refinancing Term Loan Facilities and any term loans drawn thereunder (the “Specified Refinancing Term Loans”) shall rank pari passu in right of payment with or (at the Borrower’s option) junior to the Term Loan Facility Obligations, (iii) no Specified Refinancing Amendment may provide for any Specified Refinancing Facility or any Specified Refinancing Loans to be secured by any Collateral or other assets of any Loan Party that do not also secure the Term Loan Facility Obligations, (iv) the Specified Refinancing Facilities will have such pricing, amortization (subject to clause (vi) below) and optional and mandatory prepayment terms as may be agreed by the Borrower and the applicable Lenders thereof, (v) [reserved], (vi) the maturity date and the weighted average life to maturity of any Specified Refinancing Term Loan Facility shall be no earlier than or shorter than, as the case may be, the Maturity Date of the Tranche of Term Loans being refinanced or the remaining weighted average life to maturity of the Term Loans being refinanced, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity (1) for customary bridge financings, which, subject to customary conditions (as determined by the Borrower in good faith, which determination shall be conclusive), would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Maturity Date of the Tranche of Term Loans being refinanced or the remaining weighted average life to maturity of the Term Loans being refinanced, as applicable), (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Specified Refinancing Term Loans or (3) of Indebtedness under any Specified Refinancing Term Loan Facility in an aggregate principal amount at any time outstanding (together with any Additional Obligations, any Refinancing Indebtedness and Indebtedness under any Incremental Term Loan Commitments and any applicable Extended Tranche, in each case outstanding under the Earlier Maturity Date Basket) not in excess of the Earlier Maturity Date Basket), (vii) the Net Cash Proceeds of such Specified Refinancing Facility shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Subsection 4.4 (including prepayments made with an exchange of Rollover Indebtedness under the applicable Specified Refinancing Facility as provided for in the final sentence of Subsection 4.4(g)); and (viii) the Specified Refinancing Facilities shall not have a principal or commitment amount greater than the Loans being refinanced plus the aggregate amount of all fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing.

 

113


(b) Each request from the Borrower pursuant to this Subsection 2.11 shall set forth the requested amount and proposed terms of the relevant Specified Refinancing Facility. The Specified Refinancing Facilities (or any portion thereof) may be made by any existing Lender or by any other bank or financial institution (any such bank or other financial institution, an “Additional Specified Refinancing Lender”, and the Additional Specified Refinancing Lenders together with any existing Lender providing Specified Refinancing Facilities, the “Specified Refinancing Lenders”); provided that if such Additional Specified Refinancing Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent and (such consent not to be unreasonably withheld, conditioned or delayed) shall be required (it being understood that any such Additional Specified Refinancing Lender that is an Affiliated Lender shall be subject to the provisions of Subsection 11.6(h), mutatis mutandis, to the same extent as if such Specified Refinancing Facilities and related Obligations had been obtained by such Lender by way of assignment).

(c) Specified Refinancing Facilities shall become facilities under this Agreement pursuant to a Specified Refinancing Amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower and each applicable Specified Refinancing Lender. Any Specified Refinancing Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Subsection 2.11, in each case on terms consistent with this Subsection 2.11.

(d) Any loans made in respect of any such Specified Refinancing Facility shall be made by creating a new Tranche. Each Specified Refinancing Facility made available pursuant to this Subsection 2.11 shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or, such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion).

(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Specified Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Specified Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or appropriate to reflect the existence and terms of the Specified Refinancing Facilities incurred pursuant thereto (including the addition of such Specified Refinancing Facilities as separate “Facilities” and “Tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Specified Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) and the Lenders providing such Specified Refinancing Facilities, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Subsection 2.11.

 

114


SECTION 3

[Reserved]

SECTION 4

General Provisions Applicable to Loans

4.1 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Adjusted LIBOR Rate determined for such day plus the Applicable Margin in effect for such day.

(b) Each ABR Loan shall bear interest for each day that it is outstanding at a rate per annum equal to the Alternate Base Rate in effect for such day plus the Applicable Margin in effect for such day.

(c) [Reserved].

(d) [Reserved].

(e) If all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon or (iii) any other amount payable hereunder shall not be paid when due (whether at the Stated Maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto pursuant to the relevant foregoing provisions of this Subsection 4.1, plus 2.00% and, (y) in the case of other amounts (including overdue interest), the rate that would otherwise be applicable to principal of the related Loan pursuant to the relevant foregoing provisions of this Subsection 4.1, plus 2.00% and (z) in the case of other amounts, the rate described in clause (b) of this Subsection 4.1 for ABR Loans accruing interest at the Alternate Base Rate plus 2.00%, in each case from the date of such nonpayment until such amount is paid in full (after as well as before judgment); provided that (1) no amount shall be payable pursuant to this Subsection 4.1(e) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) no amounts shall accrue pursuant to this Subsection 4.1(e) on any overdue amount or other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(f) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to clause (e) of this Subsection 4.1 shall be payable from time to time on demand exercised in accordance with Subsection 9.2.

(g) It is the intention of the parties hereto to comply strictly with applicable usury laws; accordingly, it is stipulated and agreed that the aggregate of all amounts which constitute interest under applicable usury laws, whether contracted for, charged, taken, reserved, or received, in connection with the indebtedness evidenced by this Agreement or any Notes, or any other document relating or referring hereto or thereto, now or hereafter existing, shall never exceed under any circumstance whatsoever the maximum amount of interest allowed by applicable usury laws.

 

115


4.2 Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans denominated in Dollars or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1, provided that no Eurodollar Loan denominated in Dollars may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans as on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

4.3 Minimum Amounts; Maximum Sets. All borrowings, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Set shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof (provided that, notwithstanding the foregoing (x) any Loan may be borrowed in an amount equal to the aggregate amount of the Commitments in respect of such Loan and (y) any Loan may be converted or continued in its entirety), and so that there shall not be more than 20 Sets at any one time outstanding.

 

116


4.4 Optional and Mandatory Prepayments. (a) Optional Prepayment of Term Loans. The Borrower may at any time and from time to time prepay the Term Loans, in whole or in part, subject to Subsection 4.12, without premium or penalty (except as provided in Subsection 4.5(b)), upon notice by the Borrower to the Administrative Agent prior to 1:00 P.M., New York City time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of Eurodollar Loans), or prior to 12:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) (in the case of ABR Loans). Such notice shall specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or waived. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Original Initial Term Loans pursuant to this Subsection 4.4(a) made on or prior to the six-month anniversary of the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).(i). Each prepayment of Tranche B Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is six months after the First Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(ii).

(b) [Reserved].

(c) [Reserved].

(d) [Reserved].

(e) Mandatory Prepayment of Term Loans. (i) The Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof (plus any portion of such Indebtedness which represents Rollover

 

117


Indebtedness) minus the portion of such Net Cash Proceeds applied or offered (to the extent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within five Business Days following the day on which financial statements in respect of the immediately preceding fiscal year are delivered pursuant to Subsection 7.1(a) (commencing with the fiscal year ending on or about February 3, 2019) (or, if later, the date on which such financial statements are required to be delivered) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such fiscal year (such amount, the “Applicable ECF Amount”), if and to the extent that the amount of such Excess Cash FlowApplicable ECF Amount exceeds $10,000,00020,000,000 , minus (2) the sum of (tq) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (wu ) below), (ur ) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) repaid pursuant to Subsection 2.2 and Pari Passu Indebtedness repaid pursuant to any amortization schedule provided for in such facility, in each case during such fiscal year, (s) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such fiscal year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any deemed applicationContract Consideration previously deducted pursuant to clause (z) below), (vt) the amount of Capital Expenditures either made in cash or accrued during such fiscal year (provided that, whether any such Capital Expenditures shall be deducted for the fiscal year in which cash payments for such Capital Expenditures have been paid or the fiscal year in which such Capital Expenditures have been accrued shall be at the Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (2t) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent fiscal year) (which, in any event, shall not include any deemed applicationCapital Expenditures previously deducted pursuant to clause

 

118


(z) below), (wu) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) repaid or prepaid pursuant to Subsection 2.2(b) or 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii), (xv ) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (w), (x) or (y) below), (yw) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (x) or (y) below), (x) the aggregate principal amount of ABL Facility Loans prepaid during such fiscal year, in each case to the extent such amounts are drawn to fund any OID or upfront fees in respect of the Tranche B Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (y) below), (y) the aggregate principal amount of ABL Facility Loans prepaid during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii), in each case to the extent such amounts are drawn to fund any OID or upfront fees in respect of the Tranche B Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) and (z) at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Subsection 4.4(e)(iii)(A)(2) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such fiscal year relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such fiscal year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments and Capital Expenditures during such period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Fiscal Quarters (provided that, except as otherwise specified herein, no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsection 4.4(e)(iii)(A)(2)(q), (r), (s), (t), (u), (v), (w), (x), (y) or (z)), in each case, excluding prepayments funded with proceeds from the

 

119


Incurrence of long-term Indebtedness (unless, in the case of clause (u) or (v), such Indebtedness has been repaid) (the amount described in this clause (A), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied or offered (to the extent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding fiscal year was less than 4.23.2 5:1.00, after giving pro forma effect to the applicable prepayment with the Applicable ECF Amount pursuant to this Subsection 4.4(e)(iii); provided, further that, with respect to any portion of the Applicable ECF Amount in excess of the portion required to achieve, on a pro forma basis, the Consolidated Secured Leverage Ratio threshold specified in the immediately foregoing proviso, such reduced percentage shall apply. Each prepayment of Original Initial Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Original Initial Term Loans pursuant to Subsection 4.4(e) made on or prior to the 6 month anniversary of the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(i). Each prepayment of Tranche B Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Tranche B Term Loans pursuant to Subsection 4.4(e) made prior to the date that is six months after the First Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(ii). Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9.

(f) [Reserved].

(g) Subject to the last sentence of Subsection 4.4(h) and Subsection 4.4(k), each prepayment of Term Loans pursuant to Subsection 4.4(e) (other than a prepayment with the proceeds of Specified Refinancing Term Loans) shall be allocated pro rata among the Initial Term Loans, the Incremental Term Loans, the Extended Term Loans and the Specified Refinancing Term Loans; provided, that at the request of the Borrower, in lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. Each prepayment of Term Loans pursuant to Subsection 4.4(a) shall be applied within each applicable Tranche of Term Loans to the respective installments of principal thereof in the manner directed by the Borrower (or, if no such direction is given, in direct order of maturity). Each prepayment of Term Loans pursuant to Subsection 4.4(e) shall be applied within each applicable Tranche of Term Loans, first, to the accrued interest on the principal amount of Term Loans being prepaid and, second, to the respective installments of principal thereof in the manner directed by the Borrower (or, if no such direction is given in direct order of maturity). Notwithstanding any other provision of this Subsection 4.4, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Term Loans pursuant to Subsection 4.4(a) or (e), exchange such Lender’s portion of the Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any such Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).

 

120


(h) The Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans (x) pursuant to Subsection 4.4(e)(iii), three Business Days prior to the date on which such payment is due and (y) pursuant to any other provision of Subsection 4.4(e), promptly (and in any event within five Business Days) upon becoming obligated to make such prepayment. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment (i) in the case of mandatory prepayments pursuant to Subsection 4.4(e)(i), on or before the date specified in Subsection 8.4(b) and (ii) in the case of mandatory prepayments pursuant to any other clause of Subsection 4.4(e), on or before the date specified in such clause, as the case may be (each, a “Prepayment Date”). Subject to the following sentence, once given, such notice shall be irrevocable and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Subsection 4.4(h)). Any such notice of prepayment pursuant to Subsection 4.4(e) may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by the Borrower (by written notice to the Administrative Agent, on or prior to the specified effective date) if such condition is not satisfied or waived. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment and the Prepayment Date. The Borrower (in its sole discretion) may give each Lender the option (in its sole discretion) to elect to decline any such prepayment (other than a prepayment pursuant to Subsection 4.4(e)(ii), except as otherwise provided for in the last sentence of Subsection 4.4(g)) by giving notice of such election in writing to the Administrative Agent by 11:00 A.M., New York City time, on the date that is three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the Prepayment Date. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender (the “Term Loan Declined Amount”) may, at the option of the Borrower, be applied to the payment or prepayment of Indebtedness, including any Junior Debt, or otherwise be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with this Agreement.

(i) Without limitation of Subsections 2.8 and 8.1(b)(i), amounts prepaid on account of Term Loans pursuant to Subsection 4.4(a), (e) or (l) may not be reborrowed.

(j) Notwithstanding the foregoing provisions of this Subsection 4.4, if at any time any prepayment of Loans pursuant to Subsection 4.4(a) or (e) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under Subsection 4.12 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially (i) deposit a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid), to be held as security for the obligations of the

 

121


Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower) or (ii) make a prepayment of Loans in accordance with Subsection 4.4(a) with an amount equal to a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid); provided that, in the case of either clause (i) or (ii) above, such unpaid Eurodollar Loans shall continue to bear interest in accordance with Subsection 4.1 until such unpaid Eurodollar Loans or the related portion of such Eurodollar Loans, as the case may be, have or has been prepaid. In addition, if the Borrower determines in good faith, which determination shall be conclusive, that repatriating any amounts attributable to Foreign Subsidiaries that are required to be applied to prepay Term Loans pursuant to Subsection 4.4(e)(i) or 4.4(e)(iii) (x) would result in material adverse tax consequences to Management Holdings, Waterworks Holdings, Pubco, New Blocker, New Blocker Holdings, Blocker Holdings, Passthrough Holdings, Management Holdings, the BorrowerTopco or one of its Subsidiaries (or, at the election of the Borrower in connection with an initial public offering or other restructuring of the Borrower, any Parent Entity or IPO Vehicle, the Borrower or any of its Subsidiaries) or (y) (1) could reasonably be expected to be prohibited or delayed by or violate or conflict with applicable local law, (2) is restricted by applicable organizational documents or any agreement or, (3is subject to other organizational or administrative impediments from being repatriated to the United States or (4) conflicts with the fiduciary duties of the applicable directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any applicable officer, director or manager, then, in each case the Borrower shall not be required to prepay such amounts as required thereunder, and such amounts may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (y), the Borrower shall take commercially reasonable actions to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, the applicable organizational documents or agreements, the applicable organizational impediments or other impediment to permit repatriation of the proceeds subject to such prepayments.

(k) Notwithstanding anything to the contrary herein, this Subsection 4.4 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of Term Loans added pursuant to Subsections 2.8, 2.10 and, 2.11 or 11.1(h), as applicable, or pursuant to any other credit or letter of credit facility added pursuant to Subsection 2.8 or 11.1(e).

(l) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis:

(i) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation

 

122


of Discounted Prepayment Offers, in each case made in accordance with this Subsection 4.4(l); provided that the Borrower shall not initiate any action under this Subsection 4.4(l) in order to make a Discounted Term Loan Prepayment unless (1) at least ten Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion) or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on any Holding CompanyParent Entity or IPO Vehicle, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Holding CompaniesParent Entities or IPO Vehicles, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against any Holding CompanyParent Entity or IPO Vehicle, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this Subsection 4.4(l) shall be immediately and automatically cancelled.

(ii) Borrower Offer of Specified Discount Prepayment. (1) The Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Lender or to each Lender with respect to any Tranche on an individual Tranche basis, (II) any such offer shall specify the aggregate Outstanding Amount offered to be prepaid (the “Specified Discount Prepayment Amount”), the Tranches of Term Loans subject to such offer and the specific percentage discount to par value (the “Specified Discount”) of the Outstanding Amount of such Term Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an aggregate principal amount not less than $5,000,000 and whole increments of $500,000 in excess thereof (or such lower minimum amounts or multiples as may be

 

123


agreed to by the Administrative Agent in its reasonable discretion), and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Administrative Agent will promptly provide each relevant Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Administrative Agent (or its delegate) by no later than 5:00 P.M., New York City time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date designated by the Administrative Agent and approved by the Borrower) (the “Specified Discount Prepayment Response Date”).

(2) Each relevant Lender receiving such offer shall notify the Administrative Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount of such Lender’s Outstanding Amount and Tranches of Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Administrative Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept such Borrower Offer of Specified Discount Prepayment.

(3) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Term Loans pursuant to this Subsection 4.4(l)(ii) to each Discount Prepayment Accepting Lender in accordance with the respective Outstanding Amount and Tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to the foregoing clause (2); provided that, if the aggregate Outstanding Amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective Outstanding Amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Administrative Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate Outstanding Amount and the Tranches of all Term Loans to be prepaid at the Specified Discount on such

 

124


date, and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the Outstanding Amount, Tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below).

(iii) Borrower Solicitation of Discount Range Prepayment Offers. (1) The Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Lender or to each Lender with respect to any Tranche on an individual Tranche basis, (II) any such notice shall specify the maximum aggregate Outstanding Amount of the relevant Term Loans that the Borrower is willing to prepay at a discount (the “Discount Range Prepayment Amount”), the Tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the Outstanding Amount of such Term Loans willing to be prepaid by the Borrower, (III) the Discount Range Prepayment Amount shall be in an aggregate principal amount not less than $5,000,000 and whole increments of $500,000 in excess thereof (or such lower minimum amounts or multiples as may be agreed to by the Administrative Agent in its reasonable discretion), and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Administrative Agent will promptly provide each relevant Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Lender to the Administrative Agent (or its delegate) by no later than 5:00 P.M., New York City time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date as may be designated by the Administrative Agent and approved by the Borrower) (the “Discount Range Prepayment Response Date”). Each relevant Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans and the maximum aggregate Outstanding Amount and Tranches of such Term Loans such Lender is willing to have prepaid at the Submitted Discount (the “Submitted Amount”). Any Lender whose Discount Range Prepayment Offer is not received by the Administrative Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

 

125


(2) The Administrative Agent shall review all Discount Range Prepayment Offers received by it by the Discount Range Prepayment Response Date and will determine (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this Subsection 4.4(l)(iii). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Administrative Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate Outstanding Amount equal to the lesser of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following Subsection 4.4(l)(iii)(3)) at the Applicable Discount (each such Lender, a “Participating Lender”).

(3) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate Outstanding Amount and of the Tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the Outstanding Amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Administrative Agent shall promptly, and in any case within three Business Days following the Discount Range Prepayment Response Date, notify (w) the Borrower of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate Outstanding Amount and Tranches of all Term Loans to be prepaid at the Applicable Discount on such date, (y) each Participating Lender of the aggregate Outstanding Amount and Tranches of such Lender to be prepaid at the Applicable Discount on such date, and (z) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below).

 

126


(iv) Borrower Solicitation of Discounted Prepayment Offers. (1) The Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Administrative Agent with three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Lender or to each Lender with respect to any Tranche on an individual Tranche basis, (II) any such notice shall specify the maximum aggregate Outstanding Amount of the Term Loans and the Tranches of Term Loans the Borrower is willing to prepay at a discount (the “Solicited Discounted Prepayment Amount”), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate principal amount not less than $5,000,000 and whole increments of $500,000 in excess thereof (or such lower minimum amounts or multiples as may be agreed to by the Administrative Agent in its reasonable discretion), and (IV) each such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Administrative Agent will promptly provide each relevant Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Administrative Agent (or its delegate) by no later than 5:00 P.M., New York City time on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date as may be designated by the Administrative Agent and approved by the Borrower) (the “Solicited Discounted Prepayment Response Date”). Each Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date and (z) specify both a discount to par (the “Offered Discount”) at which such Lender is willing to allow prepayment of its then outstanding Term Loans and the maximum aggregate Outstanding Amount and Tranches of such Term Loans (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Lender whose Solicited Discounted Prepayment Offer is not received by the Administrative Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount to their par value.

(2) The Administrative Agent shall promptly provide the Borrower with a copy of all Solicited Discounted Prepayment Offers received by it by the Solicited Discounted Prepayment Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers and select, at its sole discretion, the smallest of the Offered Discounts specified by the relevant responding Lenders in the Solicited Discounted Prepayment Offers that the Borrower is willing to accept (the “Acceptable Discount”), if any; provided that the Acceptable Discount shall not be an Offered Discount that is larger than the smallest Offered Discount for which the sum of all Offered Amounts affiliated with Offered Discounts that are larger than or equal to such smallest Offered Discount would, if purchased at such smallest Offered Discount, yield an amount at least equal to the Solicited Discounted Prepayment Amount. If the Borrower elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrower from the Administrative Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the

 

127


first sentence of this clause (2) (the “Acceptance Date”), the Borrower shall submit an Acceptance and Prepayment Notice to the Administrative Agent setting forth the Acceptable Discount. If the Administrative Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Administrative Agent by the Solicited Discounted Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Administrative Agent will determine (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the aggregate Outstanding Amount and the Tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the Borrower at the Acceptable Discount in accordance with this Subsection 4.4(l)(iv). If the Borrower elects to accept any Acceptable Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment Offers received by the Administrative Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer to accept prepayment at an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required proration pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Borrower shall prepay outstanding Term Loans pursuant to this Subsection 4.4(l)(iv) to each Qualifying Lender in the aggregate Outstanding Amount and of the Tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the Outstanding Amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Administrative Agent shall promptly notify (w) the Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the Tranches to be prepaid at the Applicable Discount on such date, (y) each Qualifying Lender of the aggregate Outstanding Amount and the

 

128


Tranches of such Lender to be prepaid at the Acceptable Discount on such date, and (z) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with Subsection 4.4(l)(vi) below (subject to Subsection 4.4(l)(x) below).

(v) Expenses. In connection with any Discounted Term Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Administrative Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of reasonable out-of-pocket costs and expenses from the Borrower in connection therewith.

(vi) Payment. If any Term Loan is prepaid in accordance with Subsections 4.4(l)(ii) through (iv) above, the Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 11:00 A.M., New York City time, on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the Term Loans in inverse order of maturity. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Subsection 4.4(l) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate Outstanding Amount of the Tranches of the Term Loans outstanding shall be deemed reduced by the full par value of the aggregate Outstanding Amount of the Tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment. The Lenders hereby agree that, in connection with a prepayment of Term Loans pursuant to this Subsection 4.4(l) and notwithstanding anything to the contrary contained in this Agreement, (i) interest in respect of the Term Loans may be made on a non-pro rata basis among the Lenders holding such Term Loans to reflect the payment of accrued interest to certain Lenders as provided in this Subsection 4.4(l)(vi) and (ii) all subsequent prepayments and repayments of the Term Loans (except as otherwise contemplated by this Agreement) shall be made on a pro rata basis among the respective Lenders based upon the then outstanding principal amounts of the Term Loans then held by the respective Lenders after giving effect to any prepayment pursuant to this Subsection 4.4(l) as if made at par. It is also understood and agreed that prepayments pursuant to this Subsection 4.4(l) shall not be subject to Subsection 4.4(a), or, for the avoidance of doubt, Subsection 11.7(a) or the pro rata allocation requirements of Subsection 4.8(a).

(vii) Other Procedures. To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Subsection 4.4(l), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

 

129


(viii) Notice. Notwithstanding anything in any Loan Document to the contrary, for purposes of this Subsection 4.4(l), each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.

(ix) Actions of Administrative Agent. Each of the Borrower and the Lenders acknowledges and agrees that the Administrative Agent may perform any and all of its duties under this Subsection 4.4(l) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by the Administrative Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions in this Agreement shall apply to each Affiliate of the Administrative Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Subsection 4.4(l) as well as to activities of the Administrative Agent in connection with any Discounted Term Loan Prepayment provided for in this Subsection 4.4(l).

(x) Revocation. The Borrower shall have the right, by written notice to the Administrative Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is so revoked, any failure by the Borrower to make any prepayment to a Lender pursuant to this Subsection 4.4(l) shall not constitute a Default or Event of Default under Subsection 9.1 or otherwise).

(xi) No Obligation. This Subsection 4.4(l) shall not (i) require the Borrower to undertake any prepayment pursuant to this Subsection 4.4(l) or (ii) limit or restrict the Borrower from making voluntary prepayments of the Term Loans in accordance with the other provisions of this Agreement.

4.5 Administrative Agent’s Fee; Other Fees. (a) The Borrower agrees to pay to the Administrative Agent the fees set forth in the last paragraph under the heading “Term Loan Facility Fees” of the Fee Letter on the payment dates set forth therein.

(b)

(i) If, on or prior to the six-month anniversary of the Closing Date, the Borrower makes an optional prepayment or mandatory prepayment pursuant to Subsection 4.4(e)(e)(ii)(A) of all or a portion of the Original Initial Term Loans in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank

 

130


financing in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of Original Initial Term Loans being prepaid. If, on or prior to the six-month anniversary of the Closing Date, any Lender is replaced pursuant to Subsection 11.1(g) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under Subsection 11.6(g) to replace the Original Initial Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Subsection 2.10(e) or 11.1(g)) shall receive a fee equal to 1.0% of the principal amount of the Original Initial Term Loans of such Lender assigned to a replacement Lender pursuant to Subsection 2.10(e) or 11.1(g).

(ii) If, prior to the date that is six months after the First Amendment Effective Date), the Borrower makes an optional prepayment or mandatory prepayment pursuant to Subsection 4.4(e)(ii)(A) of all or a portion of the Tranche B Term Loans in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of Tranche B Term Loans being prepaid. If, prior to the date that is six months after the First Amendment Effective Date, any Lender is replaced pursuant to Subsection 11.1(g) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under Subsection 11.6(g) to replace the Tranche B Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Subsection 2.10(e) or 11.1(g)) shall receive a fee equal to 1.0% of the principal amount of the Tranche B Term Loans of such Lender assigned to a replacement Lender pursuant to Subsection 2.10(e) or 11.1(g).

4.6 Computation of Interest and Fees. (a) Interest (other than interest based on the Base Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and interest based on the Base Rate shall be calculated on the basis of a 365-day year (or 366-day year, as the case may be) for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of an Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate.

 

131


(c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for deposits in Dollars to leading banks in the London interbank market, it will promptly (and no later than the Business Day following any such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for deposits in Dollars of a duration equal to the duration of such Interest Period. The Borrower agrees to keep confidential the rate quoted by any Reference Bank and provided to it or the Administrative Agent pursuant to this Subsection 4.6(c); provided, that such rates may be disclosed to (i) to the Sponsor, CD&R, the Investors, any Parent Entity or IPO Vehicle, the Borrower, any Restricted Subsidiary and to their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (ii) if the applicable Reference Bank consents to such proposed disclosure (such consent not to be unreasonably withheld) or (iii) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights.

4.7 Inability to Determine Interest Rate. If, prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate with respect to any Eurodollar Loan for such Interest Period (the “Affected Eurodollar Rate”), the Administrative Agent shall give facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (a) any Eurodollar Loans the rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (b) [reserved], (c) [reserved] and (d) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans in Dollars the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans, the rate of interest applicable to which is based upon the Affected Eurodollar Rate.

4.8 Pro Rata Treatment and Payments.

(a) Except as expressly otherwise provided herein, each payment (including each prepayment, but excluding payments made pursuant to SubsectionsSubsection 2.8, 2.9, 2.10, 2.11, 4.5(b), 4.9, 4.10, 4.11, 4.12, 4.13(d), 4.14, 11.1(g) or 11.6) by the Borrower on account of principal of and interest on account of any Loans of a given Tranche (other than (v) payments in respect of any difference in the Applicable Margin, Adjusted LIBOR Rate or Alternate Base Rate in respect of any Tranche, (w) any payments pursuant to Subsection 4.4(e) to the extent declined by any Lender in accordance with Subsection 4.4(h), (x) any payments pursuant to Subsection 4.4(l) which shall be allocated as set forth in Subsection 4.4(l) and (y) any prepayments pursuant to Subsection 11.6(h)(i)(2)) shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such Loans of such Tranche then held by the respective Lenders; provided that a Lender may, at its option, and if agreed by

 

132


the Borrower, exchange such Lender’s portion of a Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment, pursuant to the last sentence of Subsection 4.4(g). All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made on or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 P.M., New York City time), on the due date thereof to the Administrative Agent for the account of the Lenders holding the relevant Loans, the Lenders, the Administrative Agent, or the Other Representatives, as the case may be, at the Administrative Agent’s office specified in Subsection 11.2, in Dollars and in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to such Lenders or Other Representatives, as the case may be, if any such payment is received prior to 2:00 P.M., New York City time, on a Business Day, in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders or Other Representatives, as the case may be, on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. This Subsection 4.8(a) may be amended in accordance with Subsection 11.1(d) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new Tranches added pursuant to Subsections 2.8, 2.10, 2.11 and 11.1(h), as applicable, or pursuant to any other credit or letter of credit facility added pursuant to Subsection 2.8 or 11.1(e).

(b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower in respect of such borrowing a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Subsection 4.8(b) shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, (x) the Administrative Agent shall notify the Borrower of the failure of such Lender to make such amount available to the Administrative Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans hereunder on demand from the Borrower; provided that the foregoing notice and recovery provisions shall not apply to the funding of Initial Term Loans on the Closing Date and (y) then the Borrower may, without waiving or limiting any rights or remedies it may have against such Lender hereunder or under applicable law or otherwise, borrow a like amount on an unsecured basis from any commercial bank for a period ending on the date upon which such Lender does in fact make such borrowing available.

 

133


4.9 Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof in each case occurring after the Closing Date shall make it unlawful for any Lender to make or maintain any Eurodollar Loans as contemplated by this Agreement (“Affected Loans”), (a) such Lender shall promptly give written notice of such circumstances to the Borrower and the Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder to make Affected Loans, continue Affected Loans as such and convert an ABR Loan to an Affected Loan shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or maintain such Affected Loans, such Lender shall then have a commitment only to make an ABR Loan when an Affected Loan is requested, (c) such Lender’s Loans then outstanding as Affected Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Affected Loans or within such earlier period as required by law and (d) such Lender’s then outstanding Affected Loans, if any, not converted to ABR Loans pursuant to clause (c) of this Subsection 4.9 shall, at the option of the Borrower (i) be prepaid with accrued interest thereon on the last day of the then current Interest Period with respect thereto (or such earlier date as may be required by any such Requirement of Law) or (ii) bear interest at an alternate rate which reflects such Lender’s cost of funding such Loans (which rate, if less than zero, shall be deemed zero for purposes of this Agreement), as reasonably determined by the Administrative Agent, plus the Applicable Margin hereunder. If any such conversion or prepayment of an Affected Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Subsection 4.12.

4.10 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender):

(i) shall subject such Lender to any Tax of any kind whatsoever with respect to any Eurodollar Loans made or maintained by it or its obligation to make or maintain Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof, in each case, except for Non-Excluded Taxes, Taxes imposed by FATCA and Taxes measured by or imposed upon net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the case of such capital, net worth or branch Taxes, imposed in lieu of such net income Tax), of such Lender or its applicable lending office, branch, or any affiliate thereof;

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate, as applicable, hereunder; or

 

134


(iii) shall impose on such Lender any other condition (excluding any Tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent in accordance herewith, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable with respect to such Eurodollar Loans; provided that, in any such case, the Borrower may elect to convert the Eurodollar Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Day’s (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Subsection 4.10(a) and such amounts, if any, as may be required pursuant to Subsection 4.12. If any Lender becomes entitled to claim any additional amounts pursuant to this Subsection 4.10(a), it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(a) submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Subsection 4.10(a), the Borrower shall not be required to compensate a Lender pursuant to this Subsection 4.10(a) (i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor or (ii) for any amounts, if such Lender is applying this provision to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority, in each case, made subsequent to the Closing Date, does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from

 

135


time to time, within ten Business Days after submission by such Lender to the Borrower (through the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(b) submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Subsection 4.10(b), the Borrower shall not be required to compensate a Lender pursuant to this Subsection 4.10(b) (i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor or (ii) for any amounts, if such Lender is applying this provision to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(c) Notwithstanding anything herein to the contrary, the Dodd Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Closing Date for all purposes herein.

4.11 Taxes. (a) Except as provided below in this Subsection 4.11 or as required by law (which for purposes of this Subsection 4.11 shall include FATCA), all payments made by the Borrower or the Agents under this Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of any Taxes; provided that the Borrower or the Agents may withhold from any payment made under this Agreement or any Notes to or for the benefit of any Person who is not a United States Person any U.S. federal withholding tax that would apply to such payment if all payments of interest (including original issue discount), fees and commissions under this Agreement and any Notes were treated as income from sources within the United States for U.S. federal income tax purposes; provided further that if any Non-Excluded Taxes are required to be withheld from any amounts payable by the Borrower to any Agent or any Lender hereunder or under any Notes, the amounts so payable by the Borrower shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the Borrower shall be entitled to deduct and withhold, and the Borrower shall not be required to indemnify for, any Non-Excluded Taxes, and any such amounts payable by the Borrower to or for the account of any Agent or Lender shall not be increased (x) if such Agent or Lender fails to comply with the requirements of clause (b), (c), (d) or (e) of this Subsection 4.11 or with the requirements of Subsection 4.13, or (y) with respect to any Non-Excluded Taxes imposed in connection with the

 

136


payment of any fees paid under this Agreement unless such Non-Excluded Taxes are imposed as a result of a Change in Law, or (z) with respect to any Non-Excluded Taxes imposed by the United States or any state or political subdivision thereof, unless such Non-Excluded Taxes are imposed as a result of a change in treaty, law or regulation that occurred after such Agent became an Agent hereunder or such Lender became a Lender hereunder (or, if such Agent or Lender is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes, after the relevant beneficiary or member of such Agent or Lender became such a beneficiary or member, if later) (any such change, at such time, a “Change in Law”). Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the respective Lender or Agent, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate Governmental Authority in accordance with applicable law or the Borrower fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent, the Lenders and the Agents for any incremental Taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Subsection 4.11 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

(b) Each Agent and each Lender that is not a United States Person shall:

(i) (1) on or before the date of any payment by the Borrower under this Agreement or any Notes to, or for the account of, such Agent or Lender, deliver to the Borrower and the Administrative Agent (A) two accurate and complete original signed Internal Revenue Service Forms W-8BEN-E (certifying that it is a resident of the applicable country within the meaning of the income tax treaty between the United States and that country) or Forms W-8ECI, or successor applicable form, as the case may be, in each case certifying that it is entitled to receive all payments under this Agreement and any Notes without deduction or withholding of any U.S. federal income taxes, and (B) such other forms, documentation or certifications, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under this Agreement and any Notes;

(2) deliver to the Borrower and the Administrative Agent two further accurate and complete original signed forms or certifications provided in Subsection 4.11(b)(i)(1) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certificate previously delivered by it to the Borrower;

(3) obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; and

 

137


(4) deliver, to the extent legally entitled to do so, upon reasonable request by the Borrower, to the Borrower and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Agent or such Lender to an exemption from, or reduction of, withholding with respect to payments under this Agreement and any Notes, provided that, in determining the reasonableness of a request under this clause (4), such Lender shall be entitled to consider the cost (to the extent unreimbursed by any Loan Party) which would be imposed on such Lender of complying with such request; or

(ii) in the case of any such Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is claiming the so-called “portfolio interest exemption”,

(1) represent to the Borrower and the Administrative Agent that it is not (A) a bank within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code;

(2) on or before the date of any payment by the Borrower under this Agreement or any Notes to, or for the account of, such Lender, deliver to the Borrower and the Administrative Agent, (A) two certificates substantially in the form of Exhibit D hereto (any such certificate a “U.S. Tax Compliance Certificate”) and (B) two accurate and complete original signed Internal Revenue Service Forms W-8BEN-E, or successor applicable form, certifying to such Lender’s legal entitlement at the date of such form to an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to be made under this Agreement and any Notes and (C) such other forms, documentation or certifications, as the case may be certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under this Agreement and any Notes (and shall also deliver to the Borrower and the Administrative Agent two further accurate and complete original signed forms or certificates on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most recently provided form or certificate and, if necessary, obtain any extensions of time reasonably requested by the Borrower or the Administrative Agent for filing and completing such forms or certificates); and

(3) deliver, to the extent legally entitled to do so, upon reasonable request by the Borrower, to the Borrower and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from, or reduction of, withholding with respect to payments under this Agreement and any Notes, provided that, in determining the reasonableness of a request under this clause (3), such Lender shall be entitled to consider the cost (to the extent unreimbursed by the Borrower) which would be imposed on such Lender of complying with such request; or

 

138


(iii) in the case of any such Agent or Lender that is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes,

(1) on or before the date of any payment by the Borrower under this Agreement or any Notes to, or for the account of, such Agent or Lender, deliver to the Borrower and the Administrative Agent two accurate and complete original signed Internal Revenue Service Forms W-8IMY, or successor applicable form, and, if any beneficiary or member of such Agent or such Lender is claiming the so-called “portfolio interest exemption”, (I) represent to the Borrower and the Administrative Agent that such Agent or such Lender is not (A) a bank within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (II) also deliver to the Borrower and the Administrative Agent two U.S. Tax Compliance Certificates certifying to such Agent’s or such Lender’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments to be made under this Agreement and any Notes; and

(A) with respect to each beneficiary or member of such Agent or Lender that is not claiming the so-called “portfolio interest exemption”, also deliver to the Borrower and the Administrative Agent (I) two accurate and complete original signed Internal Revenue Service Forms W-8BEN-E (certifying that such beneficiary or member is a resident of the applicable country within the meaning of the income tax treaty between the United States and that country), Forms W-8ECI or Forms W-9, or successor applicable form, as the case may be, in each case so that each such beneficiary or member is entitled to receive all payments under this Agreement and any Notes without deduction or withholding of any U.S. federal income taxes and (II) such other forms, documentation or certifications, as the case may be, certifying that each such beneficiary or member is entitled to an exemption from United States backup withholding tax with respect to all payments under this Agreement and any Notes; and

(B) with respect to each beneficiary or member of such Lender that is claiming the so-called “portfolio interest exemption”, (I) represent to the Borrower and the Administrative Agent that such beneficiary or member is not (1) a bank within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (II) also deliver to the Borrower and the Administrative Agent two U.S. Tax Compliance Certificates from each beneficiary or member and two accurate and complete original signed Internal Revenue Service Forms W-8BEN-E, or successor applicable form, certifying to such beneficiary’s or member’s legal entitlement at the date of such certificate to an exemption

 

139


from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to be made under this Agreement and any Notes, and (III) also deliver to the Borrower and the Administrative Agent such other forms, documentation or certifications, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under this Agreement and any Notes;

(2) deliver to the Borrower and the Administrative Agent two further accurate and complete original signed forms, certificates or certifications referred to above on or before the date any such form, certificate or certification expires or becomes obsolete, or any beneficiary or member changes, and after the occurrence of any event requiring a change in the most recently provided form, certificate or certification and obtain such extensions of time reasonably requested by the Borrower or the Administrative Agent for filing and completing such forms, certificates or certifications; and

(3) deliver, to the extent legally entitled to do so, upon reasonable request by the Borrower, to the Borrower and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Agent or Lender (or beneficiary or member) to an exemption from, or reduction of, withholding with respect to payments under this Agreement and any Notes, provided that in determining the reasonableness of a request under this clause (3) such Agent or Lender shall be entitled to consider the cost (to the extent unreimbursed by the Borrower) which would be imposed on such Agent or Lender (or beneficiary or member) of complying with such request;

unless, in any such case (other than with respect to United States backup withholding tax), there has been a Change in Law which renders all such forms inapplicable or which would prevent such Agent or such Lender (or such beneficiary or member) from duly completing and delivering any such form with respect to it and such Agent or such Lender so advises the Borrower and the Administrative Agent.

(c) Each Lender and each Agent, in each case that is a United States Person, shall, on or before the date of any payment by the Borrower under this Agreement or any Notes to such Lender or Agent, deliver to the Borrower and the Administrative Agent two accurate and complete original signed Internal Revenue Service Forms W-9, or successor applicable form, certifying that such Lender or Agent is a United States Person and that such Lender or Agent is entitled to complete exemption from United States backup withholding tax.

(d) Notwithstanding the foregoing, if the Administrative Agent is not a United States Person, on or before the date of any payment by the Borrower under this Agreement or any Notes to the Administrative Agent, the Administrative Agent shall:

(i) deliver to the Borrower (A) two accurate and complete original signed Internal Revenue Service Forms W-8ECI, or successor applicable form, with respect to any amounts payable to the Administrative Agent for its own account, (B) two accurate

 

140


and complete original signed Internal Revenue Service Forms W-8IMY, or successor applicable form, with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business in the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by U.S. Treasury Regulation § 1.1441-1(b)(2)(iv)) and (C) such other forms or certifications as may be sufficient under applicable law to establish that the Administrative Agent is entitled to receive any payment by the Borrower under this Agreement or any Notes (whether for its own account or for the account of others) without deduction or withholding of any U.S. federal income taxes;

(ii) deliver to the Borrower two further accurate and complete original signed forms or certifications provided in Subsection 4.11(d)(i) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certificate previously delivered by it to the Borrower; and

(iii) obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent;

unless in any such case (other than with respect to United States backup withholding tax) there has been a Change in Law which renders all such forms inapplicable or which would prevent the Administrative Agent from duly completing and delivering any such form with respect to it and the Administrative Agent so advises the Borrower.

(e) If a payment made to an Agent or a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Agent or such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Agent or such Lender shall deliver to the Administrative Agent and the Borrower, at the time or times prescribed by law and at such time or times reasonably requested by the Administrative Agent or the Borrower, such documentation prescribed by applicable law and such additional documentation reasonably requested by the Administrative Agent or the Borrower as may be necessary for the Administrative Agent and the Borrower to comply with their respective obligations (including any applicable reporting requirements) under FATCA, to determine whether such Agent or such Lender has complied with such Agent’s or such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For the avoidance of doubt, the Borrower and the Administrative Agent shall be permitted to withhold any Taxes imposed by FATCA.

4.12 Indemnity. The Borrower agrees to indemnify each Lender in respect of Extensions of Credit made, or requested to be made, to the Borrower, and to hold each such Lender harmless from any loss or expense which such Lender may sustain or incur (other than through such Lender’s bad faith, gross negligence or willful misconduct as determined by a court

 

141


of competent jurisdiction in a final and nonappealable decision) as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment or conversion of Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a payment or prepayment of Eurodollar Loans or the conversion of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. If any Lender becomes entitled to claim any amounts under the indemnity contained in this Subsection 4.12, it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in clause (a), (b) or (c) has occurred and describing in reasonable detail the nature of such event, (y) as to the loss or expense sustained or incurred by such Lender as a consequence thereof and (z) as to the amount for which such Lender seeks indemnification hereunder and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any indemnification pursuant to this Subsection 4.12 submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within five Business Days after receipt thereof. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

4.13 Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.

(b) If a Lender changes its applicable lending office (other than (i) pursuant to clause (c) below or (ii) after an Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing) and the effect of such change, as of the date of such change, would be to cause the Borrower to become obligated to pay any additional amount under Subsection 4.10 or 4.11, the Borrower shall not be obligated to pay such additional amount.

 

142


(c) If a condition or an event occurs which would, or would upon the passage of time or giving of notice, result in the payment of any additional amount to any Lender or Agent by the Borrower pursuant to Subsection 4.10 or 4.11 or result in Affected Loans or commitments to make Affected Loans being automatically converted to ABR Loans or Loans bearing an alternate rate of interest or commitments to make ABR Loans or Loans bearing an alternate rate of interest, as the case may be, pursuant to Subsection 4.9, such Lender or Agent shall promptly notify the Borrower and the Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts to rebook the Loans and Commitments held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that such Lender or Agent shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrower agrees to reimburse such Lender or Agent for the reasonable incremental out-of-pocket costs thereof).

(d) If the Borrower shall become obligated to pay additional amounts pursuant to Subsection 4.10 or 4.11 and any affected Lender shall not have promptly taken steps necessary to avoid the need for payments under Subsection 4.10 or 4.11 or if Affected Loans or commitments to make Affected Loans are automatically converted to ABR Loans or Loans bearing an alternate rate of interest or commitments to make ABR Loans or Loans bearing an alternate rate of interest, as the case may be, under Subsection 4.9 and any affected Lender shall not have promptly taken steps necessary to avoid the need for such conversion under Subsection 4.9, the Borrower shall have the right, for so long as such obligation remains, (i) with the assistance of the Administrative Agent to seek one or more substitute Lenders reasonably satisfactory to the Administrative Agent and the Borrower to purchase the affected Loan or Commitment, in whole or in part, at an aggregate price no less than such Loan’s or Commitment’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (ii) so long as no Event of Default under Subsection 9.1(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative Agent to prepay the affected Loan, in whole or in part, subject to Subsection 4.12, without premium or penalty. In the case of the substitution of a Lender, then, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Subsection 11.6(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Subsection 11.6(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts owing under Subsections 4.10 and 4.11 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under this Subsection 4.13) prior to such substitution or prepayment. In the case of the substitution of a Lender pursuant to this Subsection 4.13(d), if the

 

143


Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to such replaced Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, then the Lender being replaced shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Lender.

(e) If any Agent or any Lender receives a refund directly attributable to Taxes for which the Borrower has made additional payments pursuant to Subsection 4.10(a) or 4.11(a), such Agent or such Lender, as the case may be, shall promptly pay such refund (together with any interest with respect thereto received from the relevant taxing authority, but net of any reasonable cost incurred in connection therewith) to the Borrower; provided, however, that the Borrower agrees promptly to return such refund (together with any interest with respect thereto due to the relevant taxing authority) (free of all Non-Excluded Taxes) to such Agent or the applicable Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority.

(f) The obligations of any Agent, Lender or Participant under this Subsection 4.13 shall survive the termination of this Agreement and the payment of the Term Loans and all amounts payable hereunder.

4.14 Defaulting Lender. Notwithstanding anything contained in this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:

(a) in determining the Required Lenders, any Lender that at the time is a Defaulting Lender (and the Loans and/or Incremental Revolving Commitment of such Defaulting Lender) shall be excluded and disregarded; and

(b) the Borrower shall have the right, at its sole expense and effort (i) to seek one or more Persons reasonably satisfactory to the Administrative Agent and the Borrower to each become a substitute Revolving Lender and assume all or part of the Commitment of any Defaulting Lender and the Borrower, the Administrative Agent and any such substitute Revolving Lender shall execute and deliver, and such Defaulting Lender shall thereupon be deemed to have executed and delivered, an appropriately completed Assignment and Acceptance to effect such substitution or (ii) so long as no Event of Default under Subsection 9.1(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative Agent, to prepay the Loans and, at the Borrower’s option, terminate the Commitments of such Defaulting Lender, in whole or in part, without premium or penalty.

 

144


SECTION 5

Representations and Warranties

To induce the Administrative Agent and each Lender to make the Extensions of Credit requested to be made by it on the Closing Date and on each other date thereafter on which an Extension of Credit is made, the Borrower with respect to itself and its Restricted Subsidiaries, hereby represents and warrants, on the Closing Date, in each case after giving effect to the Transactions (solely to the extent required to be true and correct for such Extension of Credit pursuant to Subsection 6.1), and on every other date thereafter on which an Extension of Credit is made (solely to the extent required to be true and correct for such Extension of Credit pursuant to Subsection 6.2), to the Administrative Agent and each Lender that:

5.1 Financial Condition. (a) (i) The audited combined balance sheets of the Waterworks Business as of January 29, 2017 and January 31, 2016 and related statements of operations and cash flows of the Waterworks Business for the fiscal years ended January 29, 2017, January 31, 2016 and February 1, 2015 reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP and (ii) unaudited combined balance sheets and related statements of operations and cash flows of the Waterworks Business for the fiscal quarter ended April 30, 2017, presents fairly, in all material respects, the financial condition as at such dates, and the statements of operations and cash flows of the Waterworks Business for the periods then ended, of the Waterworks Business. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes).

(b) As of the Closing Date, except as set forth in the financial statements referred to in Subsection 5.1(a), there are no liabilities of any Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which would reasonably be expected to result in a Material Adverse Effect.

(c) The unaudited pro forma consolidated balance sheet and related unaudited pro forma statement of operations of the Waterworks Business and its Subsidiaries as of and for the 12-month period ending April 30, 2017, adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and at the beginning of such period, for purposes of the statement of operations), to the consummation of the Transactions, and the Extensions of Credit hereunder on the Closing Date.

(d) The Projections have been prepared by management of the Borrower in good faith based upon assumptions believed by management to be reasonable at the time of preparation thereof (it being understood that such Projections, and the assumptions on which they were based, may or may not prove to be correct).

5.2 No Change; Solvent. Since the Closing DateMay 2, 2021, there has been no development or event relating to or affecting any Loan Party which has had or would be reasonably expected to have a Material Adverse Effect (after giving effect to (i) the consummation of the Transactions and the Tranche B Effective Date Transactions, (ii) the

 

145


making of the Extensions of Credit to be made on the Closing Date and the First Amendment Effective Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the Transactions and Tranche B Effective Date Transactions contemplated hereby). As of the Closing Date, after giving effect to the consummation of the Transactions to be consummated on the Closing Date, the Borrower, together with its Subsidiaries on a consolidated basis, is Solvent.

5.3 Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Borrower), to the extent that the failure to be organized, existing and (to the extent applicable) in good standing would not reasonably be expected to have a Material Adverse Effect, (b) has the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and (to the extent applicable) in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

5.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement and any Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

 

146


5.5 No Legal Bar. The execution, delivery and performance of the Loan Documents by any of the Loan Parties, the Extensions of Credit hereunder and the use of the proceeds thereof (a) will not violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect, (b) will not result in, or require the creation or imposition of any Lien (other than Liens securing the Term Loan Facility Obligations or otherwise permitted hereby) on any of its properties or revenues pursuant to any such Requirement of Law or Contractual Obligation and (c) will not violate any provision of the Organizational Documents of such Loan Party or any of the Restricted Subsidiaries, except (other than with respect to the Borrower) as would not reasonably be expected to have a Material Adverse Effect.

5.6 No Material Litigation. No litigation, investigation or proceeding ofby or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Restricted Subsidiaries or against any of their respective properties or revenues, (a) except as described on Schedule 5.6, which is so pending or threatened at any time on or prior to the Closing Date and relates to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (b) which would be reasonably expected to have a Material Adverse Effect.

5.7 No Default. Neither the Borrower nor any of its Restricted Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which would be reasonably expected to have a Material Adverse Effect. Since the Closing Date, no Default or Event of Default has occurred and is continuing.

5.8 Ownership of Property; Liens. Each of the Borrower and its Restricted Subsidiaries has good title in fee simple to, or a valid leasehold interest in, all its material real property located in the United States of America, and good title to, or a valid leasehold interest in, all its other material property located in the United States of America, except those for which the failure to have such good title or such leasehold interest would not be reasonably expected to have a Material Adverse Effect, and none of such real or other property is subject to any Lien, except for Liens permitted hereby (including Permitted Liens).

5.9 Intellectual Property. The Borrower and each of its Restricted Subsidiaries owns beneficially, or has the legal right to use, all United States and foreign patents, patent applications, trademarks, trademark applications, design registrations and applications, trade names, copyrights, and rights in know-how and trade secrets necessary for each of them to conduct its business as currently conducted (the “Intellectual Property”) except for those for which the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect. Except as provided on Schedule 5.9, to the knowledge of the Borrower, (1) no claim has been asserted and is pending by any Person against the Borrower or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any such claim, and , to the knowledge of the Borrower,and (2) the use of such Intellectual Property by the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except (in each case under the preceding clauses (1) and (2)) for such claims and infringements which in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

 

147


5.10 Taxes. To the knowledge of the Borrower, (1) the Borrower and each of its Restricted Subsidiaries has filed or caused to be filed all material tax returns which are required to be filed by it and has paid (a) all Taxes shown to be due and payable on such returns and (b) all Taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority; and (2) no taxTax Liens have been filed (except for Liens for Taxes not yet due and payable), and no claim is being asserted in writing, with respect to any such Taxes (in each case under the preceding clauses (1) and (2)other than in respect of any such (i) Taxes with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) Taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Restricted Subsidiaries, as the case may be).

5.11 Federal Regulations. No part of the proceeds of any Extensions of Credit will be used for any purpose which violates the provisions of the Regulations of the Board, including Regulation T, Regulation U or Regulation X of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, referred to in said Regulation U.

5.12 ERISA. (a) During the five year period prior to each date as of which this representation is made, or deemed made, with respect to any Plan, none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect: (i) a Reportable Event, (ii) a failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), (iii) any material noncompliance with the applicable provisions of ERISA or the Code, (iv) a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA), (v) a Lien on the property of the Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan, (vi) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any Commonly Controlled Entity, (vii) the Insolvency of any Multiemployer Plan or (viii) any transactions that resulted or could reasonably be expected to result in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA.

(b) With respect to any Foreign Plan, none of the following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial non-compliance with its terms andor with the requirements of any and all applicable laws, statutes, rules, regulations and orders, (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities, (iii) any obligation of the Borrower or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plan, (iv) any Lien on the property of the Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a

 

148


result of any action or inaction regarding a Foreign Plan, (v) for each Foreign Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities, if applicable), (vi) any facts that, to the best knowledge of the Borrower or any of its Restricted Subsidiaries, exist that would reasonably be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge of the Borrower or any of its Restricted Subsidiaries, would reasonably be expected to result in a material liability to the Borrower or any of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits) and (vii) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law.

5.13 Collateral. Upon execution and delivery thereof by the parties thereto, the Guarantee and Collateral Agreement will be effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, a valid and enforceable security interest in or liens on the Collateral described therein, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (a) all Filings (as defined in the Guarantee and Collateral Agreement) have been completed, (b) all applicable Instruments, Chattel Paper and Documents (each as described in the Guarantee and Collateral Agreement) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement and (c) all Deposit Accounts and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is required by the Security Documents to be perfected by “control” (as described in the Uniform Commercial Code as in effect in each applicable jurisdiction (in the case of Deposit Accounts) and the State of New York (in the case of Pledged Stock) from time to time) are under the “control” of the Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, the security interests and liens granted pursuant to the Guarantee and Collateral Agreement shall constitute (to the extent described therein) a perfected security interest in (to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of each pledgor party thereto in the Collateral described therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on Schedule 6 thereto (if any)) with respect to such pledgor. Notwithstanding any other provision of this Agreement, capitalized terms that are used in this Subsection 5.13 and not defined in this Agreement are so used as defined in the applicable Security Document.

 

149


5.14 Investment Company Act; Other Regulations. The Borrower is not required to be registered as an “investment company”, or a company “controlled” by an entity required to be registered as an “investment company”, within the meaning of the Investment Company Act. The Borrower is not subject to regulation under any federal or state statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated hereby.

5.15 Subsidiaries. Schedule 5.15 sets forth all the Subsidiaries of the Borrower at the Closing Date (after giving effect to the Transactions), the jurisdiction of their organization and the direct or indirect ownership interest of the Borrower therein.

5.16 Purpose of Loans. The proceeds of Term Loans shall be used by the Borrower (i) in the case of the Original Initial Term Loans, to effect, in part, the Transactions, and to pay certain fees, premiums and expenses relating thereto and, (ii) in the case of the Tranche B Term Loans, to effect, in part, the Tranche B Effective Date Transactions, and to pay certain fees, premiums and expenses relating thereto, and (iii) in the case of all other Term Loans, other than those described in clauses (i) and (ii), to finance the working capital, capital expenditures, business requirements of the Borrower and its Subsidiaries and for other purposes not prohibited by this Agreement.

5.17 Environmental Matters. Except as disclosed on Schedule 5.17 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(a) The Borrower and its Restricted Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws and Environmental Permits, including any reasonably foreseeable future requirements thereof.

(b) Materials of Environmental Concern have not been transported, disposed of, emitted, discharged, or otherwise released or threatened to be released, to, at or from any real property presently or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or at any other location, which would reasonably be expected to (i) give rise to liability or other Environmental Costs of the Borrower or any of its Restricted Subsidiaries under any applicable Environmental Law, or (ii) interfere with the planned or continued operations of the Borrower and its Restricted Subsidiaries or (iii) impair the fair saleable value of any real property owned by the Borrower or any of its Restricted Subsidiaries that is part of the Collateral.

(c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under any Environmental Law to which the Borrower or any of its Restricted Subsidiaries is, or to the knowledge of the Borrower or any of its Restricted Subsidiaries is reasonably likely to be, named as a party that is pending or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened.

 

150


(d) Neither the Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party, under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or received any other written request for information from any Governmental Authority with respect to any Materials of Environmental Concern.

(e) Neither the Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Law.

5.18 No Material Misstatements. The written information (including the Confidential Information Memorandum), reports, financial statements, exhibits and schedules furnished by or on behalf of the Borrower to the Administrative Agent, the Other Representatives and the Lenders on or prior to the Closing Date in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, did not contain as of the Closing Date any material misstatement of fact and did not omit to state as of the Closing Date any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading in their presentation of the Borrower and its Restricted Subsidiaries taken as a whole. It is understood that (a) no representation or warranty is made concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based or concerning any information of a general economic nature or general information about the Borrower’s and its Subsidiaries’ industry, contained in any such information, reports, financial statements, exhibits or schedules, except that, in the case of such forecasts, estimates, pro forma information, projections and statements, as of the date such forecasts, estimates, pro forma information, projections and statements were generated, (i) such forecasts, estimates, pro forma information, projections and statements were based on the good faith assumptions of the management of the Borrower and (ii) such assumptions were believed by such management to be reasonable and (b) such forecasts, estimates, pro forma information and statements, and the assumptions on which they were based, may or may not prove to be correct.

5.19 Labor Matters. There are no strikes pending or, to the knowledge of the Borrower, reasonably expected to be commenced against the Borrower or any of its Restricted Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of the Borrower and each of its Restricted Subsidiaries have not been in violation of any applicable laws, rules or regulations, except where such violations would not reasonably be expected to have a Material Adverse Effect.

 

151


5.20 Insurance. Schedule 5.20 sets forth a complete and correct listing, as of the date that is two Business Days prior to the Closing Date, of all insurance that is (a) maintained by the Loan Parties (other than any Holding Company) and (b) material to the business and operations of the Borrower and its Restricted Subsidiaries taken as a whole, with the amounts insured (and any deductibles) set forth therein.

5.21 Anti-Terrorism. To the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, each Holding Company, the Borrower and each Restricted Subsidiary is in compliance with (a) the PATRIOT Act, (b) the Trading with the Enemy Act, as amended and (c) any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), U.S. Department of State, United Nations Security Council, European Union or Her Majesty’s Treasury (collectively, “Sanctions”) and any other enabling legislation or executive order relating thereto. Neither any Loan Party nor, except as would not reasonably be expected to have a Material Adverse Effect, (i) any Restricted Subsidiary that is not a Loan Party or (ii) to the knowledge of the Borrower, any director, officer or employee of any Holding Company, the Borrower or any Restricted Subsidiary, is the target of any Sanctions. None of the Holding Companies, the Borrower or any Restricted Subsidiary will knowingly use the proceeds of the Loans for the purpose of funding or financing any activities or business of or with any Person, or in any country or territory, that at the time of such funding or financing is restricted under Sanctions.

SECTION 6

Conditions Precedent

6.1 Conditions to Initial Extension of Credit. This Agreement, including the agreement of each Lender to make the initial Extension of Credit requested to be made by it, shall become effective on the date on which the following conditions precedent shall have been satisfied or waived:

(a) Loan Documents. The Administrative Agent shall have received (or, in the case of certain Loan Parties, shall receive substantially concurrently with the satisfaction of the other conditions precedent set forth in this Subsection 6.1) the following Loan Documents, executed and delivered as required below:

(i) this Agreement, executed and delivered by the Borrower;

(ii) ABL/Term Loan Intercreditor Agreement, acknowledged by a duly authorized officer of each Loan Party; and

(iii) the Guarantee and Collateral Agreement, executed and delivered by each Loan Party required to be a signatory thereto;

provided that, clause (iii) above notwithstanding, but without limiting the requirements set forth in Subsections 6.1(g) and (h), to the extent that a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with priority contemplated thereby) is not provided on the Closing Date and to the extent any Holding Company and its Subsidiaries have used commercially reasonable efforts to

 

152


provide such Collateral, the provisions of clause (iii) above shall be deemed to have been satisfied and the Loan Parties shall be required to provide such Collateral in accordance with the provisions set forth in Subsection 7.13 if, and only if, each Loan Party shall have executed and delivered the Guarantee and Collateral Agreement to the Administrative Agent and the Administrative Agent shall have a perfected security interest in all Collateral of the type for which perfection may be accomplished by filing a UCC financing statement and shall have possession of all certificated Capital Stock of the Borrower and of its Domestic Subsidiaries (to the extent constituting Collateral) together with undated stock powers executed in blank (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers so long as the Borrower has used reasonable best efforts to obtain them on the Closing Date).

(b) Plumb Acquisition Agreement. The Waterworks Acquisition shall have been or, substantially concurrently with the initial funding pursuant to the Debt Financing, shall be, consummated in all material respects in accordance with the terms of the Plumb Acquisition Agreement, without giving effect to any modifications, amendments, express waivers or express consents thereunder by the Borrower that are materially adverse to the Lenders without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (A) any change in the purchase price shall not be deemed to be materially adverse to the Lenders but (x) any resulting reduction in cash uses shall be allocated (I) first, to a reduction in the Equity Contribution to 25% of the pro forma capitalization of the Borrower after giving effect to the Transactions and (II) second, (1) 75% to a reduction of the aggregate principal amount of the Senior Notes, which reduction in the Senior Notes shall not result in an aggregate principal amount of the Senior Notes of less than $250,000,000 (followed by a reduction of the Initial Term Loan Facility) and (2) 25% to a reduction in the Equity Contribution and (y) any increase in purchase price (excluding, for the avoidance of doubt, any purchase price adjustments in accordance with the terms of the Plumb Acquisition Agreement) shall be funded (at the Borrower’s option) with the proceeds of an equity contribution (which shall be on terms consistent with the requirements for the Equity Contribution set forth in Subsection 6.1(c)) and/or ABL Facility Loans and (B) any modification, amendment, express consent or express waiver to the definition of “Material Adverse Effect” in the Plumb Acquisition Agreement shall be deemed to be materially adverse to the Lenders.

(c) Equity Contribution. The Equity Contribution shall have been, or substantially concurrently with the initial funding pursuant to the Debt Financing shall be, consummated, which to the extent including equity interests of any Holding Company or the Borrower shall be common equity interests thereof.

(d) Financial Information. The Committed Lenders shall have received (I) (i) audited combined balance sheets of the Waterworks Business as of January 29, 2017 and January 31, 2016 and related statements of operations and cash flows of the Waterworks Business for the fiscal years ended January 29, 2017, January 31, 2016 and February 1, 2015, and (ii) unaudited combined balance sheets and related statements of operations and cash flows of the Waterworks Business for the fiscal quarter ended

 

153


April 30, 2017 and (II) an unaudited pro forma consolidated balance sheet and a related unaudited pro forma combined statement of operations of the Waterworks Business as of and for the 12-month period ending on April 30, 2017 adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and at the beginning of such period, for purposes of the statement of operations) to the consummation of the Transactions, and the Extensions of Credit hereunder on the Closing Date.

(e) Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, each in form and substance reasonably satisfactory to the Administrative Agent:

(i) executed legal opinion of Debevoise & Plimpton LLP, counsel to the Borrower and the other Loan Parties;

(ii) executed legal opinions of Richards, Layton & Finger, P.A., special Delaware counsel to certain of the Loan Parties; and

(iii) executed legal opinion of Holland & Knight LLP, special Florida counsel to certain of the Loan Parties.

(f) Officer’s Certificate. The Administrative Agent shall have received a certificate from the Borrower, dated the Closing Date, substantially in the form of Exhibit G hereto.

(g) Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of UCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial

 

154


borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).

(h) Pledged Stock; Stock Powers. The Collateral Agent shall have received the certificates, if any, representing the Pledged Stock under (and as defined in) the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof; provided that such Pledged Stock and related stock powers of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower has used reasonable best efforts to obtain them on the Closing Date; provided, further, that with respect to any such Pledged Stock other than Capital Stock of the Borrower and its Domestic Subsidiaries (to the extent constituting Collateral), if delivery of such Pledged Stock and related stock powers to the Collateral Agent may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of such Pledged Stock and related stock powers shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such Pledged Stock and related stock powers in accordance with Subsection 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).

(i) Lien Searches. The Collateral Agent shall have received customary lien searches requested by it at least 30 calendar days prior to the Closing Date.

(j) Fees. The Committed Lenders, the Lead Arrangers, the Agents and the Lenders, respectively, shall have received all fees related to the Transactions payable to them to the extent due (which may be offset against the proceeds of the Facilities).

(k) Secretary’s Certificate. The Administrative Agent shall have received a certificate from the Borrower and, substantially concurrently with the satisfaction of the other conditions precedent set forth in this Subsection 6.1, each other Loan Party, dated

the Closing Date, substantially in the form of Exhibit F hereto, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party.

(l) No Closing Date Material Adverse Effect. Since June 4, 2017 there has not been any Closing Date Material Adverse Effect.

 

155


(m) Solvency. The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of the Waterworks Business certifying the Solvency, after giving effect to the Transactions, of the Borrower and its Subsidiaries on a consolidated basis in substantially the form of Exhibit H hereto.

(n) Patriot Act. The Administrative Agent and the Committed Lenders shall have received at least three Business Days prior to the Closing Date all documentation and other information about the Loan Parties mutually agreed to be required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested in writing at least twelve Business Days prior to the Closing Date.

(o) Plumb Acquisition Agreement Conditions; Specified Representations. (i) The condition in Section 7.3(a) of the Plumb Acquisition Agreement (but only with respect to the representations that are material to the interests of the Lenders, and only to the extent that Borrower (or any of its Affiliates party to the Plumb Acquisition Agreement) has the right to terminate its obligations under the Plumb Acquisition Agreement (or otherwise decline to consummate the Waterworks Acquisition) without liability to any of them as a result of a breach of such representations in the Plumb Acquisition Agreement) shall have been satisfied and (ii) the Specified Representations shall, except to the extent they relate to a particular date, be true and correct in all material respects on and as of such date as if made on and as of such date.

(p) Borrowing Notice. With respect to the initial Extensions of Credit, the Administrative Agent shall have received a notice of such Borrowing as required by Subsection 2.3.

The making of the initial Extensions of Credit by the Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender that each of the conditions precedent set forth in this Subsection 6.1 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

SECTION 7

Affirmative Covenants

The Borrower hereby agrees that, from and after the Closing Date, until payment in full of the Loans and all other Term Loan Facility Obligations then due and owing to any Lender or any Agent hereunder, the Borrower shall and shall (except in the case of delivery of financial information, reports and notices) cause each of its respective Restricted Subsidiaries to:

7.1 Financial Statements. Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent agrees to make and so deliver such copies):

(a) as soon as available, but in any event not later than the fifth Business Day after (i) the 135th day following the end of the fiscal year of the Borrower ending January 28, 2018 and (ii) the 120th day following the end of each fiscal year of the

 

156


Borrower (or, in each case, such longer period as would be permitted by the SEC if the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(a)) were then subject to SEC reporting requirements as a non-accelerated filer) ending thereafter, a copy of the consolidated balance sheet of the Borrower as at the end of such year and the related consolidated statements of operations, equity and cash flows for such year, setting forth, commencing with the financial statements for the fiscal year ending February 3, 2019, in each case, in comparative form the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely toarises solely with respect to, results from or arises on account of (i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the Senior ABL Facility, Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythe Senior ABL Agreement or any other Indebtedness of the Borrower or its Subsidiaries on a future date in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing (it being agreed that the furnishing of (x) the Borrower’s or any Parent Entity’s or IPO Vehicle’s annual report on Form 10-K for such year, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will, in each case, satisfy the Borrower’s obligation under this Subsection 7.1(a) with respect to such year, including with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, so long as the report included in such Form 10-K or accompanying such financial statements, as applicable, does not contain any “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception with respect to, resulting from or arising on account of (i) an upcoming Maturity Date hereunder or an upcoming “maturity date” under the Senior ABL Facility, the Senior Notes or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in anythe Senior ABL Agreement or any other Indebtedness of the Borrower or its Subsidiaries on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)), together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially similar to the management’s discussion and analysis of financial information included in the offering memorandum for the Senior Notes);

(b) as soon as available, but in any event not later than the fifth Business Day following (I) the 90th day following the end of the quarterly period ending July 30, 2017, the unaudited combined balance sheets and related statements of operations and cash flows of the Waterworks Business for such quarterly period and (II) (i) the 90th day following the end of the quarterly period ending October 29, 2017 and (ii) the 60th day following the end of each of the first three quarterly periods of each fiscal year of the

 

157


Borrower (or such longer period as would be permitted by the SEC if the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligationobligations under this Subsection 7.1(b)) were then subject to SEC reporting requirements as a non-accelerated filer) commencing, in the case of clause (ii), with the fiscal quarter ending April 29, 2018, the unaudited consolidated balance sheet of the Borrower as at the end of such quarter and the related unaudited consolidated statements of operations and changes in cash flows of the Borrower for such quarter and the portion of the fiscal year through the end of such quarter, setting forth commencing with the financial statements for the fiscal quarter ending October 28, 2018 in comparative form the figures for and as of the corresponding periods of the previous year, in each case certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of (x) the Borrower’s or any Parent Entity’s or IPO Vehicle’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, or (y) the financial statements of any Parent Entity or IPO Vehicle, will, in each case, satisfy the Borrower’s obligations under this Subsection 7.1(b) with respect to such quarter), together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act, and which may be in a form substantially consistent with the management’s discussion and analysis of financial information with respect to the financial statements included in the offering memorandum for the Senior Notes);

(c) to the extent applicable, concurrently with any delivery of consolidated financial statements referred to in Subsections 7.1(a) and (b) above, related unaudited condensed consolidating financial statements and appropriate reconciliations reflecting the material adjustments necessary (as determined by the Borrower in good faith, which determination shall be conclusive) to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and

(d) all such financial statements delivered pursuant to Subsection 7.1(a) or (b) to (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the Borrower to) fairly present in all material respects the financial condition of the Borrower and, if applicable the applicable Parent Entity or IPO Vehicle and, its Subsidiaries in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to Subsection 7.1(b) shall be certified by a Responsible Officer of the Borrower, to the knowledge of such Responsible Officer, as being) in reasonable detail and prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as disclosed therein, and except, in the case of any financial statements delivered pursuant to Subsection 7.1(b), for the absence of certain notes).

Notwithstanding anything in clausesclause (a) or (b) of this Subsection 7.1 to the contrary, except as expressly required with respect to Unrestricted Subsidiaries in clause (c) above, in no event shall any annual or quarterly financial statements delivered pursuant to clausesclause (a) or (b) of this Subsection 7.1 be required to (x) include any segment reporting, reporting with respect to non-consolidated subsidiaries, separate consolidating financial

 

158


information with respect to the Borrower, any Subsidiary Guarantor or any other Affiliate of the Borrower, or any segment reporting, reporting with respect to non-consolidated subsidiaries, separate financial statements or information for the Borrower, any Subsidiary Guarantor or any other Affiliate of the Borrower, (y) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act andor (z) comply with Rule 3-03(e), Rule 3-05, Rule 3-09, Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act.

7.2 Certificates; Other Information. Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent agrees to make and so deliver such copies):

(a) concurrently with the delivery of the financial statements and reports referred to in Subsections 7.1(a) and (b), a certificate signed by a Responsible Officer of the Borrower in substantially the form of Exhibit U or such other form as may be agreed between the Borrower and the Administrative Agent (a “Compliance Certificate”) (i) stating that, to the best of such Responsible Officer’s knowledge, each of the Borrower and its Restricted Subsidiaries during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default, except, in each case, as specified in such certificate, (iicommencing with the delivery of the Compliance Certificate for the fiscal year ending January 28, 2018, setting forth a reasonably detailed calculation of the Consolidated Total Leverage Ratio for the Most Recent Four Quarter Period[reserved] and (iii) commencing with the delivery of the Compliance Certificate for the fiscal year ended February 3, 2019, if (A) delivered with the financial statements required by Subsection 7.1(a) and (B) the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding fiscal year was greater than or equal to 4.23.2 5:1.00, set forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the respective fiscal year covered by such financial statements;

(b) within five Business Days after the same are filed, copies of all financial statements and periodic reports which the Borrower may file with the SEC or any successor or analogous Governmental Authority;

(c) within five Business Days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which the Borrower may file with the SEC or any successor or analogous Governmental Authority;

(d) subject to the last sentence of Subsection 7.6, promptly, such additional financial and other information regarding the Loan Parties as any Agent or the Required Lenders through the Administrative Agent may from time to time reasonably request; and

 

159


(e) promptly upon reasonable request from the Administrative Agent calculations of Consolidated EBITDA and other Fixed GAAP Terms as reasonably requested by the Administrative Agent promptly following receipt of a written notice from the Borrower electing to change the Fixed GAAP Date, which calculations shall show the calculations of the respective Fixed GAAP Terms both before and after giving effect to the change in the Fixed GAAP Date and identify the material change(s) in GAAP giving rise to the change in such calculations.

Documents required to be delivered pursuant to Subsection 7.1(a), 7.1(b), 7.1(c), 7.2(a), 7.2(b), 7.2(c), 7.2(d) or 7.2(e) or this Subsection 7.2 may at the Borrower’s option be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s (or any Parent Entity’s or IPO Vehicle’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website address as the Borrower may specify by written notice to the Administrative Agent from time to time); or (ii) on which such documents are posted on the Borrower’s (or any Parent Entity’s or IPO Vehicle’s) behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including any website maintained by the SEC) or whether sponsored by the Administrative Agent). Following the electronic delivery of any such documents by posting such documents to a website in accordance with the preceding sentence (other than the posting by the Borrower of any such documents on any website maintained for or sponsored by the Administrative Agent), the Borrower shall promptly provide the Administrative Agent notice of such delivery (which notice may be by facsimile or electronic mail) and the electronic location at which such documents may be accessed; provided that, in the absence of bad faith, the failure to provide such prompt notice shall not constitute a Default hereunder.

7.3 Payment of Taxes. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings diligently conducted and reserves in conformity in all material respects with GAAP with respect thereto have been provided on the books of the Borrower or any of its Restricted Subsidiaries, as the case may be, or except to the extent that failure to do so, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

7.4 Conduct of Business and Maintenance of Existence; Compliance with Contractual Obligations and Requirements of Law. Preserve, renew and keep in full force and effect its existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, except as otherwise permitted pursuant to Subsection 8.4 or 8.7, provided that the Borrower and its Restricted Subsidiaries shall not be required to maintain any such rights, privileges or franchises and the Borrower’sBorrower and its Restricted Subsidiaries shall not be required to maintain such existence, if the failure to do so would not reasonably be expected to have a Material Adverse Effect; and comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

7.5 Maintenance of Property; Insurance. (i) Keep all property necessary in the business of the Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to maintain with financially sound and

 

160


reputable insurance companies (or any Captive Insurance Subsidiary) insurance on, or self-insure, all property material to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practice of the Borrower and its Restricted Subsidiaries or usually insured against in the same general area by companies engaged in the same or a similar business; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (vi) use commercially reasonable efforts to ensure that, subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the applicable Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Borrower and each Subsidiary Guarantor and the Collateral Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance maintained by the Borrower and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Borrower and its Subsidiaries, (B) the Collateral Agent agrees that the Borrower and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.

7.6 Inspection of Property; Books and Records; Discussions. In the case of the Borrower, keep proper books and records in a manner to allow financial statements to be prepared in conformity with GAAP consistently applied in respect of all material financial transactions and matters involving the material assets and business of the Borrower and its Restricted Subsidiaries, taken as a whole; and permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with officers of the Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that (a) except during the continuation of an Event of Default, only one such visit per year shall be at the Borrower’s expense, and (b) during the continuation of an Event of Default, the Administrative Agent or its representatives may do any of the foregoing at the Borrower’s expense; provided, further, that representatives of the Borrower may be present during any such visits, discussions and inspections. Notwithstanding anything to the contrary in Subsection 7.2(d) or in this Subsection 7.6 or any other provision in any Loan Document, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any

 

161


document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

7.7 Notices. Promptly give notice to the Administrative Agent and each Lender of:

(a) as soon as possible after a Responsible Officer of the Borrower knows thereof, the occurrence of any Default or Event of Default;

(b) as soon as possible after a Responsible Officer of the Borrower knows thereof, any default or event of default under any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries, other than as previously disclosed in writing to the Lenders, which would reasonably be expected to have a Material Adverse Effect;

(c) as soon as possible after a Responsible Officer of the Borrower knows thereof, the occurrence of (i) any default or event of default under the Senior ABL Agreement, (iiany default or event of default under the Senior Notes Indenture[reserved] or (iii) any payment default under any Additional Obligations Documents or under any agreement or document governing other Indebtedness, in each case under this clause (c) relating to Indebtedness in an aggregate principal amount equal to or greater than $50,000,000the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets;

(d) as soon as possible after a Responsible Officer of the Borrower knows thereof, any litigation, investigation or proceeding affecting the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect;

(e) the following events, as soon as possible and in any event within 30 days after a Responsible Officer of the Borrower knows thereof: (i) the occurrence or expected occurrence of any Reportable Event (or similar event) with respect to any Single Employer Plan (or Foreign Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on the property of the Borrower or its Restricted Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any withdrawal from, or the full or partial termination or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking of any other formal action by the PBGC or the Borrower or any of its Restricted Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which would reasonably be expected to result in the withdrawal from, or the termination or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, would be reasonably expected to result in a Material Adverse Effect;

 

162


(f) as soon as possible after a Responsible Officer of the Borrower knows thereof, (i) any release or discharge by the Borrower or any of its Restricted Subsidiaries of any Materials of Environmental Concern required to be reported under applicable Environmental Laws to any Governmental Authority, unless the Borrower reasonably determines that the total Environmental Costs arising out of such release or discharge would not reasonably be expected to have a Material Adverse Effect, (ii) any condition, circumstance, occurrence or event not previously disclosed in writing to the Administrative Agent that would reasonably be expected to result in liability or expense under applicable Environmental Laws, unless the Borrower reasonably determines that the total Environmental Costs arising out of such condition, circumstance, occurrence or event would not reasonably be expected to have a Material Adverse Effect, or would not reasonably be expected to result in the imposition of any lien or other material restriction on the title, ownership or transferability of any facilities and properties owned, leased or operated by the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect and (iii) any proposed action to be taken by the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, unless the Borrower reasonably determines that the total Environmental Costs arising out of such proposed action would not reasonably be expected to have a Material Adverse Effect; and

(g) as soon as possible after a Responsible Officer of the Borrower knows thereof, any loss, damage, or destruction to a significant portion of the Collateral, whether or not covered by insurance.

Each notice pursuant to this Subsection 7.7 shall be accompanied by a statement of a Responsible Officer of the Borrower (and, if applicable, the relevant Restricted Subsidiary) setting forth details of the occurrence referred to therein and stating what action the Borrower (or, if applicable, the relevant Restricted Subsidiary) proposes to take with respect thereto.

7.8 Environmental Laws. (a) (i) Comply substantially with, and require substantial compliance by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and (iii) require that all tenants, subtenants, contractors, and invitees obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted and as planned, with respect to any property leased or subleased from, or operated by the Borrower or its Restricted Subsidiaries. For purposes of this Subsection 7.8(a), noncompliance shall not constitute a breach of this covenant, provided that, upon learning of any actual or suspected noncompliance, the Borrower and any such affected Restricted Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance, and provided, further, that in any case such noncompliance would not reasonably be expected to have a Material Adverse Effect.

 

163


(b) Promptly comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) as to which the failure to comply would not reasonably be expected to result in a Material Adverse Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other appropriate contest is or has been timely and properly taken and is being diligently pursued in good faith; and (z) if the effectiveness of such order or directive has not been stayed, the failure to comply with such order or directive during the pendency of such appeal or contest would not reasonably be expected to have a Material Adverse Effect.

7.9 After-Acquired Subsidiaries. (a) [Reserved].

(b) With respect to any Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary) (i) created or acquired subsequent to the Closing Date by the Borrower or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries (other than an Excluded Subsidiary), (ii) being designated as a Restricted Subsidiary, (iii) ceasing to be an Immaterial Subsidiary or other Excluded Subsidiary as provided in the applicable definition thereof after the expiry of any applicable period referred to in such definition or (iv) that becomes a Domestic Subsidiary as a result of a Permitted Investment or a transaction pursuant to, and permitted by, Subsection 8.2 or 8.7 (other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) cause the Loan Party that is required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary owned directly by the Borrower or any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries (other than Excluded Subsidiaries) to execute and deliver a Supplemental Agreement (as defined in the Guarantee and Collateral Agreement) pursuant to SectionSubsection 9.15 of the Guarantee and Collateral Agreement, (ii) deliver to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such new Domestic Subsidiary, and (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent. In addition, the Borrower may cause any Subsidiary that is not required to become a Subsidiary Guarantor to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guaranty. (which Subsidiary Guaranty shall be accompanied by all documentation and other information about such Subsidiary as shall be mutually agreed to be required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the CDD Rule); provided that in the case of any Foreign Subsidiary, notwithstanding anything to the contrary in this Agreement or any other Loan Document, such Foreign Subsidiary shall guarantee the Borrower Obligations (as defined in the Guarantee and Collateral Agreement) and grant a perfected lien with the priority contemplated herein on substantially all of its assets pursuant to arrangements (including security documents governed by foreign law) reasonably agreed between the Administrative Agent and the Borrower (which

 

164


arrangements (w) shall be subject to customary limitations in such jurisdiction as may be reasonably agreed between the Administrative Agent and the Borrower, (x) shall only operate to create guarantees or security rather than to impose new commercial obligations or restrictions, and accordingly shall not operate to prevent any transaction otherwise permitted under this Agreement or the Guarantee and Collateral Agreement, require additional consents or authorizations, or contain any additional representations or undertakings, in each case unless the same are required for the creation of the guarantee or the creation or perfection of the security (as and to the extent that such creation or perfection is required pursuant to the terms this Agreement or the Guarantee and Collateral Agreement) and are no more onerous than any equivalent representation or undertaking in this Agreement or the Guarantee and Collateral Agreement, (y) shall not permit the Administrative Agent or the Collateral Agent to enforce any such arrangements or exercise any power of attorney granted thereunder unless an Event of Default shall have occurred and be continuing, and (z) to the extent possible under the laws governing such arrangements, shall contain a release clause automatically releasing, reassigning and cancelling the guarantee or security constituted thereby, and shall otherwise require the Collateral Agent to release such security in accordance with Subsection 9.16 of the Guarantee and Collateral Agreement), and nothing in the definition of “Excluded Assets” or other limitation in this Agreement shall in any way limit or restrict the pledge of assets and property by any such Foreign Subsidiary that is a Guarantor or the pledge of the Capital Stock of such Foreign Subsidiary by any other Loan Party that holds such Capital Stock; provided, further, that if the Borrower elects to cause any Subsidiary to become a Guarantor pursuant to this Subsection 7.9(b), in addition to, and without limiting the applicability to such Guarantor of other Guarantor release provisions set forth in the Loan Documents, the Borrower may, in its sole discretion, elect to release such Guarantor from its Term Loan Facility Obligations by a written notice to the Administrative Agent, provided that immediately after giving effect to such release, (1) if and to the extent such Guarantor is then a Restricted Subsidiary (it being understood that the designation of such Subsidiary as an Unrestricted Subsidiary shall otherwise be required to comply with the provisions set forth in the definition of “Unrestricted Subsidiary”), any Indebtedness of such Subsidiary then outstanding can be Incurred (and upon such release shall be deemed to be Incurred) pursuant to Subsection 8.1 as if such Subsidiary were not a Guarantor at such time, and (2) immediately after such release, no Event of Default under Subsection 9.1(a) or (f) shall have occurred and be continuing.

(c) With respect to any Foreign Subsidiary created or acquired subsequent to the Closing Date by the Borrower or, any of its Domestic Subsidiaries that are Wholly Owned Subsidiaries (in each case, other than any Excluded Subsidiary) or any Foreign Subsidiary that is a Guarantor, the Capital Stock of which is owned directly by the Borrower or, a Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary) or any Foreign Subsidiary that is a Guarantor, promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, promptly (i) cause the Loan Party that is required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (as and to the extent provided in the Guarantee and Collateral Agreement or any other applicable Security Document) in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or, any Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded Subsidiary) or any Foreign Subsidiary that is a Guarantor to execute and deliver a Supplemental Agreement (as defined in the Guarantee and Collateral Agreement) pursuant to SectionSubsection 9.15 of the

 

165


Guarantee and Collateral Agreement or, with respect to Capital Stock of a Foreign Subsidiary that is owned directly by any Foreign Subsidiary that is a Guarantor, such supplemental agreement(s) as may be required pursuant to any applicable Security Document, and (ii) to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the relevant parent of such new Subsidiary and take such other action as may be reasonably deemed by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein (in each case as and to the extent required by the Guarantee and Collateral Agreement); provided that in either case in no event shall more than 65.0% of each series of Capital Stock of any Foreign Subsidiary be required to be so pledged.

(d) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents (to the extent the Collateral Agent determines, in its reasonable discretion, that such action is required to ensure the perfection or the enforceability as against third parties of its security interest in such Collateral) in each case in accordance with, and to the extent required by, the Guarantee and Collateral Agreement.

(e) Notwithstanding anything to the contrary in this Agreement, (A) the foregoing requirements shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement and, in the event of any conflict with such terms, the terms of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable, shall control, (B) no security interest or lien is or will be granted pursuant to any Loan Document or otherwise in any right, title or interest of any of the Holding Companies, the Borrower or any of its Subsidiaries in, and “Collateral” shall not include, any Excluded Asset, (Cexcept in the case of any assets of, or Capital Stock in, any Foreign Subsidiary that is a Guarantor, no Loan Party or any Affiliate thereof shall be required to take any action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (D) to the extent not automatically perfected by filings under the Uniform Commercial Code of each applicable jurisdiction, no Loan Party shall be required to take any actions in order to perfect any security interests granted with respect to any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts, securities accounts, but excluding Capital Stock required to be delivered pursuant to Subsections 7.9(b) and (c) above), and (E) nothing in this Subsection 7.9 shall require that any Holding Company, the Borrower or any Subsidiary grant a Lien with respect to any property or assets in which such SubsidiaryPerson acquires ownership rights to the extent that the Borrower and the Administrative Agent reasonably determine in writing that the costs or other consequences to any Holding Company Management Holdings, Waterworks Holdings,

 

166


Pubco, New Blocker, Topco or one of its Subsidiaries (or, at the election of the Borrower in connection with an initial public offering or other restructuring of the Borrower, any Parent Entity or IPO Vehicle, the Borrower or any of its Subsidiaries) of the granting of such a Lien is excessive in view of the benefits that would be obtained by the Secured Parties.

(f) Notwithstanding any provision of this Subsection 7.9 or Subsection 7.13 to the contrary, prior to the Discharge of ABL Collateral Obligations, (i) the requirements of this Subsection 7.9 and of Subsection 7.13 to deliver any ABL Priority Collateral to the Agent shall be deemed satisfied by the delivery of such ABL Priority Collateral to the ABL Agent or the ABL Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement or the equivalent term in any Other Intercreditor Agreement), (ii) the Borrower shall, and shall cause each Restricted Subsidiary to, comply with the requirements of this Subsection 7.9 and Subsection 7.13 with respect to the Obligations hereunder as they relate to any ABL Priority Collateral only to the same extent that the Borrower and such Restricted Subsidiaries are required to comply with provisions analogous to this Subsection 7.9 or Subsection 7.13 under the ABL Credit Agreement or the documentation governing any other ABL Collateral Obligation and (iii) the ABL Agent or the ABL Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement or the equivalent term in any Other Intercreditor Agreement) shall have sole discretion (in consultation with the Borrower, if applicable) with respect to any determination concerning ABL Priority Collateral as to which the Agent would have authority to exercise under this Subsection 7.9 or Subsection 7.13.

7.10 Use of Proceeds. Use the proceeds of Loans only for the purposes set forth in Subsection 5.16.

7.11 Commercially Reasonable Efforts to Maintain Ratings. At all times, the Borrower shall use commercially reasonable efforts to maintain ratings (but not any particular rating) of the Initial Term Loans and a corporate rating (but not any particular rating) and corporate family rating (but not any particular rating), as applicable, for the Borrower by each of S&P and Moody’s.

7.12 Accounting Changes. The Borrower will, for financial reporting purposes, cause the Borrower’s and each of its Subsidiaries’ fiscal years to end on the Sunday closest to January 31st of each calendar year; provided that the Borrower may, upon written notice to the Administrative Agent, change the financial reporting convention specified above to (x) a calendar year-end convention or (y) any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement and the other Loan Documents that are necessary in order to reflect such change in financial reporting.

7.13 Post-Closing Security Perfection. The Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to provide the perfected security interests described in the provisos to Subsection 6.1(a), Subsection 6.1(g) and Subsection 6.1(h) that are not so provided on the Closing Date, and in any event to provide such perfected security interests and to satisfy such other conditions within the applicable time periods set forth on Schedule 7.13, as such time

 

167


periods may be extended by the Administrative Agent, in its sole discretion. Notwithstanding any other provision of this Subsection 7.13, Subsection 7.9, of Schedule 7.13 or of any Security Document and the Borrower shall not be obligated to take, or cause to be taken, any action that is dependent on an action that the Administrative Agent or the Collateral Agent, as the case may be, has failed to take, for so long as the Administrative Agent or the Collateral Agent has failed to take such action.

SECTION 8

Negative Covenants

The Borrower hereby agrees that, from and after the Closing Date, until payment in full of the Loans and all other Term Loan Facility Obligations then due and owing to any Lender or any Agent hereunder:

8.1 Limitation on Indebtedness. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Borrower or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof (or, at the Borrower’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount thereof, in which case such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further compliance with this proviso), the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00; provided, further, that the aggregate principal amount of Indebtedness that may be Incurred pursuant to this Subsection 8.1(a), by Restricted Subsidiaries that are not Subsidiary Guarantors or Escrow Subsidiaries, together with the aggregate outstanding principal amount of Indebtedness Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors or Escrow Subsidiaries pursuant to Subsection 8.1(b)(xvii), shall not exceed the greater of $200,000,000437,500,000 and 26.50% of Consolidated Tangible Assets at any time outstanding.

(b) Notwithstanding the foregoing Subsection 8.1(a), the Borrower and its Restricted Subsidiaries may Incur the following Indebtedness:

(i) (I) Indebtedness Incurred by the Borrower, a Guarantor or an Escrow Subsidiary (a) pursuant to this Agreement and the other Loan Documents, (b) pursuant to the Senior ABL Facility, (c) constituting Additional Obligations (and Refinancing Indebtedness in respect thereof), (d) constituting Rollover Indebtedness (and Refinancing Indebtedness in respect thereof), (e) in respect of Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance with Subsection 2.9 (and any Refinancing Indebtedness in respect thereof) and (f) pursuant to any Letter of Credit Facility (and any Refinancing Indebtedness in respect thereof), in a maximum principal amount for all such Indebtedness at any time outstanding not exceeding in the aggregate an amount equal to the sum of (A) $1,075,000,0001,500,000,000 , plus (B) the greater of (x) $500,000,0001,350,000,000 and (y) an amount equal to (but not less than zero) to (1) the Borrowing Base, less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are Domestic Subsidiaries and then outstanding pursuant to

 

168


Subsection 8.1(b)(ix), less (3) the aggregate principal amount of Indebtedness Incurred by any Foreign Subsidiaries and then outstanding pursuant to Subsection 8.1(b)(xv)(ii), plus (C) without duplication of incremental amounts included in the definition of “Refinancing Indebtedness”, in the event of any refinancing of any such Indebtedness (including with Specified Refinancing Indebtedness), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing, and (II) Indebtedness Incurred by the Borrower, a Guarantor or an Escrow Subsidiary (a) pursuant to this Agreement and the other Loan Documents, (b) pursuant to the Senior ABL Facility, (c) constituting Additional Obligations, (d) constituting Rollover Indebtedness, (e) in respect of Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance with Subsection 2.9 and (f) pursuant to any Letter of Credit Facility, in an aggregate principal amount for all such Indebtedness outstanding after giving effect to such Incurrence not in excess of the Maximum Incremental Facilities Amount (for purposes of determining the amount outstanding pursuant to clause (i) of the definition of “Maximum Incremental Facilities Amount”, treating (x) any then unused portion of Incremental Revolving Commitments made available in reliance on such clause as outstanding Indebtedness and (y) Refinancing Indebtedness and Permitted Debt Exchange Notes Incurred pursuant to this Subsection 8.1(b)(i)(II) in respect of Indebtedness Incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount” (and Refinancing Indebtedness and Permitted Debt Exchange Notes Incurred pursuant to this Subsection 8.1(b)(i)(II) in respect of such Refinancing Indebtedness and/or Permitted Debt Exchange Notes) as outstanding pursuant to such clause), together with Refinancing Indebtedness in respect of the Indebtedness described in subclauses (a), (b), (c), (d) and, (e) and (f) of this clause (II), plus, without duplication of incremental amounts included in the definition of “Refinancing Indebtedness”, in the event of any refinancing of such Indebtedness (including with Specified Refinancing Indebtedness), the aggregate amount of all fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing;

(ii) Indebtedness (A) of any Restricted Subsidiary to the Borrower, or (B) of the Borrower or any Restricted Subsidiary to any Restricted Subsidiary; provided that in the case of this Subsection 8.1(b)(ii), any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Borrower or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this Subsection 8.1(b)(ii);

(iii) Indebtedness represented by (Athe Senior Notes[reserved], (B) any Indebtedness (other than the Indebtedness pursuant to this Agreement and the other Loan Documents described in Subsection 8.1(b)(i)) outstanding (or Incurred pursuant to any commitment outstanding) on the Closing Date and set forth on Schedule 8.1 and (C) any Refinancing Indebtedness Incurred in respect of any Indebtedness (or unutilized commitments) described in this Subsection 8.1(b)(iii) or, Subsection 8.1(a) or Subsection 8.1(b)(xvii);

 

169


(iv) Purchase Money Obligations, Financing Lease Obligations, and in each case any Refinancing Indebtedness with respect thereto; provided that the aggregate principal amount of such Purchase Money Obligations Incurred to finance the acquisition of Capital Stock of any Person, at any time outstanding pursuant to this clause shall not exceed an amount equal to the greater of $75,000,000 and 10.00% of Consolidated Tangible Assets;in respect thereof;

(v) Indebtedness (A) supported by a letter of credit issued in compliance with this Subsection 8.1 in a principal amount not exceeding the face amount of such letter of credit or (B) consisting of accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Restricted Subsidiaries;

(vi) (A) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the Borrower or such Restricted Subsidiary, as the case may be, in violation of this Subsection 8.1), or (B) without limiting Subsection 8.6, Indebtedness of the Borrower or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the Borrower or such Restricted Subsidiary, as the case may be, in violation of this Subsection 8.1);

(vii) Indebtedness of the Borrower or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds in the ordinary course of business, or (B) consisting of guarantees, indemnities, obligations in respect of earn-outs or other purchase price adjustments, or similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person;

(viii) Indebtedness of the Borrower or any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes), (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, (C) Hedging Obligations, entered into for bona fide hedging purposes, (D) Management Guarantees or Management Indebtedness, (E) the financing of insurance premiums in the ordinary course of business, (F) take-or-pay obligations under supply arrangements incurred in the ordinary course of business, (G) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Borrower or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement, (H) Junior Capital in an aggregate principal amount at any time outstanding not to exceed the greater of $100,000,000223,000,000 and 13.50% of Consolidated Tangible Assets or (I) Bank Products Obligations;

 

170


(ix) Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to the Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings); (2) in the event such Indebtedness shall become recourse to the Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Borrower as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this Subsection 8.1 for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (1), the Borrower may classify such Indebtedness in whole or in part as Incurred under this Subsection 8.1(b)(ix);

(x) Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary; or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation),; provided that on the date of such acquisition, merger or consolidation, after giving effect thereto, either (1) the Borrower would have a Consolidated Total Leverage Ratio equal to or less than 6.85:1.00could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(b)(xvii), (2) the Consolidated Total Leverage Ratio of the Borrower would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect thereto, (3) the Borrower could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or (4) the Consolidated Coverage Ratio of the Borrower would equal or be greater than the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect thereto; provided, further, that if, at the Borrower’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, pro forma effect is given to the Incurrence of the entire committed amount of such Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause (x); and any Refinancing Indebtedness with respect to any such Indebtedness;

(xi) Contribution Indebtedness and any Refinancing Indebtedness with respect thereto;

(xii) Indebtedness issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with Subsection 8.1(a), and any Refinancing Indebtedness with respect thereto;

 

171


(xiii) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $190,000,000412,500,000 and 25.00% of Consolidated Tangible Assets;

(xiv) Indebtedness of the Borrower or any Restricted Subsidiary Incurred as consideration in connection with or otherwise to finance any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, and any Refinancing Indebtedness with respect thereto, in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $50,000,000115,500,000 and 7.00% of Consolidated Tangible Assets;

(xv) Indebtedness of any Foreign Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the sum of (i) the greater of $125,000,000272,500,000 and 16.50% of Consolidated Tangible Assets and (ii) an amount equal to (but not less than zero) to (A) the Foreign Borrowing Base less (B) the aggregate principal amount of Indebtedness Incurred by Special Purpose Subsidiaries that are Foreign Subsidiaries and then outstanding pursuant to clauseSubsection 8.1(b)(ix) of this paragraph (b), less (C) the aggregate principal amount of Indebtedness Incurred and then outstanding pursuant to Subsection 8.1(b)(i)(I)(B)(y)(1) in excess of the Domestic Borrowing Base, plus (D) in the event of any refinancing of any Indebtedness Incurred under this clause (xv), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing; and

(xvi) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of Restricted Payments which could be made at the time of such Incurrence pursuant to Subsection 8.2(a)(3), 8.2(b)(iii), 8.2(b)(v) or, 8.2(b)(vi) or 8.2(b)(xv); and any Refinancing Indebtedness with respect thereto; provided that the Incurrence of Indebtedness in reliance on amounts available for making Restricted Payments pursuant to any of the foregoing clauses of Subsection 8.2 shall reduce the amount available under any such applicable clause by an amount equal to the outstanding principal amount of such Indebtedness.; and

(xvii) Indebtedness of the Borrower or any Restricted Subsidiary in an unlimited amount if, after giving effect to the Incurrence of such amount (or, at the Borrower’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount thereof, in which case such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further compliance with this clause (xvii)), the Consolidated Total Leverage Ratio shall not exceed 5.00:1.00; provided, that the aggregate principal amount of Indebtedness that may be Incurred pursuant to this Subsection 8.1(b)(xvii) by Restricted Subsidiaries that are not Subsidiary Guarantors or Escrow Subsidiaries, together with the aggregate outstanding principal amount of Indebtedness Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors or Escrow Subsidiaries pursuant to Subsection 8.1(a), shall not exceed the greater of $437,500,000 and 26.50% of Consolidated Tangible Assets at any time outstanding.

 

172


(c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Subsection 8.1, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this Subsection 8.1) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness Incurred pursuant to Subsection 8.1(b) meets the criteria of more than one of the types of Indebtedness described in Subsection 8.1(b), the Borrower, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of the clauses or subclauses of Subsection 8.1(b) (including in part under one such clause or subclause and in part under another such clause or subclause); provided that (if the Borrower shall so determine) any Indebtedness Incurred pursuant to (x) Subsection 8.1(b)(ivviii)(H ), (b)(xiii), (b)(xiv) or, (b)(xv) or (b)(xvi) shall cease to be deemed Incurred or outstanding for purposes of such clause or subclause but shall be deemed Incurred for the purposes of Subsection 8.1(a) or (b)(xvii), as applicable, from and after the first date on which the Borrower or any Restricted Subsidiary could have Incurred such Indebtedness under Subsection 8.1(a) or (b)(xvii), as applicable, without reliance on such clause or subclause and (y) the Cash Capped Incremental Facility shall cease to be deemed Incurred or outstanding for purposes of such definition but shall be deemed Incurred for the purposes of the Ratio Incremental Facility from and after the first date on which the Borrower could have Incurred such Indebtedness under the Ratio Incremental Facility without reliance on such provision; (iii) in the event that Indebtedness could be Incurred in part under Subsection 8.1(a), the Borrower, in its sole discretion, may classify a portion of such Indebtedness as having been Incurred under Subsection 8.1(a) and the remainder of such Indebtedness as having been Incurred under Subsection 8.1(b); (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP; (v) the principal amount of Indebtedness outstanding under any clause or subclause of Subsection 8.1, including for purposes of any determination of the “Maximum Incremental Facilities Amount”, shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness; (vi) if any commitments in respect of revolving or deferred draw Indebtedness are established in reliance on any provision of Subsection 8.1(b) measured by reference to Four Quarter Consolidated EBITDA or a percentage of Consolidated Tangible Assets, as applicable (or a percentage thereof), at the Borrower’s option in the case of a Limited Condition Transaction, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing for the commitment to fund such Indebtedness, after giving pro forma effect to the Incurrence of the entire committed amount of such Indebtedness, such amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, irrespective of whether or not such Incurrence would cause such Four Quarter Consolidated EBITDA or percentage of Consolidated Tangible Assets (or a percentage thereof) to be exceeded; (vii) if any Indebtedness is Incurred to refinance Indebtedness (or unutilized commitments in respect of Indebtedness) initially Incurred (or established) (or, to refinance Indebtedness Incurred (or commitments established)) to refinance Indebtedness initially Incurred

 

173


(or commitments initially established) in reliance on any provision of Subsection 8.1(b) measured by reference to Four Quarter Consolidated EBITDA or a percentage of Consolidated Tangible Assets (or a percentage thereof) at the time of Incurrence, as applicable, (or establishment) and such refinancing would cause such Four Quarter Consolidated EBITDA or percentage of Consolidated Tangible Assets (or a percentage thereof) to be exceeded if calculated based on the Four Quarter Consolidated EBITDA or Consolidated Tangible Assets, (or a percentage thereof) on the date of such refinancing, such Four Quarter Consolidated EBITDA or percentage of Consolidated Tangible Assets, as applicable, (or a percentage thereof) shall not be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) so long as the outstanding or committed principal amount of such refinancing Indebtedness does not exceed an amount equal to the outstanding or committed principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing; and (viii) if any Indebtedness is Incurred to refinance Indebtedness (or unutilized commitments in respect of Indebtedness) initially Incurred (or, established) (or, to refinance Indebtedness Incurred (or commitments established) to refinance Indebtedness initially Incurred (or commitments initially established)) in reliance on any provision of Subsection 8.1(b) measured by a dollar amount, such dollar amount shall not be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) to the extent the outstanding or committed principal amount of such newly Incurredrefinancing Indebtedness does not exceed an amount equal to the outstanding or committed principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing. Notwithstanding anything herein to the contrary, Indebtedness Incurred by the Borrower on the Closing Date under this Agreement or the Senior ABL Agreement, shall be classified as Incurred under Subsection 8.1(b), and not under Subsection 8.1(a).

(d) For purposes of determining compliance with any provision of Subsection 8.1(b) (or any category of Permitted Liens described in the definition thereof) measured by a dollar amount or by reference to Four Quarter Consolidated EBITDA or a percentage of Consolidated Tangible Assets, (or a percentage thereof), in each case, for the Incurrence of Indebtedness or Liens securing Indebtedness denominated in a foreign currency, the dollar equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving or deferred draw Indebtedness; provided that (x) the dollar equivalent principal amount of any such Indebtedness outstanding on the Closing Date shall be calculated based on the relevant currency exchange rate in effect on the Closing Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency (or in a different currency from such Indebtedness so being Incurred), and such refinancing would cause the applicable provision of paragraph (b) above (or category of Permitted Liens) measured by a dollar amount or by reference to Four Quarter Consolidated EBITDA or a percentage of Consolidated Tangible Assets (or a percentage thereof), as applicable, to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such provision of Subsection 8.1(b) (or category of Permitted Liens) measured by a dollar amount or by reference to Four Quarter Consolidated EBITDA or a percentage of Consolidated Tangible Assets (or a percentage

 

174


thereof), as applicable, shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing and (z) the dollar equivalent principal amount of Indebtedness denominated in a foreign currency and Incurred pursuant to this Agreement or any Senior ABL Facility shall be calculated based on the relevant currency exchange rate in effect on, at the Borrower’s option, (A) the Closing Date, (B) any date on which any of the respective commitments under this Agreement or the applicable Senior ABL Facility shall be reallocated between or among facilities or subfacilities hereunder or thereunder, or on which such rate is otherwise calculated for any purpose thereunder or, (C) the date of such Incurrence or (D) the date on which such Indebtedness is allocated or priced, as applicable. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

8.2 Limitation on Restricted Payments. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment in connection with any merger or consolidation to which the Borrower is a party) except (x) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the Borrower or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Capital Stock on no more than a pro rata basis, measured by value), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Borrower held by Persons other than the Borrower or a Restricted Subsidiary (other than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the exercise price thereof), (iii) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Junior Debt (other than a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement), or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or retirement or Investment being herein referred to as a “Restricted Payment”), if at the time the Borrower or such Restricted Subsidiary makes such Restricted Payment after giving effect thereto:

(1) [reserved];

(2) [reserved]; or

(1) an Event of Default under Subsection 9.1(a), (c), (e), (f), (h), (i), (j) or (k), or another Event of Default known to the Borrower shall have occurred and be continuing (or would result therefrom);

 

175


(2) the Borrower could not Incur at least an additional $1.00 of Indebtedness pursuant to Subsection 8.1(a); or

(3) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of Directors) declared or made subsequent to the Closing Date and then outstanding would exceed, without duplication, the sum of:

(A) 50.0% of the Consolidated Net Income accrued during the period (treated as one accounting period) beginning on the first day of the Fiscal Quarter of the Borrower in which the Closing Date occurs to the end of the most recent Fiscal Quarter of the Borrower ending prior to the date of such Restricted Payment for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available (or, in case such Consolidated Net Income shall be a negative number, 100.0% of such negative number);

(B) the aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Borrower, which determination shall be conclusive) of property or assets received (x) by the Borrower as capital contributions to the Borrower after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock) after the Closing Date (other than Excluded Contributions, Pubco IPO Transaction Proceeds and Contribution Amounts) or (y) by the Borrower or any Restricted Subsidiary from the Incurrence by the Borrower or any Restricted Subsidiary after the Closing Date of Indebtedness that shall have been converted into or exchanged for Capital Stock of the Borrower (other than Disqualified Stock) or Capital Stock of any Parent Entity or IPO Vehicle, plus the amount of any cash and the fair value (as determined in good faith by the Borrower, which determination shall be conclusive) of any property or assets, received by the Borrower or any Restricted Subsidiary upon such conversion or exchange;

(C) (i) the aggregate amount of cash and the fair value (as determined in good faith by the Borrower, which determination shall be conclusive) of any property or assets received from dividends, distributions, interest payments, return of capital, repayments of Investments or other transfers of assets to the Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to dividends or other distributions made pursuant to Subsection 8.2(b)(ix), plus (ii) the aggregate amount resulting from the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”); and

 

176


(D) in the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), the aggregate amount of cash and the fair value (as determined in good faith by the Borrower, which determination shall be conclusive) of any property or assets received by the Borrower or a Restricted Subsidiary with respect to all such dispositions and repayments.

(b) The provisions of Subsection 8.2(a) do not prohibit any of the following (each, a “Permitted Payment”):

(i) (x) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Borrower (“Treasury Capital Stock”) or any Junior Debt made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the issuance or sale of, Capital Stock of the Borrower (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary) (“Refunding Capital Stock”) or a capital contribution to the Borrower, in each case other than Excluded Contributions, Pubco IPO Transaction Proceeds and Contribution Amounts; provided that the Net Cash Proceeds from such issuance, sale or capital contribution shall be excluded in subsequent calculations under Subsection 8.2(a)(3)(B); and (y) if immediately prior to such acquisition or retirement of such Treasury Capital Stock, dividends thereon were permitted pursuant to Subsection 8.2(b)(xi), dividends on such Refunding Capital Stock in an aggregate amount per annum not exceeding the aggregate amount per annum of dividends so permitted on such Treasury Capital Stock;

(ii) any dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice thereof, as applicable, if at such date of declaration or the giving of such notice, such dividend or redemption would have complied with this Subsection 8.2;

(iii) Investments or other Restricted Payments (x) in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions or (y) without duplication of clause (x), in an aggregate amount outstanding at any time not to exceed an amount equal to the lesserproduct of (Ai ) the Net Available Cash Proceeds from an Asset Disposition in respect of property or assets acquired after the Closing Date, if and to the extent the acquisition of such property or assets was financed with Excluded Contributions and (B) an amount equal to the, multiplied by (ii) a fraction the numerator of which is the aggregate amount of Excluded Contributions appliedused to finance such acquisitions ofthe acquisition of such property or assets and the denominator of which is the aggregate cash consideration for the acquisition of such property or assets;

 

177


(iv) loans, advances, dividends or distributions by the Borrower to any Parent Entity or IPO Vehicle (whether made directly or indirectly and with “Parent Entity” including, for this purpose, “back to back” transactions involving (x) Management Holdings or (y) any other “management feeder” employed by a Parent Entity for compensatory and/or tax purposes) to permit any Parent Entity or IPO Vehicle to repurchase or otherwise acquire its Capital Stock or other debt or equity securities (including any options, warrants or other rights in respect thereof), or payments by the Borrower or its Subsidiaries to repurchase or otherwise acquire Capital Stock or other debt or equity securities of any Parent Entity, or IPO Vehicle or the Borrower or any Subsidiary (including any options, warrants or other rights in respect thereof), in each case from or to current or former Management Investors (including any repurchase or acquisition by reason of the Borrower, or any of its Subsidiaries or any Parent Entity or IPO Vehicle retaining any Capital Stock or other debt or equity securities, option, warrant or other right in respect of tax withholding obligations, and any related payment in respect of any such obligation), such payments, loans, advances, dividends or distributions not to exceed an amount (net of repayments of any such loans or advances) equal to (x) (1) $30,000,000the greater of $60,000,000 and 4.00% of Consolidated Tangible Assets, plus (2) $30,000,000the greater of $60,000,000 and 4.00% of Consolidated Tangible Assets multiplied by the number of calendar years that have commenced since the Closing Date, plus (y) the Net Cash Proceeds received by the Borrower (or by any Parent Entity or IPO Vehicle and contributed to the Capital Stock (other than Disqualified Stock) of the Borrower other than in the form of Disqualified Stock) on or since the Closing Date from, or as a capital contribution from, the issuance or sale to Management Investors of Capital Stock or other debt or equity securities (including any options, warrants or other rights in respect thereof), to the extent such Net Cash Proceeds are not included in any calculation under Subsection 8.2(a)(3)(B)(x), plus (z) the cash proceeds of key man life insurance policies received by the Borrower or any Restricted Subsidiary (or by any Parent Entity or IPO Vehicle and contributed to the Capital Stock (other than Disqualified Stock) of the Borrower) on or since the Closing Date to the extent such cash proceeds are not included in any calculation under Subsection 8.2(a)(3)(A); provided that any cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary by any current or former Management Investor in connection with any repurchase or other acquisition of Capital Stock or other debt or equity securities (including any options, warrants or other rights in respect thereof) from any Management Investor shall not constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement;

(v) Restricted Payments following a Qualified IPO (including, for the avoidance of doubt, the Pubco IPO) in an amount not to exceed in any fiscal year of the Borrower the greatersum of (x) 6.07.0% of the aggregate gross proceeds received by the Borrower (whether directly, or indirectly through a contribution to common equity capital) in or from such Qualified IPO and (y) 6.07.0% of Market Capitalization;

(vi) Restricted Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed an amount (net of repayments of any such loans or advances) equal to the sum of (x) the greater of $65,000,000140,500,000 and 8.50% of Consolidated Tangible Assets, plus (y) the aggregate amount of all Declined Amounts, plus (z) the aggregate amount of all Leverage Excess Proceeds;

 

178


(vii) loans, advances, dividends, distributions or other payments by the Borrower or any Restricted Subsidiary to any Parent Entity or IPO Vehicle (A) to satisfy or permit any Parent Entity or IPO Vehicle to satisfy obligations under the Transaction Agreements, (B) pursuant to theany Tax Sharing Agreement (excluding any accelerated lump sum amount payable upon an early termination of a tax receivables agreement entered into in connection with an initial public offering to the extent such amount exceeds the amount that would have been payable under such tax receivables agreement in the absence of such acceleration) or (C) to pay or permit any Parent Entity or IPO Vehicle to pay (but without duplication) any Parent Expenses or any Related Taxes;

(viii) payments by the Borrower, or loans, advances, dividends or distributions by the Borrower to any Parent Entity or IPO Vehicle to make payments, to holders of Capital Stock of the Borrower or any Parent Entity or IPO Vehicle in lieu of issuance of fractional shares of such Capital Stock;

(ix) dividends or other distributions of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities of Unrestricted Subsidiaries;

(x) any Restricted Payment pursuant to or in connection with the Transactions or the Tranche B Effective Date Transactions;

(xi) (A) dividends on any Designated Preferred Stock of the Borrower issued after the date hereofClosing Date; provided that at the time of such issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00, (B) loans, advances, dividends or distributions to any Parent Entity or IPO Vehicle to permit dividends on any Designated Preferred Stock of any Parent Entity or IPO Vehicle issued after the date hereofClosing Date if the net proceeds of the issuance of such Designated Preferred Stock have been contributed to the Borrower or any of its Restricted Subsidiaries; provided that the aggregate amount of all loans, advances, dividends or distributions paid pursuant to this subclause (B) shall not exceed the net proceeds of such issuance of Designated Preferred Stock received by or contributed to the Borrower or any of its Restricted Subsidiaries, or (C) any dividend on Refunding Capital Stock of the Borrower that is Preferred Stock; provided that at the time of the declaration of such dividend and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00;

(xii) distributions or payments of Special Purpose Financing Fees;

(xiii) the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of Subsection 8.1;

(xiv) any purchase, redemption, repurchase, defeasance or other acquisition or, retirement or repayment of any Junior Debt (u) made by exchange for, or out of the proceeds of the Incurrence of, (1) Refinancing Indebtedness Incurred in compliance with Subsection 8.1 or (2) new Indebtedness of the Borrower, or a Restricted Subsidiary, as the case may be, Incurred in compliance with Subsection 8.1, so long as such new

 

179


Indebtedness satisfies all requirements for “Refinancing Indebtedness” set forth in the definition thereof applicable to a refinancing of such Junior Debt, (v) from Net Available Cash or an equivalent amount to the extent permitted by Subsection 8.4, (w) from declined amounts as contemplated by Subsection 4.4(h), (x) following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if the Borrower shall have complied with Subsection 8.8(a) prior to purchasing, redeeming, repurchasing, defeasing, acquiring or, retiring or repaying such Junior Debt, (y) constituting Acquired Indebtedness or (z) in an aggregate amount at any time not exceeding an amount equal to the greater of $50,000,000115,500,000 and 7.00% of Consolidated Tangible Assets;

(xv) Investments in Unrestricted Subsidiaries in an aggregate amount outstanding at any time not exceeding an amount equal to the greater of $87,500,000190,000,000 and 11.50% of Consolidated Tangible Assets;

(xvi) (x) any Restricted Payments of the type described in clausesclause (i) or (ii) of the definition thereof contained in Subsection 8.2(a); provided that on a pro forma basis after giving effect to such Restricted Payment the Consolidated Total Leverage Ratio would be equal to or less than 5.753.00 :1.00 and, (y) any Restricted Payments of the type described in clausesclause (iii) or of the definition thereof contained in Subsection 8.2(a); provided that on a pro forma basis after giving effect to such Restricted Payment the Consolidated Total Leverage Ratio would be equal to or less than 3.50:1.00 and (z) any Restricted Payments of the type described in clause (iv) of the definition thereof contained in Subsection 8.2(a); provided that on a pro forma basis after giving effect to such Restricted Payment the Consolidated Total Leverage Ratio would be equal to or less than 6.003.75 :1.00; and

(xvii) Restricted Payments in cash to pay or permit any Parent Entity or IPO Vehicle to pay any amounts payable in respect of guarantees, indemnities, obligations in respect of earn-outs or other purchase price adjustments, or similar obligations, incurred in connection with the acquisition or disposition of any business, assets or Person, as long as such business, assets or Person have been acquired by or disposed of by the Borrower or a Restricted Subsidiary, or such business, assets or Person (or in the case of a disposition, the Net Available Cash Proceedsin respect thereof) have been contributed to the Borrower or a Restricted Subsidiary;

(xviii) payments or distributions to satisfy dissenters’ or appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, pursuant to or in connection with any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or any other Investment; and

(xix) Restricted Payments to any Parent Entity or IPO Vehicle the proceeds of which are applied by any Parent Entity or IPO Vehicle in connection with any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into such Parent Entity or IPO Vehicle or any Subsidiary thereof, or any other Investment; provided that (A) such Restricted Payment shall be made

 

180


substantially concurrently with the closing of such acquisition, merger or consolidation or other Investment and (B) any Parent Entity or IPO Vehicle shall, substantially concurrently with the closing thereof, cause (1) such business, assets or Person acquired and any liabilities assumed to be contributed to the Borrower or a Restricted Subsidiary or (2) the merger into the Borrower or one of its Restricted Subsidiaries that is a Loan Party in accordance with Subsection 8.7;

provided that (A) in the case of Subsections 8.2(b)(ii), (v) and (viii), the net amount of any such Permitted Payment shall be included in subsequent calculations of the amount of Restricted Payments, and (B) in all cases other than pursuant to clause (A) immediately above, the net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted Payments and (C) solely with respect to Subsections 8.2(b)(vi) and (xvi), no Event of Default under Subsection 9.1(a), (c), (e), (f), (h), (i), (j) or (k) or other Event of Default known to the Borrower shall have occurred and be continuing at the time of any such Permitted Payment after giving effect thereto.. The amount of any Investment or other Restricted Payment, if other than in cash, shall be determined in good faith by the Borrower, which determination shall be conclusive. The Borrower, in its sole discretion, may classify any Investment or other Restricted Payment as being made in part under one of the clauses or subclausesprovisions of this Subsection 8.2(b) (or, in the case of any Investment, the clauses or subclauses of Permitted Investments) and in part under one or more other such clauses or subclausesprovisions (or, as applicable, such clauses or subclauses).

Notwithstanding any other provision of this Agreement, this Agreement shall not restrict any redemption or other payment by the Borrower or any Restricted Subsidiary made as a mandatory principal redemption or other payment in respect of Junior Debt pursuant to an “AHYDO saver” provision of any agreement or instrument in respect of Junior Debt, and the Borrower’s determination in good faith (which determination shall be conclusive) of the amount of any such “AHYDO saver” mandatory principal redemption or other payment shall be conclusive and binding for all purposes under this Agreement.

8.3 Limitation on Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on (i) the ability of the Borrower or any of its Restricted Subsidiaries (other than any Foreign Subsidiaries or any Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its property, assets or revenues constituting Term Loan Priority Collateral as and to the extent contemplated by this Agreement and the other Loan Documents, whether now owned or hereafter acquired or (ii) the ability of any Restricted Subsidiary to (x) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, (y) make any loans or advances to the Borrower or (z) transfer any of its property or assets to the Borrower (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction:

 

181


(a) pursuant to an agreement or instrument in effect at or entered into on the Closing Date, this Agreement and the other Loan Documents, the ABL Facility Documents, the Senior Notes Documents, the ABL/Term Loan Intercreditor Agreement and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents;

(b) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets from such Person or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurredIncurred to finance, or otherwise Incurred in connection with, such acquisition, merger, consolidation or transaction); provided that for purposes of this Subsection 8.3(b), if a Person other than the Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower;

(c) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument referred to in Subsection 8.3(a) or (b) or this Subsection 8.3(c) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower, which determination shall be conclusive);

(d) (i) pursuant to any agreement or instrument that restricts in a customary manner (as determined by the Borrower in good faith, which determination shall be conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) contained in mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions (as determined by the Borrower in good faith, which determination shall be conclusive) restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary, (v) pursuant to Purchase

 

182


Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (vi) on cash or other deposits or net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) pursuant to customary provisions (as determined by the Borrower in good faith, which determination shall be conclusive) contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements or in shareholder, partnership, limited liability company and other similar agreements in respect of non-wholly owned Restricted Subsidiaries, (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary or, (ix) pursuant to Hedging Obligations or Bank Products Obligations; or (x) that arises under the terms of documentation governing any factoring agreement or any similar arrangements that in the good faith determination of the Borrower, which determination shall be conclusive, are necessary or appropriate to effect such factoring agreement or similar arrangements;

(e) with respect to any agreement for the direct or indirect disposition of Capital Stock, property or assets of any Person, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such sale or other disposition;

(f) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captivean Insurance Subsidiary;

(g) pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to Subsection 8.1 (x) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Borrower, which determination shall be conclusive), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower, which determination shall be conclusive) and either (1) the Borrower determines in good faith, which determination shall be conclusive, that such encumbrance or restriction will not materially affect the Borrower’s ability to create and maintain the Liens on the Term Loan Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Loans or (2) such encumbrance or restriction applies only if a default occurs under a circumstance described in Subsection 9.1(f) or in respect of a payment or financial covenant relating to such Indebtedness, (ii) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity;

 

183


(h) any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.6; or

(i) any agreement governing or relating to Indebtedness and/or other obligations and liabilities secured by a Lien permitted by Subsection 8.6 (in which case any restriction shall only be effective against the assets subject to such Lien, except as may be otherwise permitted under this Subsection 8.3).

8.4 Limitation on Sales of Assets and Subsidiary Stock. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless:

(i) the Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (as of the date on which a legally binding commitment for such Asset Disposition was entered into) of the shares and assets subject to such Asset Disposition, as such fair market value may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of $50,000,000the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets) in good faith by the Borrower, whose determination shall be conclusive (including as to the value of all non-cash consideration);

(ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value (as determined in good faith by the Borrower, whose determination shall be conclusive), as of the date on which a legally binding commitment for such Asset Disposition was entered into) of $50,000,000 of the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets or more, at least 75.0% of the consideration therefor (excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) received by the Borrower or such Restricted Subsidiary for such Asset Disposition, when taken together with any consideration received by the Borrower or any Restricted Subsidiary in connection with all other Asset Dispositions since the Closing Date (on a cumulative basis) received by the Borrower or any Restricted Subsidiary, is in the form of cash; and

(iii) either (x) if the Borrower or such Restricted Subsidiary elects, to the extent such Asset Disposition or Recovery Event is an Asset Disposition or Recovery Event of assets that constitute ABL Priority Collateral, to purchase, redeem, repay or prepay, to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof, Indebtedness under the Senior ABL Facility or (in the case of letters of credit, bankers’ acceptances or other similar instruments issued thereunder) cash collateralize any such Indebtedness within the time period required by such Indebtedness after the

 

184


later of the date of such Asset Disposition or Recovery Event, as the case may be, and the date of receipt of such Net Available Cash or (y) to the extent required by Subsection 8.4(b), the Net Available Cash from such Asset Disposition (such amount, the “Net Available Cash Amount”) is applied by the Borrower (or any Restricted Subsidiary, as the case may be) as provided therein.

(b) In the event that on or after the Closing Date the Borrower or any Restricted Subsidiary shall make an Asset Disposition or a Recovery Event in respect of Collateral shall occur, subject to Subsection 8.4(a), an amount equal to 100.0% (as such percentage may be adjusted pursuant to clause (3) of the proviso to this Subsection 8.4(b)) of the Net Available Cash from such Asset Disposition or Recovery Event shall be applied by the Borrower (or any Restricted Subsidiary, as the case may be) as follows:

(i) first, to the extent the Borrower or such Restricted Subsidiary elects (by delivery of an officer’s certificate by a Responsible Officer to the Administrative Agent) to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with an amount equal to Net Available Cash received by the Borrower or another Restricted Subsidiary) within (x) 540720 days after the later of the date of such Asset Disposition or Recovery Event, as the case may be, and the date of receipt of such Net Available Cash (such period the “Reinvestment Period”) or, (y) if such investment in Additional Assets is a project authorized by the Board of Directors that will take longer than such 540720 days to complete and is subject to a binding written commitment or letter of intent entered into during the Reinvestment Period, an additional 180 days after the last day of the Reinvestment Period (it being understood and agreed that if no such investment is made within the Reinvestment Period as extended by this clause (y), the Borrower shall make the prepayments required by Subsection 8.4(b)(ii) onwithin ten Business Days after the earlier to occur of (I) the last day of such Reinvestment Period as extended by this clause (y) and (II) the date the Borrower elects not to pursue such investment);

(ii) second, (1) if no application of Net Available Cash election is made pursuant to the preceding clause (i) with respect to such Asset Disposition or Recovery Event or (2) if such election is made to the extent of the balance of such Net Available Cash or equivalent amount after application in accordance with Subsection 8.4(b)(i), within ten Business Days after the end of the Reinvestment Period specified in clause (i) above (as extended pursuant to clause (y) of such clause (i)) (x) to the extent such Asset Disposition or Recovery Event is an Asset Disposition or Recovery Event of assets that constitute Collateral, to purchase, redeem, repay, prepay, make an offer to prepay or repurchase, or deliver a notice of redemption, in accordance with Subsection 4.4(e)(i) (subject to Subsection 4.4(h)) or the agreements or instruments governing the relevant Indebtedness described in clause (B) below (subject to any provision under such agreement or instrument analogous to Subsection 4.4(h)), as applicable, (A) the Term Loans and (B) to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof any Pari Passu Indebtedness on no more than a pro rata basis with the Term Loans and (y) to the extent such Asset Disposition is an Asset Disposition of assets that do not constitute Collateral, to purchase, redeem, repay, prepay, make an offer to prepay or repurchase, or deliver a notice of redemption, in accordance with Subsection 4.4(e)(i)

 

185


(subject to Subsection 4.4(h)) or the agreements or instruments governing any relevant Indebtedness permitted under Subsection 8.1 (subject to any provision under such agreement or instrument analogous to Subsection 4.4(h)), as applicable, (A) the Term Loans and (B) to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof, any other Indebtedness (other than Indebtedness subordinated in right of payment to the Term Loan Facility Obligations) on no more than a pro rata basis with the Term Loans; and

(iii) third, to the extent of the balance of such Net Available Cash Amount or equivalent amount after application in accordance with Subsections 8.4(b)(i) and (ii) above (including an amount equal to the amount of any prepayment otherwise contemplated by clause (ii) above in connection with such Asset Disposition or Recovery Event that is declined by any Lender), to fund (to the extent consistent with any other applicable provision of this Agreement) any general corporate purpose (including but not limited to the repurchase, repayment or other acquisition or retirement of any Junior Debt or the making of other Restricted Payments);

provided, however, that (1) in connection with any prepayment, repayment, purchase or redemption of Indebtedness pursuant to clause (ii) above, the Borrower or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, purchased or redeemed; (2) the Borrower (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to receiving the Net Available Cash attributable to any given Asset Disposition (provided that, such investment shall be made no earlier than the earliest of notice of the relevant Asset Disposition to the Administrative Agent, execution of a definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant to and in accordance with Subsection 8.4(b)(i) above with respect to such Asset Disposition; and (3) the percentage first set forth above in this Subsection 8.4(b) shall be reduced to (x) 50.0% if the Consolidated Secured Leverage Ratio at the time of such Asset Disposition (or, at the Borrower’s option, on the date a legally binding commitment for such Asset Disposition was entered into) or Recovery Event would be less than or equal to 4.23.25:1.00 and (y) 0.0% if the Consolidated Secured Leverage Ratio at the time of such Asset Disposition (or, at the Borrower’s option, on the date a legally binding commitment for such Asset Disposition was entered into) or Recovery Event would be less than or equal to 3.72.75:1.00, in each case after giving pro forma effect thereto and to any application of Net Available Cash as set forth herein (any Net Available Cash in respect of such Asset Dispositions not required to be applied in accordance with this Subsection 8.4(b) as a result of the application of this proviso shall collectively constitute “Leverage Excess Proceeds”).

(c) Notwithstanding the foregoing provisions of this Subsection 8.4, the Borrower and the Restricted Subsidiaries shall not be required to apply any Net Available Cash or equivalent amount in accordance with this Subsection 8.4 except to the extent that (x) the aggregate Net Available Cash from all Asset Dispositions and Recovery Events in respect of Collateral or equivalent amount that is not applied in accordance with this Subsection 8.4 (excluding all Leverage Excess Proceeds) exceeds $40,000,000the greater of $80,000,000 and 5.00% of Consolidated Tangible Assets, in which case the Borrower and the Restricted

 

186


Subsidiaries shall apply all of such Net Available Cash from such Asset Dispositions and Recovery Events or equivalent amount from such Asset Dispositions in excess of this $40,000,000such threshold in accordance with Subsection 8.4(b) or (y) the terms of any Pari Passu Indebtedness would require Net Available Cash or the equivalent amount from such Asset Dispositions and Recovery Events to be applied to purchase, redeem, repay or prepay such Indebtedness prior to reaching such $40,000,000greater of $80,000,000 and 5.00% of Consolidated Tangible Assets threshold.

(d) For the purposes of Subsection 8.4(a)(ii), the following are deemed to be cash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Restricted Subsidiary and the release of the Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4) securities received by the Borrower or any Restricted Subsidiary from the transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Borrower or any Restricted Subsidiary, (6) Additional Assets, and (7) any Designated Noncash Consideration received by the Borrower or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate fair market value (as determined by the Borrower in good faith, which determination shall be conclusive), taken together with all other Designated Noncash Consideration received pursuant to this clause (7), not to exceed an aggregate amount at any time outstanding equal to the greater of $87,500,000190,000,000 and 11.50% of Consolidated Tangible Assets (with the fair market value (as determined by the Borrower in good faith, which determination shall be conclusive) of each item of Designated Noncash Consideration being measured on the date a legally binding commitment for such Asset Disposition (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value).

8.5 Limitations on Transactions with Affiliate. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $25,000,000the greater of $50,000,000 and 3.50% of Consolidated Tangible Assets unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $50,000,000the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction.

 

187


(b) The provisions of Subsection 8.5(a) will not apply to:

(i) any Restricted Payment Transaction,

(ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary, or any Parent Entity or IPO Vehicle heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity or IPO Vehicle (as determined in good faith by the Borrower, such Subsidiary, or such Parent Entity or such IPO Vehicle, which determination shall be conclusive), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term),

(iii) any transaction between or among any of the Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities,

(iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any Transaction Agreements referred to in Subsection 8.5(b)(vii)), or any amendment, supplement, waiver or other modification thereto (so long as such amendment, supplement, waiver or other modification is not disadvantageous in any material respect in the good faith judgment of the Borrower, whose determination shall be conclusive, to the Lenders when taken as a whole as compared to the applicable agreement or instrument as in effect on the Closing Date), and any payments made pursuant thereto,

(v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Borrower,

(vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Borrower or any Restricted Subsidiary and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity,

 

188


(vii) (1) the execution, delivery and performance of any obligations under any Tax Sharing Agreement (excluding the payment of any accelerated lump sum amount payable upon an early termination of a tax receivables agreement entered into in connection with an initial public offering to the extent such amount exceeds the amount that would have been payable under such tax receivables agreement in the absence of such acceleration) and any Transaction Agreement, and (2) payments to CD&R or any of its Affiliates (x) for any management, consulting or advisory services pursuant to the CD&R Consulting Agreement or as may be approved by a majority of the Disinterested Directors, (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, which determination shall be conclusive, and (z) of all out-of-pocket expenses incurred in connection with such services or activities,

(viii) the Transactions and the Tranche B Effective Date Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions and the Tranche B Effective Date Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates,

(ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or Junior Capital or any capital contribution to the Borrower,

(x) (i) any investment by any CD&R Investor in securities or loans of the Borrower or any of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R Investor in connection therewith) so long as such investments are being offered by the Borrower or the applicable Restricted Subsidiary generally to investors (other than CD&R Investors) on the same or more favorable terms and (ii) payments to any CD&R Investor in respect of securities or loans of the Borrower or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Borrower and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans, and

(xi) the pledge of Capital Stock, Indebtedness or other securities of any Unrestricted Subsidiary or joint venture to lenders to support the Indebtedness or other obligations of such Unrestricted Subsidiary or joint venture, respectively, owed to such lenders.

8.6 Limitation on Liens. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”) unless, in the case of Initial Liens on any asset or property other than Collateral, the Term Loan Facility Obligations are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Junior Debt) the obligations secured by such Initial Lien for so long as such obligations are so secured. Any such Lien created in favor of the Term Loan Facility Obligations pursuant to the preceding sentence requiring an equal and ratable (or senior,

 

189


as applicable) Lien for the benefit of the Term Loan Facility Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any Subsidiary Guaranty, the termination and discharge of such Subsidiary Guaranty in accordance with the terms thereof, hereof and of the ABL/Term Loan Intercreditor Agreement, aany Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Borrower that is governed by the provisions of Subsection 8.7) to any Person not an Affiliate of the Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

8.7 Limitation on Fundamental Changes. (a) The Borrower will not consolidate with or merge with or into, or convey, lease or otherwise transfer all or substantially all its assets to, any Person (including pursuant to a Division), unless:

(i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any Statestate thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent;

(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Event of Default willshall have occurred and be continuing;

(iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction; or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction;

(iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction);

 

190


(v) each Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger) shall have by a supplement to the Guarantee and Collateral Agreement or another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (iv) above;

(vi) [reserved]; and

(vii) the Borrower will have delivered to the Administrative Agent a certificate signed by a Responsible Officer and a legal opinion, each to the effect that such consolidation, merger or transfer complies with the provisions described in this Subsection 8.7(a); provided that (x) in giving such opinion such counsel may rely on such certificate of a Responsible Officer as to compliance with the foregoing clauses (ii) and (iii) of this Subsection 8.7(a) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in Subsection 8.7(d)..

(b) Any Indebtedness that becomes an obligation of the Borrower (or, if applicable, any Successor Borrower with respect thereto) or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Subsection 8.7, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Subsection 8.1.

(c) Upon any transaction involving the Borrower in accordance with Subsection 8.7(a) in which the Borrower is not the Successor Borrower, the Successor Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Borrower under the Loan Documents, and shall become the “Borrower” for all purposes of Loan Documents, and thereafter the predecessor Borrower shall be relieved of all obligations and covenants under the Loan Documents, and shall cease to constitute the “Borrower” for all purposes of the Loan Documents, except that the predecessor Borrower in the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Term Loans.

(d) Clauses (ii) and (iii) of Subsection 8.7(a) will not apply to any transaction in which (I) the Borrower consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Borrower in another jurisdiction or changing its legal structure to a corporation, limited liability company or other entity or (y) a Restricted Subsidiary of the Borrower so long as all assets of the Borrower and the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof or (II) an Escrow Subsidiary merges with and into the Borrower. Subsection 8.7(a) will not apply to (i) any transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Borrower or (ii) the Transactions.

 

191


8.8 Change of Control; Limitation on Amendments. The Borrower shall not and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a) In the event of the occurrence of a Change of Control, repurchase or repay any Indebtedness then outstanding pursuant to any Junior Debt or any portion thereof, unless the Borrower shall have, at its option, (i) made payment in full of the Loans and any other amounts then due and owing to any Lender or the Administrative Agent hereunder and under any Note or (ii) made an offer (a “Change of Control Offer”) to pay the Term Loans and any amounts then due and owing to each Lender and the Administrative Agent hereunder and under any Note and shall have made payment in full thereof to each such Lender or the Administrative Agent which has accepted such offer. Upon the Borrower making payment in full of the Loans as provided in clause (i) of this Subsection 8.8(a), or making a Change of Control Offer in accordance with clause (ii) of this Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to Junior Debt), any Event of Default arising under Subsection 9.1(k) by reason of such Change of Control shall be deemed not to have occurred or be continuing.

(b) (1) Amend, supplement, waive or otherwise modify any of the provisions of any Senior Notes Documents in a manner that shortens the maturity date of the Senior Notes to a date prior to the Initial Term Loan Maturity Date or provides for a shorter weighted average life to maturity than the weighted average life to maturity of the Initial Term Loans at such time and (2) ifIf an Event of Default under Subsection 9.1(a) or (f) is continuing, amend, supplement, waive or otherwise modify any of the provisions of any indenture, instrument or agreement evidencing Subordinated Obligations or Guarantor Subordinated Obligations in a manner that (i) changes the subordination provisions of such Indebtedness in a manner that is materially adverse to the Lenders or (ii) shortens the maturity date of such Indebtedness to a date that is prior to the Initial Term Loan Maturity Date or provides for a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Initial Term Loans; provided that, notwithstanding the foregoing, the provisions of this Subsection 8.8(b) shall not restrict or prohibit any refinancing of Indebtedness (in whole or in part) permitted pursuant to Subsection 8.1.

(c) Amend, supplement, waive or otherwise modify the terms of any Permitted Debt Exchange Notes, any Additional Obligations incurred pursuant to Subsection 8.1(b)(i) or any Refinancing Indebtedness in respect of the foregoing or any indenture or agreement pursuant to which such Permitted Debt Exchange Notes, Additional Obligations or Refinancing Indebtedness have been issued or incurred in any manner inconsistent with the requirements of the definition of “Refinancing Indebtedness”, assuming for purposes of this Subsection 8.8(c) that such amendment, supplement, waiver or modification, mutatis mutandis, is a refinancing of such Additional Obligations, Permitted Debt Exchange Notes or Refinancing Indebtedness, as applicable.

8.9 Limitation on Lines of Business. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any business, either directly or through any Restricted Subsidiary, except for those businesses of the same general type as those in which the Borrower and its Restricted Subsidiaries are engaged in on the Closing Date or which are reasonably related thereto and any business related thereto.

 

192


SECTION 9

Events of Default

9.1 Events of Default. Any of the following from and after the Closing Date shall constitute an event of default:

(a) The Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof (whether at stated maturity, by mandatory prepayment or otherwise); or the Borrower shall fail to pay any interest on any Loan or any other amount payable hereunder, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof, provided that any non-payment of principal, interest or other amounts resulting from the Borrower’s good faith payment of an invoice received from the Administrative Agent shall not constitute an Event of Default; or

(b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made, and for the failure of any representation or warranty that is capable of being cured (as determined in good faith by the Borrower, which determination shall be conclusive), such default shall continue unremedied for a period of 30 days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders; provided that the failure of any representation or warranty (other than the representations and warranties referenced in Subsection 6.1(o)(ii) and the representation contained in the Officer’s Certificate delivered pursuant to Subsection 6.1(f) with respect to the satisfaction of the condition set forth in Subsection 6.1(o)(i)) to be true and correct on the Closing Date will not constitute an Event of Default hereunder or under any other Loan Document, including for the purposes of exercising any remedy under Subsection 9.2 of this Agreement or for the purpose of determining any right to exercise enforcement rights under any Loan Document; or

(c) Any Loan Party shall default in the payment, observance or performance of any term, covenant or agreement contained in Section 8; or

(d) Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in clauses (a) through (c) or clause (k) of this Subsection 9.1), and such default shall continue unremedied for a period of, in the case of a default with respect to failure to deliver financial statements under Subsection 7.1 or related certificates under

 

193


Subsection 7.2, 180 days, and in the case of any other default, 30 days, in each case after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders; or

(e) Any Loan Party or any of its Restricted Subsidiaries shall (i) default in (x) any payment of principal of or interest on any Indebtedness (excluding Indebtedness hereunder and Indebtedness owed to the Borrower or any other Loan Party) in excess of $50,000,000the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets or (y) in the payment of any Guarantee Obligation in respect of Indebtedness in excess of $50,000,000the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (excluding Indebtedness hereunder and any Indebtedness owed to the Borrower or any other Loan Party) or Guarantee Obligation referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto (other than a failure to provide notice of a default or an event of default under such instrument or agreement or default in the observance of or compliance with any financial maintenance covenant or any representation or warranty related to such financial maintenance covenant), or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse of time if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable (an “Acceleration”; and the term “Accelerated” shall have a correlative meaning), and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and (in the case of the preceding clause (i) or (ii)) such default, event or condition shall not have been remedied or waived by or on behalf of the holder or holders of such Indebtedness or Guarantee Obligation (provided that the preceding clause (ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder or (y) any termination event or similar event pursuant to the terms of any Hedge Agreement); or (iii) in the case of any Indebtedness or Guarantee Obligations referred to in clause (i) above containing or otherwise requiring observance or compliance with any financial maintenance covenant, default in the observance of or compliance with such financial maintenance covenant or any representation or warranty related to such financial maintenance covenant such that such Indebtedness or Guarantee Obligation shall have been Accelerated and such Acceleration shall not have been rescinded; or

(f) If (i) the Borrower or any Material Subsidiary of the Borrower shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or

 

194


seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts (excluding, in each case, the solvent liquidation or reorganization of any Foreign Subsidiary of the Borrower that is not a Loan Party), or (B) seeking appointment of a receiver, interim receiver, receivers, receiver and manager, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Material Subsidiary of the Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Material Subsidiary of the Borrower any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 6090 days; or (iii) there shall be commenced against the Borrower or any Material Subsidiary of the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 6090 days from the entry thereof; or (iv) the Borrower or any Material Subsidiary of the Borrower shall take any corporate or other similar organizational action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any Material Subsidiary of the Borrower shall be generally unable to, or shall admit in writing its general inability to, pay its debts as they become due; or

(g) (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of either of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is in the reasonable opinion of the Administrative Agent likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA other than a standard termination pursuant to Section 4041(b) of ERISA, (v) either of the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Administrative Agent is reasonably likely to, incur any liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan, or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, would be reasonably expected to result in a Material Adverse Effect; or

(h) One or more judgments or decrees shall be entered against the Borrower or any of its Restricted Subsidiaries involving in the aggregate at any time a liability (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event of

 

195


any appeal thereof shall be unsuccessful) of $50,000,000, or that the Borrower has determined there exists reasonable evidence that such amount will be reimbursed by the insurer or indemnifying party and such amount is not denied by the applicable insurer or indemnifying party in writing within 180 days and is reimbursed within 365 days of the date of such evidence) of the greater of $100,000,000 and 6.50% of Consolidated Tangible Assets or more, and all such judgments or decrees shall not have been vacated, discharged, satisfied, stayed or bonded pending appeal within 90 days from the entry thereof); or

(i) (i) The Guarantee and Collateral Agreement shall, or any other Security Document covering a significant portion of the Collateral shall (at any time after its execution, delivery and effectiveness) cease for any reason to be in full force and effect (other than pursuant to the terms hereof or thereof), or any Loan Party which is a party to any such Security Document shall so assert in writing or (ii) the Lien created by any of the Security Documents shall cease to be perfected and enforceable in accordance with its terms or of the same effect as to perfection and priority purported to be created thereby with respect to any significant portion of the Term Loan Priority Collateral (or, after the Discharge of ABL Collateral Obligations, the Collateral) (other than in connection with any termination of such Lien in respect of any Collateral as permitted hereby or by any Security Document) and such failure of such Lien to be perfected and enforceable with such priority shall have continued unremedied for a period of 20 days; or (provided that if the failure of such Lien to be perfected and enforceable results from the failure of the Administrative Agent or Collateral Agent, as applicable, to maintain possession of any certificates or documents actually delivered to them representing securities or negotiable instruments pledged under the Collateral Documents, such 20 day grace period shall not commence until the Borrower becomes aware of the failure of such Lien to be perfected and enforceable); or

(j) Any Loan Party shall assert in writing that the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement (after execution and delivery thereof) or any Other Intercreditor Agreement (after execution and delivery thereof) shall have ceased for any reason to be in full force and effect (other than pursuant to the terms hereof or thereof) or shall knowingly contest, or knowingly support any other Person in any action that seeks to contest, the validity or effectiveness of any such intercreditor agreement (other than pursuant to the terms hereof or thereof); or

(k) Subject to the Borrower’s option to make a payment in full of all of the Loans, or to make a Change of Control Offer, each in accordance with Subsection 8.8(a) (whether or not in connection with any repayment or repurchase of Indebtedness outstanding pursuant to any Junior Debt), a Change of Control shall have occurred.

9.2 Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to the Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the

 

196


Required Lenders the Administrative Agent shall, by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable.

(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

(c) Notwithstanding anything to the contrary, neither the Administrative Agent nor any Lender may deliver notice of, or otherwise consent, take action or direct or require the Administrative Agent or any Lender to undertake any action in respect of, any Default or Event of Default with respect to any action taken, and reported publicly pursuant to a press release, a filing with the SEC or a posting to the Platform or otherwise reported to Lenders, more than two years prior to such notice of, consent, action or direction or requirement to undertake action in respect of, Default or Event of Default, and such notice, consent, action or direction or requirement to undertake action shall be invalid and have no effect.

SECTION 10

The Agents and the Other Representatives

10.1 Appointment. (a) Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agents and the Other Representatives shall not have any duties or responsibilities, except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent or the Other Representatives.

(b) Each of the Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The

 

197


exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

(c) Except for Subsections 10.5, 10.8(a), (b), (c) and, (e) and (g), (to the extent of the Borrower’s rights thereunder and the conditions included therein) 10.9 and 10.15, the provisions of this Section 10 are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

10.2 The Administrative Agent and Affiliates. Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity. Such person and its affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Holding Company, the Borrower or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any duty to account therefor to the Lenders.

10.3 Action by an Agent. In performing its functions and duties under this Agreement, (a) each Agent shall act solely as an agent for the Lenders and, as applicable, the other Secured Parties, and (b) no Agent assumes any (and shall not be deemed to have assumed any) relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact (including the Collateral Agent in the case of the Administrative Agent), and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact or counsel selected by it with reasonable care.

10.4 Exculpatory Provisions. (a) No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

(i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirement of Law; and

 

198


(iii) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its affiliates in any capacity.

(b) No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Subsection 9.2 or Subsection 11.1, as applicable) or (y) in the absence of its own bad faith, gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice describing such Default is given to such Agent by the Borrower or a Lender.

(c) No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report, statement, agreement or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents or (v) the satisfaction of any condition set forth in Section 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term as used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

(d) Each party to this Agreement acknowledges and agrees that the Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Loan Documents and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of the Borrower and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

10.5 Acknowledgement and Representations by Lenders. (a) Each Lender expressly acknowledges that none of the Agents or the Other Representatives nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any Agent or any Other Representative hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by such Agent or such Other Representative to any Lender. Each Lender further represents and warrants to the Agents, the Other Representatives and each of the Loan Parties that it has had the opportunity to review the Confidential Information Memorandum and each other document made available to it on the Platform in

 

199


connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each Lender represents to the Agents, the Other Representatives and each of the Loan Parties that, independently and without reliance upon any Agent, the Other Representatives or any other Lender, and based on such documents and information as it has deemed appropriate, it has made and will make, its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of any Holding Company and the Borrower and the other Loan Parties, it has made its own decision to make its Loans hereunder and enter into this Agreement and it will make its own decisions in taking or not taking any action under this Agreement and the other Loan Documents and, except as expressly provided in this Agreement, neither the Agents nor any Other Representative shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. Each Lender (other than, in the case of clause (i), an Affiliated Lender, any Parent Entity (other than any Holding Company) or any Unrestricted Subsidiary) represents to each other party hereto that (i) it is a bank, savings and loan association or other similar savings institution, insurance company, investment fund or company or other financial institution which makes or acquires commercial loans in the ordinary course of its business and that it is participating hereunder as a Lender for such commercial purposes and (ii) it has the knowledge and experience to be and is capable of evaluating the merits and risks of being a Lender hereunder. Each Lender acknowledges and agrees to comply with the provisions of Subsection 11.6 applicable to the Lenders hereunder.

(b)

(i) Each Lender hereby agrees that (x) if the Administrative Agent promptly notifies in writing (which may be by e-mail) such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day after receipt of such notice, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Subsection 10.5(b) shall be conclusive, absent manifest error.

 

200


(ii) Each Lender hereby further agree that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error may have been made with respect to such Payment. Each Lender agrees that, in each such case, if it otherwise becomes actually aware a Payment (or portion thereof) has been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon prompt written demand from the Administrative Agent (which may be by e-mail), such Lender shall promptly, but in no event later than one Business Day after receipt of such demand from Administrative Agent, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(iii) The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party except, in each case, to the extent such erroneous Payment is, and solely with respect to the amount of such erroneous Payment that is, comprised of funds of the Borrower or any other Loan Party.

(iv) Each party’s obligations under this Subsection 10.5(b) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

10.6 Indemnity; Reimbursement by Lenders. (a) To the extent that the Borrower or any other Loan Party for any reason fails to indefeasibly pay any amount required under Subsection 11.5 to be paid by it to the Administrative Agent (or any sub-agent thereof), or the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay ratably according to their respective Term Credit Percentages on the date on which the applicable unreimbursed expense or indemnity payment is sought under this Subsection 10.6 such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof). The obligations of the Lenders under this Subsection 10.6 are subject to the provisions of Subsection 4.8.

 

201


(b) Any Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document (except actions expressly required to be taken by it hereunder or under the Loan Documents) unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

(c) All amounts due under this Subsection 10.6 shall be payable not later than three Business Days after demand therefor. The agreements in this Subsection 10.6 shall survive the payment of the Loans and all other amounts payable hereunder.

10.7 Right to Request and Act on Instructions. (a) Each Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents an Agent is permitted or desires to take or to grant, and if such instructions are promptly requested, the requesting Agent shall be absolutely entitled as between itself and the Lenders to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Lender for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of an Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of the Required Lenders (or such other applicable portion of the Lenders), an Agent shall have no obligation to any Lender to take any action if it believes, in good faith, that such action would violate applicable law or exposes an Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Subsection 10.6.

(b) Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or experts and shall not be liable for any action taken or not taken by it in accordance with such advice.

 

202


10.8 Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the Security Documents, the ABL/Term Loan Intercreditor Agreement, aany Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, aany Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Subsection 2.8 together with any escrow agreementsagreement entered into in connection therewith, any Increase Supplement as provided in Subsection 2.8, any Lender Joinder Agreement as provided in Subsection 2.8, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Subsection 2.9, any Extension Amendment as provided in Subsection 2.10 and, any Specified Refinancing Amendment as provided in Subsection 2.11, any agreement required in connection with a loan modification offer pursuant to Subsection 11.1(h) and any agreement required in connection with a Repricing Transaction pursuant to Subsection 11.1(i). Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment and any escrow agreementsagreement entered into in connection therewith, any Increase Supplement, any Lender Joinder Agreement or any agreement required in connection with a Permitted Debt Exchange Offer or, loan modification offer pursuant to Subsection 11.1(h) or Repricing Transaction pursuant to Subsection 11.1(i) or any Extension Amendment or any Specified Refinancing Amendment and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender appoints and authorizes the Collateral Agent to act as the agent of such Lender under this Agreement and the other Loan Documents (and, in its capacity as Collateral Agent, to hold the benefit of any security interest created by the Security Documents and/or any asset and proceeds of any asset paid to, held by or received or recovered by it under or in connection with the Loan Documents on trust for itself and the other Lenders according to its and their respective interests and upon the terms and conditions set out in the relevant Loan Documents). The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any applicable Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. Notwithstanding the foregoing, each Lender expressly and irrevocably waives

 

203


any right to take or institute any actions or proceedings, judicial or otherwise, for any right or remedy or assert any other cause of action against any Loan Party (including the exercise of any right of set-off, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings or any other cause of action, or otherwise commence any remedial procedures, in each case in its capacity as a Lender, against any Holding Company, the Borrower and/or any of their respective Subsidiaries or any Parent Entity or IPO Vehicle with respect to any Collateral or any other property of any such Person, without the prior written consent of the Administrative Agent and the Required Lenders (which shall not be withheld in contravention of this Section 10); provided, that, for the avoidance of doubt, this provision may be enforced against any Lender by the Required Lenders, the Agents or the Borrower (or any of its Affiliates) and each Lender and the Agents expressly acknowledge that this provision shall be available as a defense of the Borrower (or any of its Affiliates) in any action, proceeding, cause of action or remedial procedure. The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.

(b) The Lenders hereby authorize each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Term Loan Facility Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Partythe Borrower or a Subsidiary Guarantor) upon the sale or other disposition thereof, (iii) owned by any Subsidiary Guarantor whichthat is or becomes an Excluded Subsidiary, is released from its Term Loan Facility Obligations pursuant to Subsection 7.9(b) or ceases to be a Restricted Subsidiary of the Borrower, or constituting Capital Stock or other equity interests of an Excluded Subsidiary (other than Capital Stock of a Foreign Subsidiary or a Subsidiary described in clause (d) of the definition of “Excluded Subsidiary” if and to the extent it is required to be pledged as Collateral pursuant to any applicable Security Document), (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by Subsection 11.1) or (v) as otherwise may be expressly provided in the relevant Security Documents, (B) to enter into any intercreditor agreement (including the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement) on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets, (C) at the written request of the Borrower to subordinate any Lien (or to confirm the absence of any Lien) on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien (other than Permitted Liens securing the Obligations under the Loan Documents or that are required by the express terms of this Agreement to be pari passu with or junior to the Liens on the Collateral securing the Term Loan Facility Obligations pursuant to the ABL/Term Loan Intercreditor Agreement, a Junior Lien

 

204


Intercreditor Agreement or an Other Intercreditor Agreement), (D) to release any Subsidiary Guarantor from its Term Loan Facility Obligations under any Loan Documents to which it is a party if such Person ceases to be a Restricted Subsidiary of the Borrower, is released from its Term Loan Facility Obligations pursuant to Subsection 7.9(b) or is or becomes an Excluded Subsidiary and (E) to release any Lien granted to or held by such Agent upon any ABL Priority Collateral to the extent required pursuant to the terms of the ABL/Term Loan Intercreditor Agreement or any Other Intercreditor Agreement. Upon request by any Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement will confirm in writing any Agent’s authority to release particular types or items of Collateral pursuant to this Subsection 10.8.

(c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Subsection 11.17. Upon request by any Agent, at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this Subsection 10.8(c).

(d) No Agent shall have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by any Holding Company, the Borrower or any of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agents in this Subsection 10.8 or in any of the Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, each Agent may act in any manner it may deem appropriate, in its sole discretion, given such Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct.

(e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as contemplated by and in accordance with either Subsection 11.1 or 11.17, as applicable, with the written consent of the Agent party thereto and the Loan Party party thereto.

(f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

(g) Notwithstanding the foregoing, each Lender expressly and irrevocably agrees that it will not hinder, or direct the Agents to take any action that will hinder, the automatic release of any security interest, Lien or Guarantee provided for by this Subsection 10.8 to the extent the Borrower determines in good faith that the applicable transaction is permitted under this Agreement (including, without limitation, in connection with any disposition to

 

205


Persons other than a Borrower or a Subsidiary Guarantor permitted under this Agreement), including, without limitation, any refusal to release security interests, Liens or Guarantees, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to document or effectuate the release of such security interests, Liens or Guarantees, in each case, at the Borrower’s sole cost and expense, and each Lender expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Subsection 10.8 without any obligation or requirement to notify or obtain consent from any Lender unless required by Subsection 11.1(a)(iii) (and the Agents shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders unless required by Subsection 11.1(a)(iii)).

10.9 Successor Agent. Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent or the Collateral Agent may be removed by the Borrower or the Required Lenders if the Administrative Agent, the Collateral Agent, or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon ten days’ notice to the Administrative Agent, the Lenders and the Borrower, as applicable. If the Administrative Agent or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which such successor agent shall be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing; provided further, that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000an Approved Commercial Bank. Upon the successful appointment of a successor agent, such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 10 (including this Subsection 10.9) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

10.10 [Reserved].

 

206


10.11 Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such issuing lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Subsection 10.11. The agreements in this Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

10.12 Other Representatives. None of the entities identified as joint bookrunners and joint lead arrangers pursuant to the definition of Other Representative contained herein, shall have any duties or responsibilities hereunder or under any other Loan Document in its capacity as such. Without limiting the foregoing, no Other Representative shall have nor be deemed to have a fiduciary relationship with any Lender. At any time that any Lender serving as an Other Representative shall have transferred to any other Person (other than any of its affiliates) all of its interests in the Loans and in the Commitments, such Lender shall be deemed to have concurrently resigned as such Other Representative.

10.13 Administrative Agent May File Proofs of Claim. In case of the pendency of any Bankruptcy Proceeding or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) is hereby authorized by the Lenders, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Subsections 4.5 and 11.5) allowed in such judicial proceeding;

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

 

207


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Subsections 4.5 and 11.5.

10.14 Application of Proceeds. The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Management Guarantees permitted hereunder and secured by the Guarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.8, 2.10 and 2.11, as applicable.

Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

10.15 Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

 

208


(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement;

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement;

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement; or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

 

209


SECTION 11

Miscellaneous

11.1 Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, supplemented, modified or waived except in accordance with the provisions of this Subsection 11.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (x) enter into with the respective Loan Parties hereto or thereto, as the case may be, written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or to the other Loan Documents or changing, in any manner the rights or obligations of the Lenders or the Loan Parties hereunder or thereunder or (y) waive at any Loan Party’s request, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that amendments, supplements, modifications or waivers pursuant to Subsections 11.1(d) and, (f), (h) and (i) may be effected without the consent of the Required Lenders to the extent provided therein; provided, further, that no such waiver and no such amendment, supplement or modification shall:

(i) (A) reduce or forgive the amount or extend the scheduled date of maturity of any Loan or of any scheduled installment thereof (including extending any Maturity Date), (B) reduce the stated rate of any interest, commission or fee payable hereunder (other than as a result of any waiver of the applicability of any post-default increase in interest rates), (C) extend the scheduled date of any payment of any Lenders’ Loans hereunder[reserved], (D) increase the Commitment of such Lender (other than with respect to any Commitment increase pursuant to Subsection 2.8 in respect of which such Lender has agreed to be an Incremental Lender that such Lender has agreed to provide as a Specified Refinancing Lender pursuant to a Specified Refinancing Amendment entered into pursuant to Subsection 2.11); it being understood that no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall constitute an increase of any Commitment of such Lender or (E) change the currency in which any Loan is payable, in each case without the consent of each Lender directly and adversely affected thereby (it being understood that amendments or supplements to, or waivers or modifications of any conditions precedent, representations, warranties, covenants, Defaults or Events of Default or of a mandatory repayment of the Loans of all Lenders shall not constitute an extension of the scheduled date of maturity, any scheduled installment, or the scheduled date of payment of the Loans of any Lender);

(ii) amend, modify or waive any provision of this Subsection 11.1(a) or reduce the percentage specified in the definition of “Required Lenders”, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents (other than pursuant to Subsection 8.7 or 11.6(a)), in each case without the written consent of all the Lenders;

 

210


(iii) release Guarantors accounting for all or substantially all of the value of the Guarantee of the Term Loan Facility Obligations pursuant to the Guarantee and Collateral Agreement, or, in the aggregate (in a single transaction or a series of related transactions), all or substantially all of the Collateral without the consent of all of the Lenders, except as expressly permitted hereby or by any Security Document (as such documents are in effect on the date hereofClosing Date or, if later, the date of execution and delivery thereof in accordance with the terms hereof);

(iv) require any Lender to make Loans having an Interest Period of longer than six (6) months or shorter than one month without the consent of such Lender;

(v) amend, modify or waive any provision of Section 10 without the written consent of the then Agents; or

(vi) amend, modify or waive any provision of Subsection 10.1(a), 10.4 or 10.12 without the written consent of any Other Representative directly and adversely affected thereby;

provided further that, notwithstanding and in addition to the foregoing, and in addition to Liens on the Collateral that the Collateral Agent is authorized to release pursuant to Subsection 10.8(b), the Collateral Agent may, in its discretion, release the Lien on Collateral valued in the aggregate not in excess of $20,000,000the greater of $40,000,000 and 2.50% of Consolidated Tangible Assets in any fiscal year without the consent of any Lender.

(b) Any waiver and any amendment, supplement or modification pursuant to this Subsection 11.1 shall apply to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver, each of the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

(c) Notwithstanding any provision herein to the contrary, (x) no Defaulting Lender shall have any right to approve or disapprove any amendment, supplement, modification, waiver or consent hereunder or under any of the Loan Documents, except to the extent the consent of such Lender would be required under clause (i) in the further proviso to the second sentence of Subsection 11.1(a) and, (y) no Disqualified Party shall have any right to approve or disapprove any amendment, supplement, modification, waiver or consent hereunder or under any of the Loan Documents. and (z) no Net Short Lender shall have any right to approve or disapprove any amendment, supplement, modification, waiver or consent hereunder or under any of the Loan Documents and instead shall be deemed to have voted its interest as a Lender as provided in Subsection 11.1(k) below (for the avoidance of doubt, other than a Net Short Lender that is also a Disqualified Party, which shall be subject to the preceding clause (y)).

 

211


(d) Notwithstanding any provision herein to the contrary, this Agreement and the other Loan Documents may be amended, supplemented, waived or otherwise modified (i) to cure any ambiguity, mistake, omission, defect, or inconsistency with the consent of the Borrower and the Administrative Agent, (ii) in accordance with Subsection 2.8 to incorporate the terms of any Incremental Commitments (including to add a new revolving facility or letter of credit facility under this Agreement with respect to any Incremental Revolving Commitment or Incremental Letter of Credit Commitment or to add an escrow arrangement) with the written consent of the Borrower and the Lenders providing such Incremental Commitments, (iii) in accordance with Subsection 2.10 to effectuate an Extension with the written consent of the Borrower and the Extending Lenders, (iv) in accordance with Subsection 2.11 to incorporate the terms of any Specified Refinancing Facilities with the consent of the Borrower and the applicable Specified Refinancing Lenders, (v) in accordance with Subsection 7.12, to change the financial reporting convention, (vi) with the consent of the Borrower and the Administrative Agent (in each case such consent not to be unreasonably withheld, conditioned or delayed), in the event any mandatory prepayment or redemption provision in respect of the Net Cash Proceeds of Asset Dispositions or Recovery Events or from Excess Cash Flow included or to be included in any Incremental Commitment Amendment or any Indebtedness constituting Additional Obligations or that would constitute Additional Obligations would result in Incremental Term Loans or Additional Obligations, as applicable, being prepaid or redeemed on a more than ratable basis with the Term Loans in respect of the Net Cash Proceeds from any such Asset Disposition or Recovery Event or Excess Cash Flow prepayment to the extent such Net Cash Proceeds or Excess Cash Flow are required to be applied to repay Term Loans hereunder pursuant to Subsection 4.4(e), to provide for mandatory prepayments of the Initial Term Loans such that, after giving effect thereto, the prepayments made in respect of such Incremental Term Loans or Additional Obligations, as applicable, are not on more than a ratable basis and, (vii) to waive, amend or modify this Agreement or any other Loan Document in a manner that by its terms affects the rights or duties under this Agreement or any other Loan Document of Lenders holding Loans or Commitments of a particular Tranche (but not the Lenders holding Loans or Commitments of any other Tranche), by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the Lenders with respect to such Tranche that would be required to consent thereto under this Subsection 11.1 if such Lenders were the only Lenders hereunder at the time, (viii) to implement any changes contemplated by the definition of “LIBOR Rate” in Subsection 1.1 hereof with the consent of the Borrower and the Administrative Agent and (ix) to waive, amend or modify any Increase Supplement, Lender Joinder Agreement or Incremental Commitment Amendment with the written consent of the Borrower and the Lenders party thereto, unless as so amended or modified such Increase Supplement, Lender Joinder Agreement or Incremental Commitment Amendment, as applicable, would not be permitted under this Agreement. Without limiting the generality of the foregoing, any provision of this Agreement and the other Loan Documents, including Subsection 4.4, 4.8 or 10.14 hereof, may be amended, supplemented, modified or waived as set forth in the immediately preceding sentence pursuant to any Incremental Commitment Amendment, any Extension Amendment or any Specified Refinancing Amendment, as the case may be, to provide for non-pro rata borrowings and payments of any amounts hereunder as between any Tranches, including the Term Loans, any Incremental Commitments or Incremental Loans, any Extended Tranche and any Specified Refinancing Tranche, or to provide for the inclusion, as appropriate, of the Lenders of any Extended Tranche, Specified Refinancing Tranche, Incremental Commitments or Incremental Loans in any required vote or action of the Required Lenders, the Required Majority in Interest Lenders, or of the Lenders of each Tranche hereunder. The Administrative Agent hereby agrees (if requested by the Borrower) to execute any amendment, supplement, modification or waiver referred to in this clause (d) or an acknowledgement thereof.

 

212


(e) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or deemed amended) or amended and restated with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the existing Facilities and the accrued interest and fees in respect thereof, (y) to include, as appropriate, the Lenders holding such credit facilities in any required vote or action of the Required Lenders, or of the Lenders of each Facility hereunder and (z) to provide class protection for any additional credit facilities.

(f) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as contemplated by Subsection 11.17 with the written consent of the Agent party thereto and the Loan Party party thereto.

(g) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement and/or any other Loan Document as contemplated by Subsection 11.1(a), the consent of each Lender, or each affected Lender, as applicable, is required and either (x) the consent of the Required Lenders or the Required Majority in Interest Lenders, as applicable, at such time is obtained or (y) the consent of the Required Lenders or the Required Majority in Interest Lenders, as applicable, at such time is not obtained, but, in each case under clause (x) or (y), the consent of one or more of such other Lenders whose consent is required is not obtained (each such Lender, a “Non-Consenting Lender”) then the Borrower may, on notice to, in the case of clause (x), the Administrative Agent and any relevant Non-Consenting Lender, or, in the case of clause (y), the Administrative Agent and every Non-Consenting Lender, (A) replace such Non-Consenting Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Subsection 11.6 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this Agreement and/or the other Loan Documents; and provided, further, that all obligations of the Borrower owing to such Non-Consenting Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender (or, at its/their option, by the Borrower) to such Non-Consenting Lender concurrently with such Assignment and Acceptance, in each case, for the avoidance of doubt, in an amount not in excess of the amount of such obligations, as applicable, or (B) so long as no Event of Default under Subsection 9.1(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment, prepay the Loans, in whole or in part, subject to Subsection 4.12, without premium or penalty. In connection with any such replacement under this Subsection 11.1(g), if a Non-Consenting Lender that was provided notice as set forth in the previous sentence does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and

 

213


delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to such Non-Consenting Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting Lender, and the Administrative Agent shall record such assignment in the Register.

(h) Notwithstanding anything to the contrary herein, at any time and from time to time, upon notice to the Administrative Agent (who shall promptly notify the applicable Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may make one or more loan modification offers to all the Lenders of any Facility that would, if and to the extent accepted by any such Lender, (a) change the Applicable Margin and/or fees payable with respect to the Loans and/or Commitments under such Facility (in each case solely with respect to the Loans and Commitments of accepting Lenders in respect of which an acceptance is delivered) and (b) treat the Loans and/or Commitments so modified as a new “Facility” and a new “Tranche” for all purposes under this Agreement; provided that (i) such loan modification offer is made to each Lender under the applicable Facility on the same terms and subject to the same procedures as are applicable to all other Lenders under such Facility (which procedures in any case shall be reasonably satisfactory to the Administrative Agent) and (ii) no loan modification shall affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent, without its prior written consent.

(i) In connection with any amendment to this Agreement that addresses (a) a Repricing Transaction of the Initial Term Loans or (b) a “repricing transaction” of any other Tranche of Term Loans (as if the definition “Repricing Transaction” applied to such Tranche of Term Loans) (each such amendment, a “Permitted Repricing Amendment”), so long as such amendment by its terms only affects the rights or duties under this Agreement or any other Loan Document of Lenders holding such Loans or Commitments of such Tranche of Term Loans (but not the Lenders holding Loans or Commitments of any other Tranche), only the consent of the requisite percentage in interest (assuming for such determination, such Tranche is the only outstanding Tranche hereunder) of (x) the Lenders holding such Tranche of Term Loans that will continue as a Lender in respect of such Tranche following such Permitted Repricing Amendment and (y) any increasing Lender or Additional Incremental Lender that provides Supplemental Term Loan Commitments to such Tranche of Term Loans substantially concurrently with such Permitted Repricing Amendment, shall be required.

(j) [Reserved].

(k) Notwithstanding anything to the contrary herein, in connection with any determination as to whether the requisite Lenders have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, (I) any Lender (alone or together with its Affiliates (but subject to clause (vi) below)) (other than (x) any

 

214


Lender that is a Regulated Bank and (y) any Committed Lender) that, as a result of its (or its Affiliates’ (but subject to clause (vi) below)) interest, whether held directly or through any intermediary, in any total return swap, total rate of return swap, credit default swap or other derivative contract (other than any such total return swap, total rate of return swap, credit default swap or other derivative contract entered into pursuant to bona fide market making activities), has a net short position with respect to either (1) the Loans and/or Commitments or (2) any other Indebtedness and/or commitments in respect thereof of the Borrower or the other Loan Parties and/or any equity interests of the Borrower or the other Loan Parties or any Parent Entity or IPO Vehicle (any such Indebtedness and/or commitments and/or equity interests under this clause (2), the “Covered Instrument”) (each, a “Net Short Lender”) shall have no right to vote any of its Loans and Commitments and shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Net Short Lenders (in each case unless otherwise agreed to by the Borrower) and (II) each Lender shall covenant to provide the Borrower with such other information as the Borrower may reasonably request from time to time in order to verify the accuracy of such Lender’s representation or warranty or deemed representation or warranty with respect to not being a Net Short Lender, within five Business Days of request thereof (the “Net Short Lender Verification Covenant”). For purposes of determining whether a Lender (alone or together with its Affiliates (but subject to clause (vi) below)) has a “net short position” on any date of determination: (i) derivative contracts with respect to the Loans and/or Commitments and/or any Covered Instrument and such contracts that are the functional equivalent thereof shall be counted at the notional amount thereof in Dollars, (ii) notional amounts in other currencies shall be converted to the dollar equivalent thereof by such Lender in a commercially reasonable manner consistent with generally accepted financial practices and based on the prevailing conversion rate (determined on a mid-market basis) on the date of determination, (iii) derivative contracts in respect of an index that includes any of the Borrower or other Loan Parties or any Parent Entity or IPO Vehicle or any instrument issued or guaranteed by any of the Borrower or other Loan Parties or any Parent Entity or IPO Vehicle shall not be deemed to create a short position with respect to either (1) the Loans and/or Commitments and/or (2) the Covered Instrument, so long as (x) such index is not created, designed, administered or requested by such Lender or its Affiliates (other than its Excluded Affiliates) and (y) the Borrower and other Loan Parties and any Parent Entity or IPO Vehicle and any instrument issued or guaranteed by any of the Borrower or other Loan Parties or any Parent Entity or IPO Vehicle, collectively, shall represent less than 5% of the components of such index, (iv) derivative transactions that are documented using either the 2014 ISDA Credit Derivatives Definitions or the 2003 ISDA Credit Derivatives Definitions (collectively, the “ISDA CDS Definitions”) shall be deemed to create a short position with respect to either (1) the Loans and/or Commitments and/or (2) the Covered Instrument if such Lender (or its Affiliates (other than its Excluded Affiliates) is a protection buyer or the equivalent thereof for such derivative transaction and (x) the Loans and/or the Commitments and/or any Covered Instrument are a “Reference Obligation” under the terms of such derivative transaction (whether specified by name in the related documentation, included as a “Standard Reference Obligation” on the most recent list published by Markit, if “Standard Reference Obligation” is specified as applicable in the relevant documentation or in any other manner), (y) the Loans and/or the Commitments and/or any Covered Instrument would be a “Deliverable Obligation” under the terms of such derivative transaction or (z) any of the Borrower or other Loan Parties or any Parent Entity or IPO Vehicle (or any of their successors)

 

215


is designated as a “Reference Entity” under the terms of such derivative transactions, (v) credit derivative transactions or other derivatives transactions not documented using the ISDA CDS Definitions shall be deemed to create a short position with respect to either (1) the Loans and/or Commitments and/or (2) the Covered Instrument if such transactions are functionally equivalent to a transaction that offers such Lender or its Affiliates (other than its Excluded Affiliates) protection in respect of the Loans and/or the Commitments and/or any Covered Instrument, or as to the credit quality of any of the Borrower or other Loan Parties or any Parent Entity or IPO Vehicle (or any of their successors) other than, in each case, as part of an index so long as (x) such index is not created, designed, administered or requested by such Lender or its Affiliates (other than its Excluded Affiliates) and (y) the Borrower and other Loan Parties and any Parent Entity or IPO Vehicle and any instrument issued or guaranteed by any of the Borrower or other Loan Parties or any Parent Entity or IPO Vehicle, collectively, shall represent less than 5% of the components of such index and (vi) in connection with any such determination, each Lender shall either (A) reasonably inquire as to whether its Ethically Screened Affiliates have any interest in the Loans and/or Commitments, any such Covered Instrument and/or any applicable total return swap, total rate of return swap, credit default swap or other derivative contract, and such Ethically Screened Affiliates’ interests therein shall only be included in determining whether such Lender (alone or together with its Affiliates) is a Net Short Lender to the extent determined from such reasonable inquiry or (B) provide a certification or deemed certification to the Administrative Agent and the Borrower that such Lender is not coordinating or acting in concert with any of its Affiliates (other than any Affiliates designated in writing by such Lender whose interests in the Loans and/or Commitments, any such Covered Instrument and/or any applicable total return swap, total rate of return swap, credit default swap or other derivative contract shall be included in determining whether such Lender is a Net Short Lender (each, a “Designated Affiliate”)) with respect to its interest in the Loans and/or Commitments, any such Covered Instrument and/or any applicable total return swap, total rate of return swap, credit default swap or other derivative contract, in which case the interests of the Affiliates (other than any Designated Affiliates) of such Lender in any Loans and/or Commitments, any such Covered Instrument and/or any applicable total return swap, total rate of return swap, credit default swap or other derivative contract shall not be included in determining whether such Lender is a Net Short Lender (any such Affiliate in clause (A) or (B) above (other than any Designated Affiliates) whose Loans and/or Commitments, any Covered Instrument and/or any applicable total return swap, total rate of return swap, credit default swap or other derivative contract are not included in determining whether such Lender is a Net Short Lender, an “Excluded Affiliate”). In connection with any such determination, each Lender shall promptly notify the Borrower and the Administrative Agent in writing that it is a Net Short Lender, or shall otherwise be deemed to have represented and warranted to the Borrower and the Administrative Agent that it is not a Net Short Lender (it being understood and agreed that the Borrower and the Administrative Agent shall be entitled to rely on each such representation and deemed representation; provided that if such determination relates to a notice, consent, action or direction or requirement to undertake action relating to a Default or Event of Default, such representation or deemed representation shall be deemed repeated at all times until the resulting Default or Event of Default is cured or ceases to exist or the Loans hereunder are accelerated. If, in connection with any determination as to whether the requisite Lenders have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C)

 

216


directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, in each case relating to a Default or Event of Default (each, a “Default Direction”), but prior to the acceleration of the Loans, the Borrower determines in good faith that there is a reasonable basis to believe a Lender that took such action made an incorrect representation or warranty or deemed representation or warranty with respect to not being a Net Short Lender, or otherwise at any relevant time on or following such action was a Net Short Lender (a “Net Short Lender Default Breach”), the Borrower delivers a certificate of a Responsible Officer to the Administrative Agent certifying that (i) the Borrower believes in good faith that there is a reasonable basis to believe a Lender that gave a Default Direction (x) made an incorrect representation or warranty or deemed representation or warranty with respect to not being a Net Short Lender, or otherwise at any relevant time on or following such action was a Net Short Lender or (y) breached the Net Short Lender Verification Covenant and (ii) the Borrower and/or one of its Affiliates has filed papers with a court of competent jurisdiction seeking a determination that such Lender made an incorrect representation or warranty or deemed representation or warranty with respect to not being a Net Short Lender, or otherwise at any relevant time on or following such action was a Net Short Lender, and seeking to invalidate any Default or Event of Default that resulted from such action, the cure period with respect to such Default or Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If such certificate of a Responsible Officer has been delivered to the Administrative Agent, the Administrative Agent shall refrain from acting in accordance with such any such request, demand, authorization, notice, consent or waiver relating to such Default or Event of Default until such time as the Borrower provides to the Administrative Agent a certificate of a Responsible Officer stating that such Lender has satisfied its Net Short Lender Verification Covenant. If such Lender has satisfied its Net Short Lender Verification Covenant, then the Administrative Agent shall be permitted to act in accordance with such Default Direction.

11.2 Notices. (a) All notices, requests, and demands to or upon the respective parties hereto to be effective shall be in writing (including facsimile or electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three days after being deposited in the mail, postage prepaid, or, in the case of facsimile notice or electronic mail, when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day), or, in the case of delivery by a nationally recognized overnight courier, when received, addressed as follows in the case of the Borrower, the Administrative Agent and the Collateral Agent, and as set forth in ScheduleSchedules A and A-1 in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Loans:

 

217


The Borrower:

  

HD Supply Waterworks, Ltd.

Core & Main LP

1830 Craig Park Court

St. Louis, MO 63146

Attention: Mark R. Witkowski and Jessica L. Killion

Facsimile: (XXX) XXX-XXXX

Telephone: (XXX) XXX-XXXX

Email: X
            X

With copies (which shall not constitute notice) to:

  

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention: Scott B. Selinger
Facsimile: (212) 909-68367465
Telephone: (212) 909-6000
Email: sbselinger@debevoise.com

The Administrative Agent/the Collateral Agent:

  

JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road
Newark, DE 19713
Attention: Robert Nichols
Facsimile: (XXX) XXX-XXXX
Telephone: (XXX) XXX-XXXX
Email: X

With copies (which shall not constitute notice) to:

  

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: William SheehanDaniel R. Kay
Facsimile: (212) 455-2502
Telephone: (212) 455-33553286
Email: wsheehandkay@stblaw.com

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to Subsection 4.2, 4.4 or 4.8 shall not be effective until received.

(b) Without in any way limiting the obligation of any Loan Party and its Subsidiaries to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice, believed by the Administrative Agent in good faith to be from a Responsible Officer of a Loan Party.

 

218


(c) Loan Documents may be transmitted and/or signed by facsimile or other electronic means (e.g., a “pdf” or, “tiff” or DocuSign). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on each Loan Party, each Agent and each Lender. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any facsimile or other electronic document or signature.

(d) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including electronic mail and Internet or intranet websites). Notices or communications posted to an Internet or intranet website shall be deemed received upon the posting thereof.

(e) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF MATERIALS AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF THE BORROWER HEREUNDER (THE “BORROWER MATERIALS”) OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.

(f) Each Lender may change its address, email, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.

(g) All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent, any Lender or any Loan Party, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.4 Survival of Representations and Warranties. All representations and warranties made hereunder and in the other Loan Documents (or in any amendment, modification or supplement hereto or thereto) and in any certificate delivered pursuant hereto or such other Loan Documents shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

 

219


11.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Agents and the Other Representatives for (1) all their reasonable and documented and invoiced out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable and documented fees and disbursements of one firm of counsel, solely in its capacity as counsel to the Administrative Agent, and such other special or local counsel (limited to one firm of counsel in each appropriate jurisdiction), consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender, each Lead Arranger and the Agents for all their reasonable and documented and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Agents (limited to one firm of counsel for the Agents and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Lender, each Lead Arranger and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify or reimburse each Lender, each Lead Arranger, each Agent (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemniteegroup of Indemnitees)) arising out of or relating to any actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, brought by a third party or by the Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Restricted Subsidiaries or any of the property of the Borrower or any of its Restricted Subsidiaries (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided that the Borrower shall not have any obligation hereunder to any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other

 

220


Representative, Agent (or any sub-agent thereof) or Lender) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or, (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve arise from an act or omission by the Borrower or any of its Affiliates (other than claims against any Lead Arranger or Agent in its capacity as such) or (iv) any agreement governing any settlement of claims that is effected without the Borrower’s prior written consent (such consent not to be unreasonably withheld). Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Subsection 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower set forth in Subsection 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Subsections 11.5(b) and (c) above, the Borrower shall have no obligation under this Subsection 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

11.6 Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) other than in accordance with Subsection 8.7, the Borrower shall not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Subsection 2.10(e), Subsection 4.13(d), Subsection 4.14(c), Subsection 11.1(g) or this Subsection 11.6.

(a) (i) Subject to the conditions set forth in Subsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Party or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent of:

 

221


(A) the Borrower (such consent not to be unreasonably withheld),; provided that no consent of the Borrower shall be required for an assignment (x) of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund; provided that if any Lender assigns all or a portion of its rights and obligations with respect to the Term Loans under this Agreement to one of its Affiliates in connection with or in contemplation of the sale or other disposition of its interest in such Affiliate, the Borrower’s prior written consent shall be required for such assignment, and (y) if an Event of Default under Subsection 9.1(a) or (f) with respect to the Borrower has occurred and is continuing, to any other Person; and

(B) the Administrative Agent (such consent not to be unreasonably withheld); provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender or an Approved Fund.

 

 

(ii)

Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be in an amount of an integral multiple of not less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Subsection 9.1(a) or (f) with respect to the Borrower has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire;

(D) any assignment of Incremental Commitments or Loans to an Affiliated Lender shall also be subject to the requirements of Subsections 11.6(h) and (i); and

 

222


(E) any Term Loans acquired by any Holding Company, the Borrower or any Restricted Subsidiary shall be retired and cancelled promptly upon acquisition thereof.

For the purposes of this Subsection 11.6, the term “Approved Fund” has the following meaning: “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Notwithstanding the foregoing, no Lender shall be permitted to make assignments under this Agreement to any Disqualified Party, except to the extent the Borrower has consented to such assignment in writing and any such assignment and Disqualified Party shall be subject to the provisions of Subsection 11.6(m), except to the extent the Borrower has otherwise expressly consented in writing.

(iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and bound by any related obligations under) Subsections 4.10, 4.11, 4.12, 4.13 and 11.5, and bound by its continuing obligations under Subsection 11.6(m), Subsection 11.16 and, in the case of each Reference Bank, Subsection 4.6(c)). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with Subsection 2.10(e), Subsection 4.13(d), Subsection 4.14(c), Subsection 11.1(g) or this Subsection 11.6 shall, to the extent it would comply with Subsection 11.6(c), be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Subsection 11.6 (and any attempted assignment, transfer or participation which does not comply with this Subsection 11.6 shall be null and void).

(iv) The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s non-fiduciary agent, solely for purposes of this Subsection 11.6, to maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and interest and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower (and, solely with respect to entries applicable to such Lender, any Lender), at any reasonable time and

 

223


from time to time upon reasonable prior notice. Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall the Administrative Agent be obligated to monitor the aggregate amount of Term Loans or Incremental Term Loans held by Affiliated Lenders. Upon request by the Administrative Agent, the Borrower shall use commercially reasonable efforts to (i) promptly (and in any case, not less than five Business Days (or such shorter period as may be agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Subsection 11.1) provide to the Administrative Agent, a list of, to the Borrower’s knowledge, all Affiliated Lenders holding Loans or Commitments at the time of such notice and (ii) not less than five Business Days (or such shorter period as may be agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Subsection 11.1, provide to the Administrative Agent, a list of, to the Borrower’s knowledge, all Affiliated Debt Funds holding Loans or Commitments at the time of such notice.

(v) Each Lender that sells a participation shall, acting for itself and, solely for this purpose, as non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans, Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary (x) to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or (y) for the Borrower to enforce its rights hereunder. The entries in the Participant Register shall be conclusive absent manifest error, and a Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(vi) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender (unless such assignment is being made in accordance with Subsection 2.10(e), Subsection 4.13(d), Subsection 4.14(c), Subsection 11.1(g), Subsection 11.6(f) or Subsection 11.6(m)(iv) in which case the effectiveness of such Assignment and Acceptance shall not require execution by the assigning Lender) and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Subsection 11.6(b) and any written consent to such assignment required by this Subsection 11.6(b), the Administrative Agent shall accept such Assignment and Acceptance, record the information contained therein in the Register and give prompt notice of such assignment and recordation to the Borrower. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (vi).

 

224


(vii) On or prior to the effective date of any assignment pursuant to this Subsection 11.6(b), the assigning Lender shall surrender to the Administrative Agent any outstanding Notes held by it evidencing the Loans or Commitments, as applicable, which are being assigned. Any Notes surrendered by the assigning Lender shall be returned by the Administrative Agent to the Borrower marked “cancelled.”

Notwithstanding the foregoing provisions of this Subsection 11.6(b) or any other provision of this Agreement, if the Borrower shall have consented thereto in writing in its sole discretion, the Administrative Agent shall have the right, but not the obligation, to effectuate assignments of Loans, Incremental Commitments and Initial Term Loan Commitments via an electronic settlement system acceptable to Administrative Agent and the Borrower as designated in writing from time to time to the Lenders by Administrative Agent (the “Settlement Service”). At any time when the Administrative Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed Assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be subject to the prior written approval of the Borrower and shall be consistent with the other provisions of this Subsection 11.6(b). Each assigning Lender and proposed Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loans and Commitments pursuant to the Settlement Service. Assignments and assumptions of Loans and Commitments shall be effected by the provisions otherwise set forth herein until the Administrative Agent notifies the Lenders of the Settlement Service as set forth herein. The Borrower may withdraw its consent to the use of the Settlement Service at any time upon notice to the Administrative Agent, and thereafter assignments and assumptions of the Loans and Commitments shall be effected by the provisions otherwise set forth herein. Notwithstanding the foregoing, it is understood and agreed that the Administrative Agent shall have the right, but not the obligation, to effectuate assignments of Loans and Commitments via the ClearPar electronic settlement system pursuant to procedures consistent with this Subsection 11.6(b), including execution and delivery of the Assignment and Acceptance (it being understood that such execution and delivery may be by way of electronic signature) by the parties to the assignment.

Furthermore, no Assignee, which as of the date of any assignment to it pursuant to this Subsection 11.6(b) would be entitled to receive any greater payment under Subsection 4.10, 4.11, 4.12 or 11.5 than the assigning Lender would have been entitled to receive as of such date under such Subsections with respect to the rights assigned shall notwithstanding anything to the contrary in this Agreement be entitled to receive such greater payments unless the assignment was made after an Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing or the Borrower has expressly consented in writing to waive the benefit of this provision at the time of such assignment.

(b) (i) Any Lender other than a Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, without the consent of the Borrower or the Administrative Agent, sell participations (other than to any Disqualified Party or a natural person) to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Initial

 

225


Term Loan Commitments, Incremental Commitments, Extended Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, (D) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (E) [reserved] and, (Ffrom time to time upon the reasonable request of the Borrower, each Lender shall provide the Borrower a list of all (x) in the case of any revolving facility under the Loan Documents, outstanding participations in such revolving facility that such Lender has sold and (y) in the case of Term Loans, outstanding voting participations in such Term Loans that such Lender has sold and (G) in the case of any participation to a Permitted Affiliated Assignee, such participation shall be governed by the provisions of Subsection 11.6(h)(ii) to the same extent as if each reference therein to an assignment of a Loan were to a participation of a Loan and the references to Affiliated Lender were to such Permitted Affiliated Assignee in its capacity as a participant. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, supplement, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, supplement, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to clause (i) or (iii) of the second proviso to the second sentence of Subsection 11.1(a) and (2) directly affects such Participant. Subject to Subsection 11.6(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of (and shall have the related obligations under) Subsections 4.10, 4.11, 4.12, 4.13 and 11.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Subsection 11.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Subsection 11.7(b) as though it were a Lender, provided that such Participant shall be subject to Subsection 11.7(a) as though it were a Lender. Notwithstanding the foregoing, no Lender shall be permitted to sell or maintain a participation under this Agreement to or with any Disqualified Party and any participation to a Person that is or at any time becomes a Disqualified Party shall be null and void, except to the extent the Borrower has expressly consented to such participation in writing; provided that if any such participation by a Lender is subject to a sub-participation by such Disqualified Party to a Person that is not a Disqualified Party or natural person, and such sub-participation if made as a participation directly by such Lender would comply with Subsection 11.6, such sub-participant shall have the right to assume all of the rights and obligations of such Disqualified Party under such participation and thereby become a Participant hereunder in substitution for such Disqualified Party (it being understood that such sub-participant shall, prior to the effectiveness of such assumption, provide to such Lender that sold or maintained such participation all documentation and information as is reasonably required by such Lender pursuant to “know your customer” and anti-money laundering rules and regulations and execute and deliver an appropriate assumption agreement to effect such substitution on terms and conditions mutually agreed between such sub-participant and such Lender, and such Disqualified Party shall thereupon be deemed to have executed and delivered such assumption agreement). Any such participation and Disqualified Party not permitted prior to the foregoing sentence shall be subject to the provisions of Subsection 11.6(m), except to the extent the Borrower has otherwise expressly consented in writing. Any attempted participation which does not comply with Subsection 11.6 shall be null and void.

 

226


(ii) No Loan Party shall be obligated to make any greater payment under Subsection 4.10, 4.11, 4.12 or 11.5 than it would have been obligated to make in the absence of any participation, unless the sale of such participation is made with the prior written consent of the Borrower and the Borrower expressly waives the benefit of this provision at the time of such participation. Any Participant that is not incorporated under the laws of the United States of America or a state thereof shall not be entitled to the benefits of Subsection 4.11 unless such Participant complies with Subsection 4.11(b) and provides the forms and certificates referenced therein to the Lender that granted such participation.

(c) Any Lender, without the consent of the Borrower or the Administrative Agent, may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank of a member state of the European Union, and this Subsection 11.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute (by foreclosure or otherwise) any such pledgee or Assignee for such Lender as a party hereto.

(d) No assignment or participation made or purported to be made to any Assignee or Participant shall be effective without the prior written consent of the Borrower if it would require the Borrower to make any filing with any Governmental Authority or qualify any Loan or Note under the laws of any jurisdiction, and the Borrower shall be entitled to request and receive such information and assurances as it may reasonably request from any Lender or any Assignee or Participant to determine whether any such filing or qualification is required or whether any assignment or participation is otherwise in accordance with applicable law.

(e) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Subsection 11.6(b). The Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any domestic or foreign bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state, federal or provincial bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. Each such indemnifying Lender shall pay in full any claim received from the Borrower pursuant to this Subsection 11.6(f) within 30 Business Days of receipt of a certificate from a Responsible Officer of the Borrower specifying in reasonable detail the cause and amount of the loss, cost, damage or expense in respect of which the claim is being asserted, which certificate shall be conclusive absent manifest error. Without limiting the indemnification obligations of any indemnifying Lender pursuant to this Subsection 11.6(f), in the event that the indemnifying Lender fails timely to compensate the Borrower for such claim, any Loans held by the relevant Conduit Lender shall, if requested by the Borrower, be assigned promptly to the Lender that administers the Conduit Lender and the designation of such Conduit Lender shall be void.

 

227


(f) If the Borrower wishes to replace the Loans under any Facility with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ (or such shorter period as agreed to by the Administrative Agent in its reasonable discretion) advance notice to the Lenders under such Facility, instead of prepaying the Loans to be replaced, to (i) require the Lenders under such Facility to assign such Loans to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Subsection 11.1. Pursuant to any such assignment, all Loans to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans were being optionally prepaid by the Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Subsection 4.12. By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans under such Facility pursuant to the terms of the form of the Assignment and Acceptance, the Administrative Agent shall record such assignment in the Register and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this clause (g) are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

(g) (i) Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Loans or Commitments to any Parent Entity, the Borrower, any Subsidiary or an Affiliated Lender and (y) any Parent Entity, the Borrower and any Subsidiary may, from time to time, purchase or prepay Loans, in each case, on a non-pro rata basis through (1) Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent (or other applicable agent managing such auction); provided that (A) any such Dutch auction by the Borrower or its Subsidiaries shall be made in accordance with Subsection 4.4(l) and (B) any such Dutch auction by any Parent Entity shall be made on terms substantially similar to Subsection 4.4(l) or on other terms to be agreed between such Parent Entity and the Administrative Agent (or other applicable agent managing such auction) or (2) open market or other privately negotiated purchases; provided further that:

(1) such Affiliated Lender and such other Lender shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit K hereto (an “Affiliated Lender Assignment and Assumption”) and the Administrative Agent shall record such assignment in the Register;

(2) at the time of such assignment after giving effect to such assignment, the aggregate principal amount of all Term Loans held (or participated in) by Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0% of the aggregate principal amount of all Term Loans outstanding under this Agreement;

 

228


(3) any such Term Loans acquired by (x) any Holding Company, the Borrower or a Restricted Subsidiary shall be retired or cancelled promptly upon the acquisition thereof and (y) an Affiliated Lender may, with the consent of the Borrower, be contributed to the Borrower, whether through a Parent Entity or otherwise, and exchanged for debt or equity securities of the Borrower or such Parent Entity that are otherwise permitted to be issued at such time pursuant to the terms of this Agreement, so long as any Term Loans so acquired by the Borrower shall be retired and cancelled promptly upon the acquisition thereof.

(ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender that is not an Affiliated Debt Fund shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives or (C) receive advice of counsel to the Administrative Agent, the Collateral Agent or any other Lender or challenge their attorney client privilege.

(iii) Notwithstanding anything in Subsection 11.1 or the definitions of “Required Lenders” and “Required Majority in Interest Lenders” to the contrary, for purposes of determining whether the Required Lenders or the Required Majority in Interest Lenders, as applicable, have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender that is not an Affiliated Debt Fund shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not such Affiliated Lenders; provided that, (I) to the extent Lenders are being compensated by the Borrower for consenting to an amendment, modification, waiver or any other action, each Affiliated Lender who has been deemed to have voted its Loans in accordance with this Subsection 11.6(h)(iii) shall be entitled to be compensated on the same basis as each consenting Lender as if it had voted all of its Loans in favor of the applicable amendment, modification, waiver or other action); and (II) no amendment, modification, waiver, consent or other action with respect to any Loan Document shall deprive such Affiliated Lender of its ratable share of any payments of Loans of any class to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent; provided, further, that such Affiliated Lender shall have the right to approve any amendment, supplement, modification, waiver or consent that (x) disproportionately and adversely affects such Affiliated Lender in its capacity as a Lender or affects such Affiliated Lender differently in its capacity as a Lender than other Lenders or (y) is of the type described in Subsections 11.1(a)(i) through (iv)); and in furtherance of the foregoing, (x) the Affiliated Lender agrees to execute and deliver to the Administrative Agent any instrument reasonably requested by the Administrative Agent to evidence the

 

229


voting of its interest as a Lender in accordance with the provisions of this Subsection 11.6(h)(iii); provided that if the Affiliated Lender fails to promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this Subsection 11.6(h)(iii) and (y) the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by such Affiliated Lender as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Subsection 11.6(h)(iii).

(iv) Each Affiliated Lender that is not an Affiliated Debt Fund, solely in its capacity as a Lender, hereby agrees, and each Affiliated Lender Assignment and Assumption agreement shall provide a confirmation that, if any of any Holding Company, the Borrower or any Restricted Subsidiary shall be subject to any voluntary or involuntary bankruptcy, reorganization, insolvency or liquidation proceeding (each, a “Bankruptcy Proceeding”), (i) such Affiliated Lender shall not take any step or action in such Bankruptcy Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Administrative Agent (or the taking of any action by a third party that is supported by the Administrative Agent) in relation to such Affiliated Lender’s claim with respect to its Term Loans (“Claim”) (including objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Affiliated Lender in its capacity as a Lender is treated in connection with such exercise or action on the same or better terms as the other Lenders and (ii) (with respect to any matter requiring the vote of Lenders during the pendency of a Bankruptcy Proceeding (including voting on any plan of reorganization), the Term Loans held by such Affiliated Lender (and any Claim with respect thereto) shall be deemed to be voted in accordance with Subsection 11.6(h)(iii) above so long as such Affiliated Lender in its capacity as a Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Subsection 11.6(h)(iv) and the related provisions set forth in each Affiliated Lender Assignment and Assumption constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, it is their intention that this Subsection 11.6(h)(iv) would be enforceable for all purposes in any case where any Holding Company, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to anysuch Holding Company, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender that is not an Affiliated Debt Fund hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Loans, Commitments and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Subsection 11.6(h)(iv).

 

230


(v) Each Lender making an assignment to, or taking an assignment from, an Affiliated Lender acknowledges and agrees that in connection with such assignment, (1) such Affiliated Lender then may have, and later may come into possession of Excluded Information, (2) such Lender has independently and, without reliance on the Affiliated Lender, any Holding Company, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to enter into such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Holding Companies, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against any Holding Company, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender entering into such an assignment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.

(h) Notwithstanding anything to the contrary in this Agreement, Subsection 11.1 or the definitions of “Required Lenders” and “Required Majority in Interest Lenders” (x) with respect to any assignment or participation to or by an Affiliated Debt Fund, such assignment or participation shall be made pursuant to an open market or other privately negotiated purchase and (y) for purposes of determining whether the Required Lenders or the Required Majority in Interest Lenders, as applicable, have (i) consented (or not consented) to any amendment, supplement, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans held by Affiliated Debt Funds may not account for more than 49.9% of the Term Loans of consenting Lenders included in determining whether the Required Lenders or the Required Majority in Interest Lenders, as applicable, have consented to any action pursuant to Subsection 11.1.

(i) Notwithstanding the foregoing provisions of this Subsection 11.6, nothing in this Subsection 11.6 is intended to or should be construed to limit the Borrower’s right to prepay the Loans as provided hereunder, including under Subsection 4.4.

(j) [Reserved].

(k) [Reserved].

(l) (i) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, if any Lender or Participant at any time is or becomes a Disqualified Party, then for so long as such Lender or Participant shall be a Disqualified Party, the provisions of this Subsection 11.6(m) shall apply with respect to such Disqualified Party unless the Borrower shall have otherwise expressly consented in writing in its sole discretion (and regardless of whether the Borrower shall have consented to any assignment or participation to such Lender or Participant).

 

231


(ii) Any Disqualified Party shall be bound by the provisions of, but shall not have any rights or remedies or be a beneficiary (whether as a Lender, a Participant or otherwise) under or with respect to, this Agreement or any other Loan Document. Without limiting the foregoing, a Disqualified Party (1) shall not be entitled to and shall have no right to receive any payment in respect of principal (other than with respect to payments of principal on the Maturity Date for the applicable Tranche), interest, fees, costs, expenses or any other amount under or in respect of any Loan Document, including but not limited to pursuant to Subsection 2.2, 2.6(c), 4.1, 4.4, 4.5, 4.8, 4.10, 4.11, 4.12, 11.5, 11.6(c) or 11.7 of this Agreement, Subsection 9.4 of the Guarantee and Collateral Agreement or any similar provision of any other Loan Document, and (2) shall be deemed not to be (w) a Secured Party (as defined in the Guarantee and Collateral Agreement or any other applicable Security Document) under or in respect of any Loan Document, (x) a Term Loan Secured Party (as defined in the ABL/Term Loan Intercreditor Agreement) under or in respect of the ABL/Term Loan Intercreditor Agreement, (y) an Original Senior Lien Creditor (as defined in any Junior Lien Intercreditor Agreement) under or in respect of such Junior Lien Intercreditor Agreement or (z) the analogous party under or in respect of any Other Intercreditor Agreement. No fees or interest shall accrue for the account of a Disqualified Party (except solely for interest payable to a permitted assignee thereof following an assignment to such assignee (1) pursuant to and as expressly provided in Subsection 11.6(b) and (2) pursuant to and as expressly provided in Subsection 11.6(m)(iv) below).

(iii) No Disqualified Party shall have any right to approve, disapprove or consent to any amendment, supplement, waiver or modification of this Agreement or any other Loan Document or any term hereof or thereof. In determining whether the requisite Lender or Lenders have consented to any such amendment, supplement, waiver or modification, and in determining the Required Lenders or the Required Majority in Interest Lenders for any purpose under or in respect of any Loan Document, any Lender that is a Disqualified Party (and the Loans and/or Commitments of such Disqualified Party) shall be excluded and disregarded. Each such amendment, supplement, waiver or modification shall be binding and effective as to each Disqualified Party.

(iv) The Borrower shall have the right (A) at the sole expense of any Lender that is a Disqualified Party and/or the Person that assigned its Commitments and/or Loans to such Disqualified Party, to seek to replace or terminate such Disqualified Party as a Lender by causing such Lender to (and such Lender shall be obligated to) assign any or all of its Commitments and/or Loans and its rights and obligations under this Agreement to one or more assignees (which may, at the Borrower’s sole option, be or include any Parent Entity, the Borrower or any Subsidiary); provided that (1) the Administrative Agent shall not have any obligation to the Borrower to find such a replacement Lender, (2) the Borrower shall not have any obligation to such Disqualified Party or any other Person to find such a replacement Lender or accept or consent to any such assignment to itself or any other Person and (3) the assignee (or, at its option, the Borrower) shall pay to

 

232


such Disqualified Party concurrently with such assignment an amount (which payment shall be deemed payment in full) equal to the lesser of (x) the face principal amount of the Loans so assigned, (y) the amount that such Disqualified Party paid to acquire such Commitments and/or Loans, and (z) the most recently available quoted price for such Commitments and/or Loans (as determined by the Borrower in good faith, which determination shall be conclusive, the “Trading Price”), in each case without interest thereon (it being understood that if the effective date of such assignment is not an Interest Payment Date, such assignee shall be entitled to receive on the next succeeding Interest Payment Date interest on the principal amount of the Loans so assigned that has accrued and is unpaid from the Interest Payment Date last preceding such effective date (except as may be otherwise agreed between such assignee and the Borrower)), or (B) to prepay any Loans held by such Disqualified Party, in whole or in part, by paying an amount (which payment shall be deemed payment in full) equal to the lesser of (x) the face principal amount of the Loans so prepaid, (y) the amount that such Disqualified Party paid to acquire such Loans, and (z) the Trading Price for such Loans (in each case without interest thereon), and if applicable, terminate the Commitments of such Disqualified Party, in whole or in part (provided that, in the case of any Disqualified Party pursuant to clause (iii)(b) of the definition thereof, each Participant that has a participation in the Commitments and/or Loans of such Disqualified Party shall be provided a bona fide and reasonable opportunity to be assigned the Commitments and/or Loans in accordance with clause (A) above in an aggregate amount equal to no less than the aggregate principal amount of such participation). In connection with any such replacement, (1) if the Disqualified Party does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary or appropriate (in the good faith determination of the Administrative Agent or the Borrower, which determination shall be conclusive) to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which the Disqualified Party shall be paid by the assignee Lender (or, at its option, the Borrower) the amount required pursuant to this Subsection 11.6(m)(iv)(B), then such Disqualified Party shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Disqualified Party, and the Administrative Agent shall record such assignment in the Register, (2) each Lender (whether or not then a party hereto) agrees to disclose to the Borrower the amount that the applicable Disqualified Party paid to acquire Commitments and/or Loans from such Lender and (3) each Lender that is a Disqualified Party agrees to disclose to the Borrower the amount it paid to acquire the Commitments and/or Loans held by it.

(v) No Disqualified Party (whether as a Lender, a Participant or otherwise) shall have any right to (A) receive any information or material made available to any Lender or the Administrative Agent hereunder or under any other Loan Document, (B) have access to any Internet or intranet website to which any of the Lenders and the Administrative Agent have access (whether a commercial, third-party or other website or whether sponsored by the Administrative Agent, the Borrower or otherwise), (C) attend (including by telephone) or otherwise participate in any meeting or discussions (or

 

233


portions thereof) among or with any of the Borrower, the Administrative Agent and/or one or more Lenders, (D) receive any information or material prepared by the Borrower, the Administrative Agent and/or one or more Lenders or (E) receive advice of counsel to the Administrative Agent, the Collateral Agent or any other Lender or challenge their attorney client privilege. Any Disqualified Party shall not solicit or seek to obtain any such information or material. If at any time any Disqualified Party receives or possesses any such information or material, such Disqualified Party shall (1) notify the Borrower as soon as possible that such information or material has become known to it or came into its possession, (2) immediately return to the Borrower or, at the option of the Borrower, destroy (and confirm to the Borrower such destruction) such information or material, together with any notes, analyses, compilations, forecasts, studies or other documents related thereto which it or its advisors prepared and (3) keep such information or material confidential and shall not utilize such information or material for any purpose. Each Lender (whether or not then a party hereto) agrees to notify the Borrower as soon as possible if it becomes aware that (x) it made an assignment to or has a participation with a Disqualified Party or (y) any such Disqualified Party has received any such information of materials.

(vi) The rights and remedies of the Borrower provided herein are cumulative and are not exclusive of any other rights and remedies provided to the Borrower at law or in equity, and the Borrower shall be entitled to pursue any remedy available to it against any Lender that has (or has purported to have) made an assignment or sold or maintained a participation to or with a Disqualified Party or against any Disqualified Party. In no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether (x) any Lender is a Net Short Lender or (y) any prospective assignee pursuant to Subsection 11.6(b) is a Disqualified Party or have any liability with respect to or arising out of any assignment or participation of Loans by the Lenders or disclosure of confidential information by the Lenders, in each case, to any Disqualified Party; provided that, unless the Borrower has expressly consented in writing to an assignment to an applicable Disqualified Party, this sentence shall not relieve the Administrative Agent of any liability arising from the bad faith, gross negligence or willful misconduct of the Administrative Agent (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(vii) Notwithstanding any other provision of this Agreement, any other Loan Document, any Assignment and Acceptance or any other document, the provisions of this Subsection 11.6(m) shall apply and survive with respect to each Lender, Participant and Disqualified Party notwithstanding that any such Person may have ceased to be a Lender or Participant (or any purported participation to any such Disqualified Party shall be void) hereunder or this Agreement may have been terminated.

11.7 Adjustments; Set-off; Calculations; Computations. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection 9.1(f), or otherwise (except pursuant to Subsection 2.8, 2.9, 2.10, 2.11, 4.4, 4.5(b), 4.9, 4.10, 4.11, 4.12, 4.13(d), 4.14, 11.1(g) or 11.6)), in a greater proportion than any such payment to or collateral received by

 

234


any other Lender, if any, in respect of such other Lender’s Loans owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence of an Event of Default under Subsection 9.1(a) to set-off and appropriate and apply against any amount then due and payable under Subsection 9.1(a) by the Borrower any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

11.8 Judgment. (a) If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Subsection 11.8 referred to as the “Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding the date of actual payment of the amount due, in the case of any proceeding in the courts of any other jurisdiction that will give effect to such conversion being made on such date, or the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Subsection 11.8 being hereinafter in this Subsection 11.8 referred to as the “Judgment Conversion Date”).

(b) If, in the case of any proceeding in the court of any jurisdiction referred to in Subsection 11.8(a), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, the applicable Loan Party shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from any Loan Party under this Subsection 11.8(b) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of any of the Loan Documents.

 

235


(c) The term “rate of exchange” in this Subsection 11.8 means the rate of exchange at which the Administrative Agent, on the relevant date at or about 12:00 noonP.M., New York City time, would be prepared to sell, in accordance with its normal course foreign currency exchange practices, the Obligation Currency against the Judgment Currency.

11.9 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement onin any number of separate counterparts (including by facsimile and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be delivered to the Borrower and the Administrative Agent.

11.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.11 Integration. This Agreement and the other Loan Documents represent the entire agreement of each of the Loan Parties party hereto, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any of the Loan Parties party hereto, the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

11.12 Governing Law. THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

11.13 Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal District Court”, and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) any Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Term Loan Facility Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Subsection 11.13 would otherwise require to be asserted in a legal action

 

236


or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Subsection 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower, the applicable Lender or the Administrative Agent, as the case may be, at the address specified in Subsection 11.2 or at such other address of which the Administrative Agent, any such Lender and the Borrower shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or (subject to clause (a) above) shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Subsection 11.13 any consequential or punitive damages.

11.14 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither any Agent nor any Other Representative or Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of creditor and debtor;

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby and thereby among the Lenders or among the Borrower and the Lenders; and

 

237


(d) each Agent, each Lender and their Affiliates may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates.

11.15 Waiver of Jury Trial. EACH OF THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

11.16 Confidentiality. (a) Each Agent, each Other Representative and each Lender agrees to keep confidential any information (a) provided to it by or on behalf of any Holding Company or the Borrower or any of their respective Subsidiaries pursuant to or in connection with the Loan Documents or (b) obtained by such Lender based on a review of the books and records of any Holding Company or the Borrower or any of their respective Subsidiaries; provided that nothing herein shall prevent any Lender from disclosing any such information (i) to any Agent, any Other Representative or any other Lender, (ii) to any Transferee, or prospective Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations which agrees to comply with the provisions of this Subsection 11.16 pursuant to a written instrument (or electronically recorded agreement from any Person listed above in this clause (ii), in respect to any electronic information (whether posted or otherwise distributed on any Platform)) for the benefit of the Borrower (it being understood that each relevant Lender shall be solely responsible for obtaining such instrument (or such electronically recorded agreement)), (iii) to its Affiliates and the employees, officers, partners, directors, agents, attorneys, accountants and other professional advisors of it and its Affiliates, provided that such Lender shall inform each such Person of the agreement under this Subsection 11.16 and take reasonable actions to cause compliance by any such Person referred to in this clause (iii) with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection 11.16), (iv) upon the request or demand of any Governmental Authority having jurisdiction over such Lender or its affiliates or to the extent required in response to any order of any court or other Governmental Authority or as shall otherwise be required pursuant to any Requirement of Law, provided that, other than with respect to any disclosure to any bank regulatory authority, such Lender shall, unless prohibited by any Requirement of Law, notify the Borrower of any disclosure pursuant to this clause (iv) as far in advance as is reasonably practicable under such circumstances, (v) which has been publicly disclosed other than in breach of this Agreement, (vi) in connection with the exercise of any remedy hereunder, under any Loan Document or under any Interest Rate Agreement, (vii) in connection with periodic regulatory examinations and reviews conducted by the National Association of Insurance Commissioners or any Governmental Authority having jurisdiction over such Lender or its affiliates (to the extent applicable), (viii) in connection with any litigation to which such Lender (or, with respect to any Interest Rate Agreement, any Affiliate of any Lender party thereto) may be a party subject to the proviso in clause (iv) above, and (ix) if, prior to such information having been so provided or obtained, such information was already in an Agent’s or a Lender’s possession on a non-confidential basis without a duty of confidentiality to the Borrower or any of its Subsidiaries being violated. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the provisions of this Subsection 11.16 shall survive with respect to each Agent and Lender until the second

 

238


anniversary of such Agent or Lender ceasing to be an Agent or a Lender, respectively. In addition, the Administrative Agent may provide information regarding the Facilities to service providers providing administrative and ministerial services solely in connection with the syndication and administration of the Facilities on a confidential basis; provided that, except with respect to information which has been publicly disclosed other than in breach of this Agreement, the Administrative Agent shall inform each such Person of the agreement under this Subsection 11.16 and take reasonable actions to cause compliance by any such Person with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection 11.16).

(b) Each Lender acknowledges that any such information referred to in Subsection 11.16(a), and any information (including requests for waivers and amendments) furnished by the Borrower or any of its Subsidiaries or the Administrative Agent pursuant to or in connection with this Agreement and the other Loan Documents, may include material non-public information concerning the Borrower or any of its Subsidiaries, the other Loan Parties and their respective Affiliates or their respective securities. Each Lender represents and confirms that such Lender has developed compliance procedures regarding the use of material non-public information; that such Lender will handle such material non-public information in accordance with those procedures and applicable law, including United States federal and state securities laws; and that such Lender has identified to the Administrative Agent a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law.

11.17 Incremental Indebtedness; Additional Indebtedness. In connection with the Incurrence by any Loan Party or any Subsidiary thereof of any Incremental Indebtedness, Specified Refinancing Indebtedness or Additional Indebtedness, each of the Administrative Agent and the Collateral Agent agrees to execute and deliver the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement Supplement and amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, any Security Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably deemed by the Borrower to be necessary or reasonably desirable for any Lien on the assets of any Loan Party permitted to secure such Incremental Indebtedness, Specified Refinancing Indebtedness or Additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) pursuant to the Security Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified or otherwise.

11.18 USA PATRIOT Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify, and record information that identifies each Loan Party, which information includes the name of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act and the CDD Rule, and the Borrower agrees to provide such information from time to time to any Lender.

 

239


11.19 Electronic Execution of Assignments and Certain Other Documents. The words “execution”, “signed”, “signature”, and words of like import in any Assignment and Acceptance or Affiliated Lender Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.20 Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition or other proceeding be filed by or against any Loan Party for liquidation or reorganization, should any Loan Party become insolvent or make an assignment for the benefit of any creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed for all or any significant part of any Loan Party’s assets, and shall continue to be effective or to be reinstated, as the case may be, if at any time payment and performance of the obligations of the Borrower under the Loan Documents, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the obligations, whether as a fraudulent preference, reviewable transaction or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the obligations of the Borrower hereunder shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

11.21 Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary herein or in any other Loan Document, the Borrower, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) acknowledges that any liability of any party heretoLender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers to any Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an EEAAffected Financial Institution; and

(b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such Covered Liability;

 

240


(ii) a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

11.22 [Reserved]

11.23 Recognition of U.S. Special Resolution Regime. In the event that any Lender that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Lender of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Lender that is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Lender are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

[SIGNATURE PAGES FOLLOW]

 

241


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the date first written above.

 

CD&R WATERWORKS MERGER SUB, LLC

By:

   
 

Name:

 

Title:

 

[SIGNATURE PAGE TO THE WATERWORKS TERM LOAN CREDIT AGREEMENT]


AGENT AND LENDERS:

[•]

 

 

[SIGNATURE PAGE TO THE WATERWORKS TERM LOAN CREDIT AGREEMENT]

EX-10.4 6 d70382dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

FORM OF EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [                ], is made by and among Core & Main, Inc., a Delaware corporation (“IPOco”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and the holders of Partnership Interests (as defined herein) and shares of Class B Common Stock (as defined herein) from time to time parties hereto (each, a “Holder”).

WHEREAS, the parties hereto desire to provide for the exchange of Partnership Interests, together with the transfer to IPOco of a corresponding number of shares of Class B Common Stock, for shares of Class A Common Stock (as defined herein), on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

Section 1.1. Definitions.

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

Affiliate” means, with respect to a specified Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

Agreement” has the meaning set forth in the preamble.

Business Day” means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in New York are closed.

Cash Exchange Payment” means an amount in cash equal to the product of (x) the number of Partnership Interests exchanged, (y) the then-applicable Exchange Rate, and (z) the price to the public or the private sale price, as applicable, of the Class A Common Stock in a public offering or private sale as forth in Section 2.1 of this Agreement, as applicable, in each case net of any underwriting discounts and commissions.

CD&R Waterworks Holdings” means CD&R Waterworks Holdings, L.P., a Delaware limited partnership.

Class A Common Stock” means the Class A common stock, par value $0.01 per share, of IPOco.

Class B Common Stock” means the Class B common stock, par value $0.01 per share, of IPOco.

Code” means the U.S. Internal Revenue Code of 1986, as amended.


Continuing Limited Partners” means CD&R Waterworks Holdings and Management Feeder.

Continuing Limited Partners Tax Receivable Agreement” means the Tax Receivable Agreement, dated on or about the date hereof, between IPOco, the Continuing Limited Partners, Holdings and any other Person from time to time a party thereto, as such agreement may be amended or supplemented from time to time.

Deficit Amount” has the meaning set forth in Section 2.1(h) of this Agreement.

Election of Exchange” has the meaning set forth in Section 2.1(b) of this Agreement.

Excess Amount” has the meaning set forth in Section 2.1(h) of this Agreement.

Exchange” has the meaning set forth in Section 2.1(a) of this Agreement.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Exchange Date” means the date of delivery of the relevant Election of Exchange.

Exchange Rate” means the number of shares of Class A Common Stock for which one Partnership Interest (together with the cancellation of a share of Class B Common Stock) is entitled to be Exchanged. On the date of this Agreement, the Exchange Rate shall be 1.0, subject to adjustment pursuant to Section 2.2 of this Agreement.

First Exchange Time” means 180 days from the date hereof.

Governmental Entity” means the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government, including any court, in each case, having jurisdiction over Holdings or any of its Subsidiaries or any of the property or other assets of Holdings or any of its Subsidiaries.

Holder” has the meaning set forth in the preamble.

Holdings” has the meaning set forth in the preamble.

IPOco” has the meaning set forth in the preamble hereto.

IPOco Charter” means the Amended and Restated Certificate of Incorporation of IPOco, as it may be amended and/or restated from time to time.

Liquidation Adjustment” has the meaning set forth in Section 2.1(h) of this Agreement.

Liquidation Adjustment Price” means the greater of (i) the last reported sales price of a share of the Class A Common Stock, as reported by Bloomberg, L.P., or its successor (or other mutually acceptable electronic or print publication), (ii) the average of the daily volume-weighted average price (“VWAP”) of a share of Class A Common Stock for the four-week period immediately prior to the date of delivery of the relevant Election of Exchange (the “Exchange Date”) in connection with a Voluntary Exchange and (iii) as applied with respect to an Excess Amount in connection with Section 2.1(h), such price of a share of Class A Common Stock that, in connection with an Exchange, would not result in the number of shares of Class A Common Stock to be issued to exceed the number of authorized and unissued shares of Class A Common Stock under the IPOco Charter, when taken together with (x) the

 

2


outstanding shares of Class A Common Stock, (y) the shares of Class A Common Stock issuable upon Exchange of outstanding shares of Paired Interests (disregarding shares of Class A Common Stock issuable under Section 2.1(h)), and (z) the shares of Class A Common Stock issuable under the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan or any other IPOco equity incentive plan; provided that in calculating such average, (a) the VWAP shall be determined by calculating the arithmetic average of the per share daily volume-weighted average price of a share of Class A Common Stock on the New York Stock Exchange or such other principal U.S. securities exchange or automated or electronic quotation system on which Class A Common Stock trades, as reported by Bloomberg, L.P., or its successor (or other mutually acceptable electronic or print publication) for each of the full Trading Days in the four-week period immediately prior to the Exchange Date and ending on and including the last full Trading Day immediately prior to the Exchange Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A Common Stock; and (b) if the Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, then a majority of the independent members of the board of directors of IPOco shall determine the fair market value of a share of Class A Common Stock in good faith.

LP Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Holdings, dated on or about the date hereof, as amended or amended and restated from time to time.

Management Feeder” means Core & Main Management Feeder, LLC, a Delaware limited liability company.

Paired Interest” means one Partnership Interest together with one share of Class B Common Stock.

Partnership Interests” means the Partnership Interests (as such term is defined in the LP Agreement).

Permitted Transfer” has the meaning given to such term in Section 4.1 of this Agreement.

Permitted Transferee” has the meaning given to such term in Section 4.1 of this Agreement.

Person” means an individual, a partnership (including a limited partnership), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.

Quarter” means, unless the context requires otherwise, a fiscal quarter of IPOco.

Quarterly Exchange Date” means the date each Quarter that is the later to occur of (i) the third Business Day after the date on which IPOco makes a public news release of its annual or quarterly earnings, as applicable, for the prior Quarter or fiscal year, as applicable, and (ii) the first day each Quarter that directors and executive officers of IPOco are permitted to trade under the applicable policies of IPOco relating to trading by directors and executive officers; provided that there shall be no Quarterly Exchange Date for any Holder (including any Permitted Transferee pursuant to Section 4.1 of this Agreement) prior to (x) the expiration or waiver of any applicable lock-up agreement, including any lock-up agreement entered into in connection with the initial public offering of IPOco, or (y) the expiration of any holding period applicable to such Holder required by law, including Rule 144 under the Securities Act, with respect to dispositions of Class A Common Stock received upon the proposed Exchange by such Holder.

 

3


Registration Rights Agreement” means the registration rights agreement by and among IPOco and the stockholders party thereto, dated as of the date hereof, as amended from time to time.

Securities Act” means the U.S. Securities Act of 1933, as amended.

Stockholders Agreement” means the stockholders agreement by and among IPOco and the stockholders party thereto, dated as of the date hereof, as amended from time to time.

Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall control the management of any such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of Holdings.

Trading Day” means a day on which the New York Stock Exchange or such other principal U.S. securities exchange on which the shares of Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day), or if the shares of Class A Common Stock are not listed or admitted to trading on such an exchange, on the automated or electronic quotation system on which the shares of Class A Common Stock are then authorized for quotation.

Voting Securities” mean any securities which are entitled to vote generally in matters submitted for a vote of stockholders or generally in the election of the board of directors.

ARTICLE II

Section 2.1. Exchange of Partnership Interests for Class A Common Stock.

(a) Subject to Section 2.1(h) and Section 2.1(i), each Holder shall be entitled, on any Quarterly Exchange Date, upon the terms and subject to the conditions hereof, to transfer and surrender Paired Interests free and clear of all liens, encumbrances, rights of first refusal, and the like, to IPOco. In addition, subject to Section 2.1(h) and Section 2.1(i), from and after the First Exchange Time, CD&R Waterworks Holdings and its Permitted Transferees shall be entitled, at any time and from time to time, upon the terms and subject to the conditions hereof, to transfer and surrender Paired Interests free and clear of all liens, encumbrances, rights of first refusal, and the like, to IPOco. Upon such transfer and surrender, each share of Class B Common Stock transferred and surrendered shall be automatically and immediately canceled, in accordance with Section 2.3(b), and each Partnership Interest transferred and surrendered will be exchangeable for a number of shares of Class A Common Stock issued to such Holder that is equal to the product of the number of Partnership Interests transferred and surrendered by such Holder multiplied by the Exchange Rate; provided, however, that, subject to and in accordance with the General Corporation Law of the State of Delaware, in lieu of issuing such shares of Class A Common

 

4


Stock, IPOco, acting by a majority of the disinterested members of its board of directors, may elect to pay a Cash Exchange Payment calculated with respect to such surrendered Partnership Interests from the proceeds of a private sale or a public offering of Class A Common Stock, which Cash Exchange Payment shall be payable in accordance with the instructions provided in the form of Exhibit A hereto (the “Election of Exchange”) (such exchange for Class A Common Stock or a Cash Exchange Payment, as applicable, an “Exchange”). Notwithstanding anything to the contrary herein, IPOco shall not effectuate a Cash Exchange Payment pursuant to this Section 2.1 unless IPOco determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five Business Days after, the relevant Exchange Date. As any such existing owner exchanges its Partnership Interests (together with the cancellation of a corresponding number of shares of Class B Common Stock), the number of Partnership Interests owned by IPOco will increase. Each such exchange of Partnership Interests for Class A Common Stock or the Cash Exchange Payment, as applicable, shall, to the extent permitted by law, be treated for U.S. federal income tax reporting purposes as a taxable exchange of the Holder’s Partnership Interests for Class A Common Stock or the Cash Exchange Payment, as applicable, and corresponding payments under the Continuing Limited Partners Tax Receivable Agreement.

(b) IPOco shall provide notice to each Holder eligible to Exchange Paired Interests on a Quarterly Exchange Date at least fourteen (14) days prior to the anticipated date of such Quarterly Exchange Date. A Holder shall exercise its right to effect an Exchange as set forth in Section 2.1(a) above by delivering to IPOco all certificates and instruments, if any, representing the Paired Interests that are being surrendered, together with a written election of exchange in respect of the Partnership Interests to be Exchanged substantially in the form of the Election of Exchange, duly executed by such Holder or such Holder’s duly authorized attorney, in each case delivered to IPOco at its address set forth in Section 4.2(a). IPOco shall provide notice to any exchanging Holder that delivers an Election of Exchange of its intention to consummate an Exchange through a Cash Exchange Payment on the first Business Date immediately following the receipt of such Election of Exchange by IPOco. Each Exchange shall be deemed to be effective immediately prior to the close of the business on the date on which the Election of Exchange is delivered to IPOco, IPOco shall cause the transfer agent and registrar to reflect the Exchange on its record, and, if IPOco does not elect a Cash Exchange Payment, the exchanging Holder shall be deemed to be a holder of Class A Common Stock from and after that time; provided, however, that if the Holder has specified that the Exchange shall be contingent upon the consummation of a purchase by another Person or effective upon a specified future date in accordance with Section 2.1(c), such Exchange shall be deemed to be effective immediately prior to the close of the business on the date on which such contingency is met or at such specified future date, as applicable, and, if IPOco does not elect a Cash Exchange Payment, the exchanging Holder shall be deemed to be a holder of Class A Common Stock from and after that time or date. As promptly as practicable following the Exchange Date, IPOco shall deliver or cause to be delivered to the exchanging Holder the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of such Holder, or the Cash Exchange Payment, as applicable.

(c) An Election of Exchange from a Holder may specify that the Exchange is to be (x) contingent (including as to the timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of shares of Class A Common Stock into which the Partnership Interests are exchangeable and/or (y) effective upon a specified future date.

(d) Notwithstanding anything herein to the contrary, a Holder may withdraw or amend an Election of Exchange, in whole or in part, at any time prior to the effectiveness of the Exchange by delivery of a written notice of withdrawal to IPOco and Holdings specifying (1) the number of withdrawn Paired Interests, (2) if any, the number of Paired Interests as to which the Election of Exchange remains in effect and (3) if the Holder so determines, revised timing or contingency of the Exchange or any other new or revised information permitted in the Election of Exchange.

 

5


(e) Subject to Section 2.3(c), the shares of Class A Common Stock issued upon an Exchange, other than any such shares issued in an Exchange subject to a registration statement, shall bear a legend in substantially the following form:

THE TRANSFER OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM.

(f) If (i) any shares of Class A Common Stock may be sold pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, (ii) all of the applicable conditions of Rule 144 under the Securities Act are met, or (iii) if a Holder otherwise requests removal of the legend, IPOco, upon the written request of the Holder thereof and, in the case of clauses (ii) and (iii), receipt of an opinion of counsel to such Holder reasonably acceptable to IPOco, shall take all necessary action promptly to remove such legend and, if the shares of Class A Common Stock are certificated, issue to such Holder new certificates evidencing such shares of Class A Common Stock without the legend and, if not certificated, shall provide any notice required by applicable law.

(g) Subject to Section 2.3 and the terms of the Registration Rights Agreement, IPOco and each exchanging Holder shall bear their own respective expenses in connection with the consummation of any Exchange by such Holder, whether or not any such Exchange is ultimately consummated; provided, however, that IPOco will pay any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided, further, that, subject to Section 2.3, if any shares of Class A Common Stock are to be delivered in a name other than that of the Holder that requested the Exchange or its Permitted Transferee (or The Depository Trust Company or its nominee for the account of a participant of The Depository Trust Company that will hold the shares for the account of such Holder or its Permitted Transferee), then such Holder and/or the Person in whose name such shares are to be delivered shall pay to IPOco the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of IPOco that such tax has been paid or is not payable.

(h) Notwithstanding anything to the contrary in this Article II, any Cash Exchange Payment or shares of Class A Common Stock delivered to a Holder upon an Exchange shall be adjusted to the extent that section 4.1(b) of the LP Agreement would result in an adjustment to a distribution that would otherwise be made to such Holder in respect of the Partnership Interests to be Exchanged upon a liquidation of Holdings (a “Liquidation Adjustment”). To the extent that the Liquidation Adjustment would result in an increase in the liquidating distribution that would be made by Holdings to such Holder (an “Excess Amount”), the consideration to be received for the Paired Interests tendered for Exchange by such Holder shall be increased by (i) in the event of a Cash Exchange Payment, an amount of cash equal to such Excess Amount, and (ii) in the event shares of Class A Common Stock are to be delivered to a Holder, a number of shares of Class A Common Stock equal to such Excess Amount divided by the Liquidation Adjustment Price. To the extent that the Liquidation Adjustment would result in a reduction in the liquidating distribution that would be made by Holdings to such Holder (a “Deficit Amount”), the consideration to be received for the Paired Interests tendered for Exchange by such Holder shall be decreased by (x) in the event of a Cash Exchange Payment, an amount of cash equal to such Deficit Amount and (y) in the event shares of Class A Common Stock are to be delivered to a Holder, a number of shares of Class A Common Stock equal to such Deficit Amount divided by the Liquidation Adjustment Price; provided, however, that if such Holder instead elects to make a contemporaneous cash contribution to Holdings equal to such Deficit Amount, there shall be no Deficit Amount with respect to such Holder for purposes of this Section 2.1(h).

 

6


(i) Notwithstanding anything to the contrary in this Article II, a Holder shall not be entitled to effect an Exchange (and, if attempted, any such Exchange shall be, to the fullest extent permitted by applicable law, void ab initio), and IPOco shall have the right to refuse to honor any request to effect an Exchange, at any time or during any period, if IPOco shall reasonably determine that such Exchange (i) would be prohibited by any applicable law or regulation (including the unavailability of any requisite registration statement filed under the Securities Act or any exemption from the registration requirements thereunder); provided, however, that this Section 2.1(i) shall not limit IPOco’s or Holdings’ obligations under Section 2.3(c), (ii) would pose a material risk that Holdings would be treated as a “publicly traded partnership” under section 7704 of the Code; provided, however, that an Exchange will not be prohibited on this basis so long as Holdings satisfies the “private placements” safe harbor under Section 1.7704-1(h) of the Treasury Regulations or (iii) would not be permitted under (x) the LP Agreement, (y) other agreements with IPOco or its Subsidiaries to which such Holder may be subject or (z) any written policies of IPOco or any of its Subsidiaries related to unlawful or inappropriate trading applicable to its directors, officers or other employees to which the Holder or its directors and officers are subject. Upon such determination, IPOco shall notify the Holder requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been effected. For the avoidance of doubt, Management Feeder shall not be entitled to effect an Exchange (and, if attempted, any such Exchange shall be, to the fullest extent permitted by applicable law, void ab initio), and IPOco shall have the right to refuse to honor any request to effect an Exchange, if such Exchange is made on behalf of holders of Management Feeder who are subject to an applicable lock-up agreement at the time of such Exchange.

(j) Notwithstanding anything to the contrary in this Article II, for any Exchange for which IPOco would otherwise be required to deliver a fraction of a share of Class A Common Stock pursuant to the terms of this Agreement, IPOco shall deliver to such Holder a cash amount equal to the market value of such fraction in lieu of delivering a fraction of a share of Class A Common Stock.

Section 2.2. Adjustment. The Exchange Rate and/or the components of a Paired Interest shall be adjusted accordingly if there is: (i) any subdivision (by any stock or partnership interest split, stock or partnership interest distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class B Common Stock or Partnership Interests that is not accompanied by a substantially equivalent subdivision or combination of the Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock that is not accompanied by a substantially equivalent subdivision or combination of the shares of Class B Common Stock and Partnership Interests. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such exchanging Holder would have received (including as a result of any election by such Holder, if afforded to all holders of Class A Common Stock) if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or

 

7


other similar transaction in which the shares of Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.2 shall continue to be applicable, with respect to such other security or property. To the fullest extent permitted by applicable law, this Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees, subject to Section 4.1. This Agreement shall apply to, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of IPOco or Holdings which may be issued in respect of, in exchange for or in substitution of shares of Class B Common Stock or Partnership Interests, as applicable, by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

Section 2.3. Class A Common Stock to be Issued; Class B Common Stock to be Cancelled.

(a) IPOco shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, the maximum number of shares of Class A Common Stock as may be deliverable upon the transfer and surrender of all then-outstanding Paired Interests; provided that nothing contained herein shall be construed to preclude IPOco from satisfying its obligations in respect of an Exchange, if IPOco does not elect a Cash Exchange Payment, by delivery of shares of Class A Common Stock that are held in the treasury of IPOco or held by any of its Subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of IPOco or held by any Subsidiary thereof). IPOco covenants that all shares of Class A Common Stock issued upon an Exchange will, upon delivery in accordance with this Agreement, be validly issued, fully paid and non-assessable.

(b) When a Paired Interest has been transferred and surrendered in accordance with this Agreement, the share of Class B Common Stock corresponding to such Paired Interest shall be immediately cancelled and retired by IPOco and such shares shall not be reissued and the Partnership Interest corresponding to such Paired Interest shall be held by IPOco and be outstanding.

(c) Subject to the terms of the Registration Rights Agreement, if IPOco does not elect a Cash Exchange Payment, IPOco covenants and agrees to deliver shares of Class A Common Stock, if requested, pursuant to an effective registration statement under the Securities Act with respect to any Exchange to the extent that a registration statement is effective and available for such shares. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Holders requesting such Exchange, IPOco shall use reasonable best efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. If IPOco does not elect a Cash Exchange Payment, IPOco shall use reasonable best efforts to list the Class A Common Stock required to be delivered upon Exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.

(d) IPOco agrees that it has taken all or will take such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and to be exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions from, or dispositions to, IPOco of equity securities of IPOco (including derivative securities with respect thereto) and any securities that may be deemed to be equity securities or derivative securities of IPOco for such purposes that result from the transactions contemplated by this Agreement, by each executive officer (including the corporate controller) or director of IPOco.

 

8


ARTICLE III

Section 3.1. Representations and Warranties of IPOco and of Holdings. Each of IPOco and Holdings represents and warrants that (i) it is a corporation or limited partnership duly incorporated or formed and is existing in good standing under the laws of Delaware, (ii) it has all requisite corporate or limited partnership power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and, in the case of IPOco, to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby (including without limitation, in the case of IPOco, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate or limited partnership action on its part and (iv) this Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

Section 3.2. Representations and Warranties of the Holders. Each Holder, severally and not jointly, represents and warrants that (i) if it is not a natural person, that it is duly incorporated or formed and, to the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, (ii) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii) if it is not a natural person, the execution and delivery of this Agreement by it and the performance of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such Holder and (iv) this Agreement constitutes a legal, valid and binding obligation of such Holder enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

ARTICLE IV

Section 4.1. Additional Holders; Transfers. To the extent a Holder validly transfers any or all of such Holder’s Paired Interests to another Person in a transaction in accordance with, and not in contravention of, the LP Agreement, the IPOco Charter, the Stockholders Agreement, the Continuing Limited Partners Tax Receivable Agreement, the Registration Rights Agreement or any lock-up agreement applicable to such Holder or such transferee (a “Permitted Transfer”), then such transferee (each, a “Permitted Transferee”) shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such Permitted Transferee shall become a Holder hereunder. To the extent Holdings issues Partnership Interests and IPOco issues Class B Common Stock to a Person in the future, then the holder of such Partnership Interests and Class B Common Stock shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such holder shall become a Holder hereunder. Notwithstanding anything herein to the contrary, to the extent that a Permitted Transferee becomes a Holder hereunder pursuant to this Section 4.1 as a result of a Permitted Transfer of Paired Interests to such Permitted Transferee from Management Feeder as the transferor, such Permitted Transferee shall not be entitled to Exchange Paired Interests pursuant to Section 2 hereunder for one Business Day following such Permitted Transfer.

Section 4.2. Addresses and Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 4.2):

 

9


(a)    If to IPOco, to:
   Core and Main, Inc.
   1830 Craig Park Court
   St. Louis, Missouri 63146
   E-mail: X
   Attention: General Counsel and Secretary
   with a copy (which shall not constitute notice) to:
   Debevoise and Plimpton LLP
   919 Third Avenue,
   New York, New York 10022
   E-mail: pmrodel@debevoise.com
   Attention: Paul M. Rodel, Esq.
(b)    If to Holdings, to:
   Core & Main Holdings, LP
   c/o Core and Main, Inc.
   1830 Craig Park Court
   St. Louis, Missouri 63146
   E-mail: X
   Attention: General Counsel and Secretary
   with a copy (which shall not constitute notice) to:
   Debevoise and Plimpton LLP
   919 Third Avenue,
   New York, New York 10022
   E-mail: pmrodel@debevoise.com
   Attention: Paul M. Rodel, Esq.
(c)    If to CD&R Waterworks Holdings, addressed to it at:
   CD&R Waterworks Holdings, L.P.
   c/o Clayton, Dubilier & Rice, LLC
   375 Park Ave., 18th Floor
   New York, New York 10152
   E-mail: X
   Attention: X
   and
   with a copy (which shall not constitute notice) to:
   Debevoise and Plimpton LLP
   919 Third Avenue,
   New York, New York 10022
   E-mail: pmrodel@debevoise.com
   Attention: Paul M. Rodel, Esq.

 

10


(d)    If to Management Feeder, addressed to it at:
   Core & Main Management Feeder, LLC
   c/o Core and Main, Inc.
   1830 Craig Park Court
   St. Louis, Missouri 63146
   E-mail: X
   Attention: General Counsel and Secretary
   and
   with a copy (which shall not constitute notice) to:
   Debevoise and Plimpton LLP
   919 Third Avenue,
   New York, New York 10022
   E-mail: pmrodel@debevoise.com
   Attention: Paul M. Rodel, Esq.

(e) If to any Holder other than the Continuing Limited Partners, to the address and other contact information set forth in the records of IPOco or Holdings from time to time.

Section 4.3. Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 4.4. Binding Effect. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 4.5. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 4.6. Amendment. The provisions of this Agreement may be amended only by the affirmative vote or written consent of each of (i) IPOco, (ii) Holdings, (iii) the Continuing Limited Partners and (iv) the Holders of Partnership Interests holding a majority of the then outstanding Partnership Interests (excluding all Partnership Interests held by IPOco), except that any amendment materially detrimental to any Holder shall require the written consent of such Holder.

Section 4.7. Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

 

11


Section 4.8. Submission to Jurisdiction; Waiver of Jury Trial.

(a) The parties irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the state of Delaware in connection with any action relating to this Agreement and each party agrees (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of such agent, and (ii) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. Any action against any party relating to the foregoing shall be brought in the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any action, to the exclusive jurisdiction of the Superior Court of the State of Delaware (Complex Commercial Division) or, if the subject matter jurisdiction over the action is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware), and any appellate courts of any thereof. To the extent not prohibited by applicable law, each party hereto waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in the above-named courts, any claim that such party is not subject personally to the jurisdiction of such courts, that such party’s property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Agreement or the subject matter thereof, may not be enforced in or by such courts.

(b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.8(b) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.8(b) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Section 4.9. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or by e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, by e-mail delivery of a “.pdf” format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 4.9.

 

12


Section 4.10. Tax Treatment; Tax Withholding.

(a) For U.S. federal income tax purposes only, this Agreement shall be treated as part of the LP Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder. As required by the Code and the Treasury Regulations, the parties shall report any Exchange consummated hereunder as a taxable sale of the Partnership Interests and shares of Class B Common Stock by a Holder to IPOco, and no party shall take a contrary position on any income tax return, amendment thereof or any communication with a taxing authority unless an alternate position is permitted under the Code and Treasury Regulations and IPOco consents in writing.

(b) IPOco shall be entitled to deduct and withhold or cause to be deducted and withheld from any payment payable (or property deliverable) pursuant to this Agreement to a Holder such amounts (including Class A Common Stock with a fair market value equal to the amount of the applicable deduction or withholding, determined in accordance with the principles set forth in the definition of Liquidation Adjustment Price) as IPOco determines in good faith it is required to deduct and withhold with respect to the making of such payment (or delivery of such property) under the Code or any provision of state, local or foreign tax law; provided, however, that IPOco may, in its sole discretion, allow a Holder to pay amounts owed on an Exchange in cash in lieu of IPOco’s withholding or deducting such amounts (or property); provided, further, that prior to deducting or withholding any such amounts, IPOco shall notify the applicable Holder and shall consult in good faith with such Holder regarding the basis for such deduction or withholding. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by IPOco, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Holder.

Section 4.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, to the fullest extent permitted by applicable law, the parties shall be entitled to specific performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 4.12. Independent Nature of Holders’ Rights and Obligations. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under hereunder. The decision of each Holder to enter into to this Agreement has been made by such Holder independently of any other Holder. Nothing contained herein, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby.

Section 4.13. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and (b) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708.

[Signature Pages Follow]

 

13


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first set forth above.

 

CORE & MAIN, INC.
By:    
  Name: Stephen O. LeClair
  Title: Chief Executive Officer
CORE & MAIN HOLDINGS, LP
By:    
  Name: Stephen O. LeClair
  Title: Chief Executive Officer
CD&R WATERWORKS HOLDINGS, L.P.
By: CD&R Waterworks Holdings GP, Ltd., its general partner
By:    
  Name: Rima Simson
  Title: Vice President, Treasurer and Assistant Secretary
CORE & MAIN MANAGEMENT FEEDER, LLC
By:    
  Name: Mark R. Witkowski
  Title: [Vice President]

[Signature Page to Exchange Agreement]


EXHIBIT A

[FORM OF]

ELECTION OF EXCHANGE

Core & Main, Inc.

1830 Craig Park Court

St. Louis, Missouri 63146

Attention: General Counsel and Secretary

Core & Main Holdings, LP

Core & Main, Inc.

1830 Craig Park Court

St. Louis, Missouri 63146

Attention: General Counsel and Secretary

Reference is hereby made to the Exchange Agreement, dated as of [                ] (the “Exchange Agreement”), among Core & Main, Inc., a Delaware corporation, Core & Main Holdings, LP, a Delaware limited partnership, and the holders of Paired Interests (as defined therein) from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

The undersigned Holder hereby transfers and surrenders to IPOco the number of Paired Interests set forth below, for purposes of (a) the cancellation of Class B Common Stock and (b) an Exchange of Partnership Interests for a Cash Exchange Payment to the account set forth below or for shares of Class A Common Stock to be issued in its name as set forth below, in accordance with the terms of the Exchange Agreement.

Legal Name of Holder:                                                                                                                                                                     

Address:                                                                                                                                                                                              

Number of Paired Interests to be Transferred:                                                                                                                                  

Conditions of Exchange (if any):                                                                                                                                                       

Cash Exchange Payment Instructions (if applicable):                                                                                                                       

The undersigned hereby represents and warrants that (i) the undersigned has full legal capacity to execute and deliver this Election of Exchange and to perform the undersigned’s obligations hereunder; (ii) this Election of Exchange has been duly executed and delivered by the undersigned and is the legal, valid and binding obligation of the undersigned enforceable against it in accordance with the terms thereof or hereof, as the case may be, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the availability of equitable remedies; (iii) the shares of Class B Common Stock and Partnership Interests subject to this Election of Exchange are being transferred to IPOco free and clear of any pledge, lien, security interest, encumbrance, equities or claim; and (iv) no consent, approval, authorization, order, registration or qualification of any third party or with any court or governmental agency or body having jurisdiction over the undersigned or the shares of Class B Common Stock or the Partnership Interests subject to this Election of Exchange is required to be obtained by the undersigned for the transfer of such shares of Class B Common Stock or Partnership Interests to IPOco.


The undersigned hereby irrevocably constitutes and appoints any officer of IPOco as the attorney of the undersigned, with full power of substitution and resubstitution in the premises, to do any and all things and to take any and all actions that may be necessary to transfer to IPOco the shares of Class B Common Stock and Partnership Interests subject to this Election of Exchange and to deliver to the undersigned the shares of Class A Common Stock or the Cash Exchange Payment to be delivered in Exchange therefor. Such appointment shall be coupled with an interest.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Election of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.

 

 
Name:
 
Dated:


EXHIBIT B

[FORM OF]

JOINDER AGREEMENT

This Joinder Agreement (“Joinder Agreement”) is a joinder to the Exchange Agreement, dated as of [            ] (the “Agreement”), among Core & Main, Inc., a Delaware corporation (the “IPOco”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and the holders of Partnership Interests (as defined therein) from time to time party thereto. Capitalized terms used but not defined in this Joinder Agreement shall have their meanings given to them in the Agreement. This Joinder Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. In the event of any conflict between this Joinder Agreement and the Agreement, the terms of this Joinder Agreement shall control.

The undersigned, having acquired shares of Class B Common Stock and Partnership Interests, hereby joins and enters into the Agreement. By signing and returning this Joinder Agreement to IPOco, the undersigned (i) accepts and agrees to be bound by and subject to all of the terms and conditions of and agreements of a Holder contained in the Agreement, with all attendant rights, duties and obligations of a Holder thereunder and (ii) makes each of the representations and warranties of a Holder set forth in Section 3.2 of the Agreement as fully as if such representations and warranties were set forth herein. The parties to the Agreement shall treat the execution and delivery hereof by the undersigned as the execution and delivery of the Agreement by the undersigned and, upon receipt of this Joinder Agreement by IPOco and by Holdings, the signature of the undersigned set forth below shall constitute a counterpart signature to the signature page of the Agreement.

 

Name:                                                                                                                 
Address for Notices:      With copies to:                            
           
           
           
EX-10.5 7 d70382dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

FORM OF

TAX RECEIVABLE AGREEMENT

among

CORE & MAIN, INC.,

CORE & MAIN HOLDINGS, LP

and

EACH STOCKHOLDER OF

CORE & MAIN, INC. LISTED ON ANNEX A

Dated as of


ARTICLE I. DEFINITIONS

     1  

1.1.

   Definitions      1  

1.2.

   Terms Generally      12  

ARTICLE II. DETERMINATION OF CERTAIN REALIZED TAX BENEFITS

     13  

2.1.

   Tax Benefit Schedule      13  

2.2.

   Procedure, Amendments      15  

2.3.

   Consistency with Tax Returns      16  

ARTICLE III. TAX BENEFIT PAYMENTS

     16  

3.1.

   Payments      16  

3.2.

   Duplicative Payments      17  

3.3.

   Pro Rata Payments; Coordination of Benefits      17  

ARTICLE IV. TERMINATION

     18  

4.1.

   Early Termination, Change in Control and Breach of Agreement      18  

4.2.

   Early Termination Notice      20  

4.3.

   Payment upon Early Termination      21  

ARTICLE V. SUBORDINATION AND LATE PAYMENTS

     22  

5.1.

   Subordination      22  

5.2.

   Late Payments by Corporate Taxpayer      22  

ARTICLE VI. NO DISPUTES; CONSISTENCY; COOPERATION

     22  

6.1.

   Participation in Corporate Taxpayer’s and Holdings’ Tax Matters      22  

6.2.

   Consistency      23  

6.3.

   Cooperation      23  

ARTICLE VII. MISCELLANEOUS

     23  

7.1.

   Notices      23  

7.2.

   Counterparts      24  

7.3.

   Entire Agreement; Third Party Beneficiaries      25  

7.4.

   Severability      25  

7.5.

   Successors; Assignment; Amendments; Waivers      25  

7.6.

   Titles and Subtitles      26  

7.7.

   Governing Law; Jurisdiction; Waiver of Jury Trial      26  

7.8.

   Reconciliation      27  

 

i


7.9.

   Withholding      28  

7.10.

   Admission of Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets      28  

7.11.

   Confidentiality      29  

7.12.

   Change in Law      30  

7.13.

   Independent Nature of Exchanged Owners’ Rights and Obligations      30  

 

ii


This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of [•]and effective upon the consummation of the Reorganization Transactions (as defined in the Reorganization Agreement (as defined below)) and prior to the IPO Closing (as defined below), is hereby entered into by and among Core & Main, Inc., a Delaware corporation (“Corporate Taxpayer”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), each stockholder of Corporate Taxpayer listed on Annex A (each an “Exchanged Owner”, and, for the avoidance of doubt, such term shall include former Exchanged Owners entitled to current or future payments pursuant to this Agreement), and each of the successors and assigns thereto.

RECITALS

WHEREAS, each Exchanged Owner indirectly holds limited partnership interests in Holdings (the “Partnership Interests”), which is classified as a partnership for U.S. federal income tax purposes;

WHEREAS, in connection with the initial public offering of Class A Common Stock (as defined below) of Corporate Taxpayer (the “IPO”), Holdings, and certain of its direct and indirect owners, will, pursuant to the Reorganization Agreement, enter into a series of transactions to reorganize the ownership interests in Holdings;

WHEREAS, Corporate Taxpayer will be the general partner of Holdings on or about the date of the IPO Closing (as defined below), and holds or will hold on or about the date of the IPO Closing, directly or indirectly, Partnership Interests;

WHEREAS, each Exchanged Owner acquired or will acquire stock in Corporate Taxpayer as a result of a Merger (as defined below);

WHEREAS, the income, gain, loss, deduction and other Tax (as defined below) items of Corporate Taxpayer and its consolidated Subsidiaries may be affected by (i) the Exchanged Owner Basis (as defined below), (ii) any Interest Amount (as defined below) paid, (iii) the Imputed Interest (as defined below), (iv) the Pre-Merger Tax Attributes (as defined below), and (v) the Continuing Limited Partners Tax Receivable Agreement Items (as defined below);

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

1.1. Definitions. As used in this Agreement, the terms set forth in this ARTICLE I shall have the following meanings.

Acquisition Agreement” has the meaning set forth in the Preamble of this Agreement.

 

1


Advisory Firm” means any accounting firm or any law firm that, in either case, is nationally recognized as being expert in tax matters.

Affiliate” means, with respect to any specified Person, any Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the specified Person.

Agreed Rate” means LIBOR plus 100 basis points.

Agreement” has the meaning set forth in the Preamble of this Agreement.

Amended Schedule” has the meaning set forth in Section 2.2(b) of this Agreement.

Blended Rate” means, with respect to any taxable year, the sum of the effective rates of tax imposed on the aggregate net income of Corporate Taxpayer in each state or local jurisdiction in which Corporate Taxpayer files Tax Returns for such taxable year, with the maximum effective rate in any state or local jurisdiction being equal to the product of: (i) the apportionment factor on the income or franchise Tax Return filed by Corporate Taxpayer in such jurisdiction for such taxable year, and (ii) the maximum applicable corporate tax rate in effect in such jurisdiction in such taxable year. As an illustration of the calculation of Blended Rate for a taxable year, if Corporate Taxpayer solely files Tax Returns in State 1 and State 2 in a taxable year, the maximum applicable corporate tax rates in effect in such states in such taxable year are 6.5% and 5.5%, respectively, and the apportionment factors for such states in such taxable year are 55% and 45%, respectively, then the Blended Rate for such taxable year is equal to 6.05% (i.e., 6.5% times 55% plus 5.5% times 45%).

Board” means the Board of Directors of Corporate Taxpayer.

Business Day” means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in New York are closed.

CD&R Representative” means Clayton, Dubilier & Rice, LLC or its designated successor.

A “Change in Control” shall be deemed to have occurred upon:

 

  (i)

the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of Corporate Taxpayer’s assets (determined on a consolidated basis) to any “person” or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) other than to any Subsidiary of Corporate Taxpayer; provided, that, for clarity and notwithstanding anything to the contrary, neither the approval of nor consummation of a transaction treated for U.S. federal income tax purposes as a liquidation into Corporate Taxpayer of its consolidated Subsidiaries or merger of such entities into one another or Corporate Taxpayer will constitute a “Change in Control”;

 

2


  (ii)

the merger or consolidation of Corporate Taxpayer with any other person, other than a merger or consolidation where both (A) such merger or consolidation would result in the Voting Securities of Corporate Taxpayer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) more than 50% of the total voting power represented by the Voting Securities of Corporate Taxpayer or such surviving entity outstanding immediately after such merger or consolidation and (B) the Board immediately prior to the merger or consolidation constitutes at least a majority of the board of directors or Corporate Taxpayer or such surviving entity;

 

  (iii)

the shareholders of Corporate Taxpayer approve a plan of complete liquidation or dissolution of Corporate Taxpayer;

 

  (iv)

the acquisition, directly or indirectly, by any “person” or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) (other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of Corporate Taxpayer; (b) a corporation or other entity owned, directly or indirectly, by the stockholders of Corporate Taxpayer in substantially the same proportions as their ownership of stock of Corporate Taxpayer; or (c) Affiliates of Clayton, Dubilier & Rice Fund X, L.P.) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate voting power of the Voting Securities of Corporate Taxpayer; or

 

  (v)

the following individuals cease for any reason to constitute a majority of the number of directors of Corporate Taxpayer then serving: individuals who, at the IPO Closing, constitute the Board and any new director whose appointment or election by the Board or nomination for election by Corporate Taxpayer’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the IPO Closing or whose appointment, election or nomination for election was previously so approved or recommended by the directors referred to in this clause (v).

Class A Common Stock” means the Class A common stock, par value $0.01 per share, of Corporate Taxpayer, having the rights to be set forth in the Amended and Restated Certificate of Incorporation.

Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.

 

3


Continuing Limited Partners Tax Receivable Agreement” means the Tax Receivable Agreement entered into as of the date hereof by and among Corporate Taxpayer, Holdings, and certain limited partners of Holdings, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

Continuing Limited Partners Tax Receivable Agreement Items” means “Basis Adjustment” and “Common Basis” as defined in the Continuing Limited Partners Tax Receivable Agreement.

Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract or otherwise.

Corporate Taxpayer” has the meaning set forth in the Preamble of this Agreement and includes any predecessor entities.

Corporate Taxpayer Return” means the federal, state or local Tax Return, as applicable, of Corporate Taxpayer or any consolidated Subsidiary of Corporate Taxpayer (or any Tax Return filed for a consolidated, affiliated, combined or unitary group of which Corporate Taxpayer or any consolidated Subsidiary of Corporate Taxpayer is a member) filed with respect to Taxes of any taxable year.

Cumulative Net Realized Tax Benefit” means for a taxable year the cumulative amount of Realized Tax Benefits for all taxable years or portions thereof of (i) Corporate Taxpayer, (ii) its consolidated Subsidiaries, and (iii) without duplication, Holdings and its Subsidiaries, up to and including such taxable year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each taxable year or portion thereof shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination. If a Cumulative Net Realized Tax Benefit is being calculated with respect to a portion of a taxable year, then calculations of the Cumulative Net Realized Tax Benefit (including determinations relating to Exchanged Owner Basis, Pre-Merger Tax Attributes, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest to the extent applicable) shall be made as if there were an interim closing of the books of the relevant entity and its Subsidiaries and the taxable year had closed on the relevant date.

Default Rate” means LIBOR plus 500 basis points.

Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state and local tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

 

4


Early Termination Effective Date” has the meaning set forth in Section 4.2 of this Agreement.

Early Termination Notice” has the meaning set forth in Section 4.2 of this Agreement.

Early Termination Payment” has the meaning set forth in Section 4.3(b) of this Agreement.

Early Termination Rate” means LIBOR plus 100 basis points.

Early Termination Schedule” has the meaning set forth in Section 4.2 of this Agreement.

Exchange” has the meaning set forth in the Continuing Limited Partners Tax Receivable Agreement.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Exchange Agreement” means the Exchange Agreement entered into by and among Corporate Taxpayer, Holdings, and certain holders of Partnership Interests, dated on or about the date hereof, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

Exchanged Owner” has the meaning set forth in the Recitals of this Agreement..

Exchanged Owner Basis” means, without duplication, IPO Basis and Transferred Basis.

Exchange Owner Schedule” has the meaning set forth in Section 2.1(c) of this Agreement.

Expert” has the meaning set forth in Section 7.8 of this Agreement.

Hypothetical Federal Tax Liability” means, with respect to any taxable year or portion thereof, the liability for U.S. federal income Taxes for such taxable year or portion thereof of (i) Corporate Taxpayer, (ii) its consolidated Subsidiaries and (iii) without duplication, Holdings, but only with respect to Corporate Taxpayer and its consolidated Subsidiaries’ pro rata shares of the U.S. federal income Tax liability of Holdings and its Subsidiaries for such taxable year or portion thereof, in each case using the same methods, elections, conventions and similar practices used on the relevant federal Corporate Taxpayer Return but (a) using the Non-Stepped Up Tax Basis, (b) excluding any deduction attributable to Imputed Interest for the taxable year, (c) excluding any deduction attributable to Continuing Limited Partners Tax Receivable Agreement Items, (d) without taking into account Pre-Merger Tax Attributes and (e) deducting the Hypothetical Other Tax Liability (in lieu of any

 

5


amount for state or local tax liabilities, and only if such a deduction in respect of state and local tax liabilities is available with respect to the applicable taxable year or portion thereof). For the avoidance of doubt, the Hypothetical Federal Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to or available as a result of any Exchanged Owner Basis, Pre-Merger Tax Attributes, Continuing Limited Partners Tax Receivable Agreement Items, Imputed Interest or any deduction in respect of the Hypothetical Other Tax Liability, as applicable. If a Hypothetical Federal Tax Liability is being calculated with respect to a portion of a taxable year, then calculations of the Hypothetical Federal Tax Liability (including determinations relating to Exchanged Owner Basis, Pre-Merger Tax Attributes, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest to the extent applicable) shall be made as if there were an interim closing of the books of the relevant entity and its Subsidiaries and the taxable year had closed on the relevant date.

Hypothetical Other Tax Liability” means, with respect to any taxable year or portion thereof, the U.S. federal taxable income determined in connection with calculating the Hypothetical Federal Tax Liability for such Taxable Year (determined without regard to clause (e) thereof) multiplied by the Blended Rate for such taxable year.

Hypothetical Tax Liability” means, with respect to any taxable year, the Hypothetical Federal Tax Liability for such taxable year, plus the Hypothetical Other Tax Liability for such taxable year.

Imputed Interest” means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state and local tax law with respect to Corporate Taxpayer’s payment obligations under this Agreement or the Continuing Limited Partners Tax Receivable Agreement.

Initial Debt Documents” has the meaning set forth in Section 4.1(b) of this Agreement.

Interest Amount” has the meaning set forth in Section 3.1(b) of this Agreement.

IPO” has the meaning set forth in the Recitals of this Agreement.

IPO Basis” means the Tax basis of the Reference Assets that are depreciable or amortizable for U.S. federal income tax purposes in respect of which Corporate Taxpayer may be entitled to the tax benefits or deductions as a result of Corporate Taxpayer’s acquisition of Partnership Interests with the net proceeds from the IPO, in a percentage equal to the percentage of Partnership Interests held by the Exchanged Owners immediately prior to the Reorganization.

 

6


IPO Closing” means the closing of the sale of the shares of Class A Common Stock in the IPO (without giving effect to any exercise of the underwriters’ option to acquire additional shares of Class A Common Stock).

LIBOR” means during any period, an interest rate per annum equal to the one-year LIBOR reported, on the date two days prior to the first day of such period, on the Reuters Screen page “LIBOR01” (or if such screen shall cease to be publicly available, as reported by any other publicly available source of such market rate) for London interbank offered rates for U.S. dollar deposits for such period. If Corporate Taxpayer has made the determination (such determination to be conclusive absent manifest error) that (i) LIBOR is no longer a widely recognized benchmark rate for newly originated loans in the U.S. loan market in U.S. dollars or (ii) the applicable supervisor or administrator (if any) of LIBOR has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans in the U.S. loan market in U.S. dollars, then Corporate Taxpayer shall (as determined by Corporate Taxpayer to be consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace LIBOR for all purposes under this Agreement. In connection with the establishment and application of the Replacement Rate, this Agreement shall be amended solely with the consent of Corporate Taxpayer and Holdings, as may be necessary or appropriate, in the reasonable judgment of Corporate Taxpayer, to effect the provisions of this Section. The Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for Corporate Taxpayer, such Replacement Rate shall be applied as otherwise reasonably determined by Corporate Taxpayer.

Limited Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

Market Value” shall mean the closing price per share of the Class A Common Stock on the applicable determination date on the national securities exchange or interdealer quotation system on which such Class A Common Stock is then traded or listed, as reported by the Wall Street Journal (or other mutually acceptable electronic or print publication); provided, that if the closing price is not reported by the Wall Street Journal (or such other mutually acceptable electronic or print publication) for the applicable determination date, then the “Market Value” shall mean the closing price of the Class A Common Stock on the Business Day immediately preceding such determination date on the national securities exchange or interdealer quotation system on which such Class A Common Stock is then traded or listed, as reported by the Wall Street Journal (or such other mutually acceptable electronic or print publication); provided further, that if the Class A Common Stock is not then listed on a national securities exchange or interdealer quotation system, “Market Value” shall mean the fair market value of the Class A Common Stock on the applicable determination date, as determined by the Board in good faith.

 

7


Member of the Immediate Family” means, with respect to any Person who is an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.

Merger” means the merger of any person in connection with the Reorganization Transactions with and into Corporate Taxpayer or any of its consolidated subsidiaries through which Corporate Taxpayer or any of its consolidated Subsidiaries acquired Partnership Interests from a person (other than Corporate Taxpayer or any of its consolidated Subsidiaries) who held a direct or indirect interest in Holdings.

Merger Date” means the date of any Merger.

Net Tax Benefit” means for any taxable year the amount equal to 85% of the sum of (i) the Cumulative Net Realized Tax Benefit, if any, as of the end of such taxable year (or portion thereof) and (ii) any Tax Refunds received by Corporate Tax Payer in the relevant taxable year.

Non-Stepped Up Tax Basis” means, with respect to any Reference Asset at any time, the Tax basis that such asset would have had at such time if the Exchanged Owner Basis were equal to zero.

Objection Notice” has the meaning set forth in Section 2.2(a) of this Agreement.

Partnership Interest Holders” has the meaning set forth in the Continuing Limited Partners Tax Receivable Agreement.

Partnership Interests” has the meaning set forth in the Recitals of this Agreement.

Payment Date” means any date on which a payment is required to be made pursuant to this Agreement.

Person” means an individual, a partnership (including a limited partnership), a corporation, a limited liability company, an association, a joint stock company, a trust, an unincorporated organization, association, or other entity or a governmental entity.

Pre-Merger Tax Attributes” means, without duplication, the net operating losses, capital losses, research and development credits, excess Section 163(j) limitations carryforwards, charitable deductions, foreign Tax credits and any Tax attributes subject to carryforward under Section 381 of the Code that Corporate Taxpayer may be entitled to utilize as a result of the Mergers that relate to periods (or portions thereof) prior to the applicable Merger. Notwithstanding the foregoing, the term “Pre-Merger Tax Attributes” shall not include any Tax attribute of any Person merged into Corporate Taxpayer in connection with a Merger that is used to offset Taxes of such Person attributable to a taxable period (or portion thereof) ending on or prior to the date of such Merger.

 

8


Realized Tax Benefit” means, for a taxable year (or portion thereof), the excess, if any, of the Hypothetical Tax Liability for such taxable year (or portion thereof) over (x) the actual liability for Taxes for such taxable year (or portion thereof) of (i) Corporate Taxpayer, (ii) its consolidated Subsidiaries, and (iii) without duplication, Holdings and its Subsidiaries, but only with respect to Corporate Taxpayer and its consolidated Subsidiaries’ pro rata shares of the Tax liability of Holdings and its Subsidiaries for such taxable year (or portion thereof) plus (y) any amounts included in the definition of Tax Refunds that are required to be repaid to the applicable Taxing Authority. If all or a portion of the actual liability for such Taxes for the taxable year arises as a result of an audit by a Taxing Authority of any taxable year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination. If an “actual liability” for Taxes is being calculated with respect to a portion of a taxable year, then calculations of such actual liability (including determinations relating to Exchanged Owner Basis, Pre-Merger Tax Attributes, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest to the extent applicable) shall be made as if there were an interim closing of the books of the relevant entity and its Subsidiaries and the taxable year had closed on the relevant date.

Realized Tax Detriment” means, for a taxable year (or portion thereof), (x) the excess, if any, of the actual liability for Taxes for such taxable year (or portion thereof) of (i) Corporate Taxpayer, (ii) its consolidated Subsidiaries, and (iii) without duplication, Holdings and its Subsidiaries, but only with respect to Corporate Taxpayer and its consolidated Subsidiaries’ pro rata shares of the Tax liability of Holdings and its Subsidiaries for such taxable year (or portion thereof) plus (y) any amounts included in the definition of Tax Refunds that are required to be repaid to the applicable Taxing Authority over the Hypothetical Tax Liability for such taxable year (or portion thereof). If all or a portion of the actual liability for such Taxes for the taxable year arises as a result of an audit by a Taxing Authority of any taxable year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination. If an “actual liability” for Taxes is being calculated with respect to a portion of a taxable year, then calculations of such actual liability (including determinations relating to Exchanged Owner Basis, Pre-Merger Tax Attributes, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest to the extent applicable) shall be made as if there were an interim closing of the books of the relevant entity and its Subsidiaries and the taxable year had closed on the relevant date.

Reconciliation Dispute” has the meaning set forth in Section 7.8 of this Agreement.

Reconciliation Procedures” has the meaning set forth in Section 2.2(a) of this Agreement.

 

9


Reference Asset” means (a) with respect to any Merger, an asset that was held by Holdings or by any of its Subsidiaries treated as a partnership or disregarded entity for purposes of the applicable Tax, at the time of such Merger and (b) any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.

Reorganization Agreement” means that certain Master Reorganization Agreement dated as of [•] , 2021 by and among Corporate Taxpayer, Holdings, CD&R Associates X Waterworks, L.P., CD&R Waterworks Holdings GP, Ltd., CD&R WW Holdings, L.P., CD&R Waterworks Holdings, L.P., Core & Main Management Feeder, LLC, Core & Main GP, LLC, CD&R Plumb Buyer, LLC, CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P., CD&R WW Holdings, LLC, CD&R WW, LLC, CD&R WW Advisor, LLC, Brooks Merger Sub 1, Inc. and Brooks Merger Sub 2, Inc.

Schedule” means any of the following: (i) a Tax Benefit Schedule, or (ii) the Early Termination Schedule, and, in each case, any amendments thereto.

Senior Obligations” has the meaning set forth in Section 5.1 of this Agreement.

Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall control the management of any such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries.

Tax Benefit Payment” has the meaning set forth in Section 3.1(b) of this Agreement.

Tax Benefit Schedule” has the meaning set forth in Section 2.1(a) of this Agreement.

 

10


Tax Refunds” means refunds of Taxes actually received by Corporate Taxpayer (net of any Taxes imposed with respect thereto and other out-of-pocket costs or expenses incurred by Corporate Taxpayer in connection with such refunds) as a result of a Merger in respect of Taxes for a taxable period prior to the applicable Merger to the extent such refunds do not result from the use of Corporate Taxpayer’s Tax assets attributable to a taxable period after such Merger. “Tax Return” means any return, declaration, election, report or similar statement filed or required to be filed with a Taxing Authority with respect to Taxes (including any attached schedules), including any information return, claim for refund, declaration of estimated Tax, and amendments of any of the foregoing.

Taxes” means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.

Taxing Authority” shall mean any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

Transferred Basis” means the tax basis of the Reference Assets that are depreciable or amortizable for United States federal income tax purposes, including the adjustment to such tax basis of a Reference Asset under Sections 732, 755 and 1012 of the Code and the Treasury Regulations promulgated thereunder (in situations where, following an Exchange, a Merger, or a merger or liquidation of Corporate Taxpayer’s consolidated Subsidiaries, Holdings becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes) or under Sections 743(b), 754 and 755 of the Code and the Treasury Regulations promulgated thereunder (in situations where, following an Exchange, a Merger, or a merger or liquidation of Corporate Taxpayer’s consolidated Subsidiaries, Holdings is not an entity that is disregarded as separate from its owner for U.S. federal income tax purposes) and, in each case, comparable sections of state and local tax laws, in each case in respect of which Corporate Taxpayer may be entitled to the tax benefits or deductions as a result of a Merger.

Treasury Regulations” means the final, temporary and (to the extent they can be relied upon) proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

Valuation Assumptions” shall mean, as of an Early Termination Date, the assumptions that (1) in each taxable year ending on or after such Early Termination Date, Corporate Taxpayer and its consolidated Subsidiaries will have taxable income sufficient to fully use the tax items arising from the Exchanged Owner Basis, Pre-Merger Tax Attributes, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest during such taxable year (including, for the avoidance of doubt, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest

 

11


that would result from post-Early Termination Date Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal, state and local income tax rates (and, if applicable, foreign income tax rates) that will be in effect for each such taxable year will be those specified for each such taxable year by the Code and other law as in effect on the Early Termination Date (but taking into account for the applicable taxable years adjustments to the tax rates that have been enacted as of the Early Termination Date with a delayed effective date), (3) any Pre-Merger Tax Attributes and any loss carryovers generated by the Exchanged Owner Basis, Continuing Limited Partners Tax Receivable Agreement Items or Imputed Interest, in each case that are available as of the Early Termination Date will be used by Corporate Taxpayer on a pro rata basis from the Early Termination Date through the earlier of the scheduled expiration date of such loss carryovers and the fifth (5th) anniversary of the Early Termination Date, (4) any non-amortizable assets (other than stock of Corporate Taxpayer’s consolidated Subsidiaries with which Corporate Taxpayer files a consolidated return) will be disposed of in a taxable sale on the fifteenth anniversary of the IPO Date for an amount sufficient to use fully the Exchanged Owner Basis with respect to such assets and any short-term investments (including cash equivalents) will be disposed of 12 months following the Early Termination Date; provided that, in the event of a Change in Control which includes a taxable sale of any relevant asset, such non-amortizable assets shall be deemed disposed of at the time of the Change in Control (if earlier than such fifteenth anniversary), (5) if, on the Early Termination Date, a Partnership Interest Holder has Partnership Interests that have not been Exchanged, then each such Partnership Interest shall be deemed to be Exchanged for the Market Value of the Class A Common Stock on the Early Termination Date, and such Partnership Interest Holder shall be deemed to receive the amount of cash such Partnership Interest Holder would have been entitled to pursuant to the Continuing Limited Partners Tax Receivable Agreement had such Partnership Interests actually been Exchanged on the Early Termination Date, determined using the Valuation Assumptions and (6) any payment obligations pursuant to this Agreement will be satisfied on the date that any Tax Return to which such payment obligation relates is required to be filed excluding any extensions.

Voting Securities” shall mean any securities of Corporate Taxpayer which are entitled to vote generally on matters submitted for a vote of Corporate Taxpayer’s stockholders or generally in the election of the Board.

1.2. Terms Generally. In this Agreement, unless otherwise specified or where the context otherwise requires:

(a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement;

(b) words importing any gender shall include other genders;

 

12


(c) words importing the singular only shall include the plural and vice versa;

(d) the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation”;

(e) the words “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;

(f) references to “Articles”, “Exhibits”, “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement;

(g) references to any Person include the successors and permitted assigns of such Person;

(h) the use of the words “or”, “either” and “any” shall not be exclusive;

(i) the word “or” shall be construed to be used in the inclusive sense of “and/or”;

(j) wherever a conflict exists between this Agreement and any other agreement among parties hereto, this Agreement shall control but solely to the extent of such conflict;

(k) references to “$” or “dollars” means the lawful currency of the United States of America;

(l) references to any agreement, contract or schedule, unless otherwise stated, are to such agreement, contract or schedule as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; and

(m) the parties hereto have participated collectively in the negotiation and drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, it is the intention of the parties that this Agreement shall be construed as if drafted collectively by the parties hereto, and that no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement.

ARTICLE II.

DETERMINATION OF CERTAIN REALIZED TAX BENEFITS

2.1. Tax Benefit Schedule.

(a) Tax Benefit Schedule. Within one hundred and twenty (120) calendar days after the due date (taking into account valid extensions) of the U.S. federal income Tax Return of Corporate Taxpayer (or its consolidated Subsidiaries, as applicable) for any taxable year in which there is a Realized Tax Benefit or Realized

 

13


Tax Detriment or in which a Tax Refund was received, Corporate Taxpayer shall provide to the CD&R Representative a schedule showing in reasonable detail the amount of any Tax Refund received in such taxable year and the calculation of the Realized Tax Benefit or Realized Tax Detriment for such taxable year and any Tax Benefit Payment in respect of each Exchanged Owner (a “Tax Benefit Schedule”). The Tax Benefit Schedules provided by Corporate Taxpayer will become final as provided in Section 2.2(a) and may be amended as provided in Section 2.2(b).

(b) Applicable Principles. If for whatever reason Corporate Taxpayer does not receive Exchanged Owner Basis with respect to a Reference Asset but Corporate Taxpayer is provided with a similar tax basis under another section of the Code, then the principles of and computation of payments pursuant to this Agreement shall apply mutatis mutandis to such tax basis. Subject to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each taxable year is intended to measure the decrease or increase in the actual liability for Taxes of Corporate Taxpayer and its consolidated Subsidiaries (and Holdings and its Subsidiaries, as applicable and without duplication) for such taxable year (or portion thereof) attributable to the Exchanged Owner Basis, Pre-Merger Tax Attributes, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes of Corporate Taxpayer and its consolidated Subsidiaries (and Holdings and its Subsidiaries, as applicable and without duplication) will take into account any deduction in respect of Imputed Interest. Carryovers or carrybacks of any Tax item attributable to the Exchanged Owner Basis, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. The parties agree that (i) all Tax Benefit Payments (other than the portion of the Tax Benefit Payments treated as Imputed Interest thereon) attributable to Exchanged Owner Basis or Pre-Merger Tax Attributes will be treated as other property or money for purposes of Section 351 or 356 of the Code received in a Merger and will not be treated as a dividend pursuant to Section 304 or 356(a)(2) of the Code and (ii) the actual tax liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest.

(c) Exchange Basis Schedule. If requested by any Exchanged Owner no later than 30 days prior to the due date (without taking into account any permitted extensions) of the U.S. federal income Tax Return of Corporate Taxpayer (or its consolidated Subsidiaries, as applicable), Corporate Taxpayer shall, no later than the date the Tax Benefit Schedule for the applicable year is delivered, deliver to such Exchanged Owner a schedule (the “Exchanged Owner Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement for such Exchanged Owner, (i) the Non-Stepped Up Tax Basis of the Reference Assets in respect of such Exchanged Owner as of each applicable Merger Date, (ii) the Exchanged Owner Basis with respect to the Reference Assets in respect of such Exchanged Owner as a result of a Merger effected in the taxable year (or, if requested,

 

14


effected in prior taxable years) by such Exchanged Owner, calculated in the aggregate, (iii) the period (or periods) over which the Reference Assets in respect of such Exchanged Owner are amortizable and/or depreciable and (iv) the period (or periods) over which the Exchanged Owner Basis in respect of such Exchanged Owner is amortizable and/or depreciable.

2.2. Procedure; Amendments.

(a) Procedure. Every time Corporate Taxpayer delivers to the CD&R Representative an applicable Schedule under this Agreement, including any Amended Schedule delivered pursuant to Section 2.2(b) and any Early Termination Schedule or amended Early Termination Schedule, Corporate Taxpayer shall also allow the CD&R Representative reasonable access, at Corporate Taxpayer’s sole cost, to the appropriate representatives, as determined by Corporate Taxpayer, at Corporate Taxpayer and the Advisory Firm that prepared the relevant Corporate Taxpayer Returns in connection with a review of such Schedule. Without limiting the application of the preceding sentence, Corporate Taxpayer shall, upon request, deliver to the CD&R Representative the relevant Corporate Taxpayer Returns as well as any other work papers and supporting schedules but shall be entitled to redact any information that it reasonably believes is unnecessary for purposes of the calculations contemplated by this Agreement. Without limiting the generality of the foregoing, Corporate Taxpayer shall ensure that any such Schedule, along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the actual tax liability and the Hypothetical Tax Liability and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall, subject to the final sentence of this Section 2.2(a), become final and binding on each Exchanged Owner and the CD&R Representative thirty (30) calendar days from the first date on which Corporate Taxpayer sent the CD&R Representative the applicable Schedule or amendment thereto unless (a) the CD&R Representative within thirty (30) calendar days after the date Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith (an “Objection Notice”) or (b) the CD&R Representative provides a written waiver of the right of the CD&R Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If the parties are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, the parties shall employ the reconciliation procedures described in Section 7.8 of this Agreement (the “Reconciliation Procedures”). If a Schedule (or any “Schedule” (as defined in the Continuing Limited Partners Tax Receivable Agreement)) relating to the calculation of payments payable to any Exchanged Owner or any of their respective Affiliates hereunder (or to any recipient under the Continuing Limited Partners Tax Receivable Agreement) is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other Exchanged Owners, would change the amounts payable to such other Persons hereunder, Corporate Taxpayer shall utilize such revised methodology with respect to all Exchanged Owners and make additional payments (or reduce future payments), as applicable.

 

15


(b) Amended Schedule. The applicable Schedule for any taxable year may be amended from time to time by Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified after the date the Schedule was provided to the CD&R Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such taxable year attributable to a carryback or carryforward of a loss or other tax item to such taxable year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such taxable year attributable to an amended Tax Return filed for such taxable year, or (vi) to take into account payments made pursuant to this Agreement or under the Continuing Limited Partners Tax Receivable Agreement (any such Schedule, an “Amended Schedule”).

2.3. Consistency with Tax Returns. Notwithstanding anything to the contrary herein, all calculations and determinations hereunder, including Exchanged Owner Basis, Pre-Merger Tax Attributes, Tax Refunds, Continuing Limited Partners Tax Receivable Agreement Items, the Schedules and the determination of the Realized Tax Benefit or Realized Tax Detriment, shall be made in accordance with any elections, methodologies or positions taken on the relevant Corporate Taxpayer Returns.

ARTICLE III.

TAX BENEFIT PAYMENTS

3.1. Payments.

(a) Payments. Subject to Section 3.3, within five (5) Business Days after all the Tax Benefit Schedules with respect to the taxable year delivered to the CD&R Representative become final in accordance with Article II of this Agreement, Corporate Taxpayer shall pay or cause to be paid to each applicable Exchanged Owner for such taxable year such Exchanged Owner’s Tax Benefit Payment (if any) determined pursuant to Section 3.1(b). Each such payment shall be made, at the sole discretion of Corporate Taxpayer, by wire or Automated Clearing House transfer of immediately available funds to the bank account previously designated by the applicable Exchanged Owner to Corporate Taxpayer or as otherwise agreed by Corporate Taxpayer and the applicable Exchanged Owner. [Notwithstanding anything herein to the contrary, the aggregate payments to an Exchanged Owner under this Agreement shall not exceed [•%] of the fair market value of the consideration received by an Exchanged Party in connection with the transactions contemplated by the Reorganization Agreement.]

 

16


(b) A “Tax Benefit Payment” in respect of an Exchanged Owner for a taxable year means an aggregate amount, not less than zero, which Corporate Taxpayer is required to pay or cause to be paid pursuant to Section 3.1 of this Agreement, equal to the sum of the Net Tax Benefit allocable to such Exchanged Owner and the Interest Amount in respect of such Exchanged Owner. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as other property or money for purposes of Section 351 or 356 of the Code received in a Merger and will not be treated as a dividend pursuant to Section 304 or 356(a)(2) of the Code. The Net Tax Benefit allocable to such Exchanged Owner for a taxable year shall be an amount equal to the portion of such Net Tax Benefit derived from any Exchanged Owner Basis, Pre-Merger Tax Attributes or Imputed Interest that is attributable to such Exchanged Owner as of the end of such taxable year (or portion thereof) over the total amount of payments previously made under this Section 3.1 in respect of such Exchanged Owner (excluding payments of Interest Amounts); provided, for the avoidance of doubt, that an Exchanged Owner shall not be required to return any portion of any previously made Tax Benefit Payment except in the case of manifest error. The “Interest Amount” in respect of such Exchanged Owner for a taxable year (or portion thereof) shall equal the interest on the portion of the Net Tax Benefit allocable to such Exchanged Owner with respect to such taxable year (or portion thereof) calculated at the Agreed Rate compounded annually from the due date (without extensions) for filing the U.S. federal income Tax Return of Corporate Taxpayer for such taxable year until the earlier of (i) the Payment Date and (ii) the date on which Corporate Taxpayer makes the relevant Tax Benefit Payment due on such Payment Date. The Net Tax Benefit allocable to such Exchanged Owner and the Interest Amount shall be determined separately with respect to each Merger.

3.2. Duplicative Payments. It is intended that the provisions of this Agreement will not result in a duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of (i) this Agreement, subject to ARTICLE IV and Section 7.12 and (ii) the Continuing Limited Partners Tax Receivable Agreement, subject to Article IV and Section 7.12 of the Continuing Limited Partners Tax Receivable Agreement, will result in 85% of the Cumulative Net Realized Tax Benefit (but calculated taking into account all Mergers by all Exchanged Owners and all Exchanges by all Partnership Interest Holders as of any time) as of any determination date being paid in the aggregate to the Exchanged Owners pursuant to this Agreement and the Partnership Interest Holders pursuant to the Continuing Limited Partners Tax Receivable Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.

3.3. Pro Rata Payments; Coordination of Benefits.

(a) Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate tax benefit of Corporate Taxpayer, or its consolidated Subsidiaries, as applicable, with respect to the Exchanged Owner Basis, Pre-Merger Tax Attributes, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest is limited in a particular taxable year because Corporate Taxpayer or its consolidated Subsidiaries, as applicable, do not have sufficient taxable income to utilize the tax

 

17


benefits with respect to the Exchanged Owner Basis, Pre-Merger Tax Attributes, Continuing Limited Partners Tax Receivable Agreement Items or Imputed Interest, or any other limitation prevents the use of such tax benefits, the Tax Benefit Payments and “Tax Benefit Payments” (as defined in the Continuing Limited Partners Tax Receivable Agreement) payable shall be allocated among all parties eligible for payments hereunder and under the Continuing Limited Partners Tax Receivable Agreement in proportion to the respective amounts of the Tax Benefit Payment or “Tax Benefit Payment” (as defined in the Continuing Limited Partners Tax Receivable Agreement) that would have been paid to each such party if Corporate Taxpayer and, as applicable, its consolidated Subsidiaries, had sufficient taxable income so that there were no such limitation (or such other limitations did not apply).

(b) After taking into account Section 3.3(a), if for any reason Corporate Taxpayer does not fully satisfy its payment obligations to make or cause to be made all Tax Benefit Payments due under this Agreement in respect of a particular taxable year, then Corporate Taxpayer and the parties agree that no Tax Benefit Payment shall be made in respect of any taxable year until all Tax Benefit Payments in respect of prior taxable years have been made in full. If for any reason the Tax Benefit Payments are to be partially but not fully satisfied with respect to a taxable year, such Tax Benefit Payments shall be made in the same proportion as the Tax Benefit Payments that would have been paid to each Exchanged Owner if Corporate Taxpayer were to satisfy its obligation in full.

ARTICLE IV.

TERMINATION

4.1. Early Termination, Change in Control and Breach of Agreement.

(a) Corporate Taxpayer may, with the consent of a majority of the disinterested members of the Board in accordance with the Delaware General Corporation Law, terminate this Agreement with respect to all amounts payable to all of the Exchanged Owners (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to each such Exchanged Owner an Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Exchanged Owner upon the payment of such Early Termination Payment to such Exchanged Owner, and provided, further, that Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Notwithstanding the foregoing, Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) unless (i) no further payments are required under the Continuing Limited Partners Tax Receivable Agreement or (2) the Continuing Limited Partners Tax Receivable Agreement is terminated pursuant to Section 4.1(a) of the Continuing Limited Partners Tax Receivable Agreement concurrently with the termination of this Agreement pursuant to this Section 4.1(a). Upon payment of an Early Termination Payment to an Exchanged Owner, neither such Exchanged Owner nor Corporate Taxpayer shall have any further payment obligations under this Agreement, other than

 

18


for any Tax Benefit Payment (1) agreed to by Corporate Taxpayer and such Exchanged Owner as due and payable but unpaid as of the Early Termination Date, (2) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (3) due for the taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (1), (2) and (3) are included in the calculation of the Early Termination Payment).

(b) In the event that there occurs a Change in Control or Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder, under the Continuing Limited Partners Tax Receivable Agreement, or by operation of law as a result of the rejection of this Agreement in a case commenced under the United States Bankruptcy Code or otherwise or (2)(A) commences any case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (B) there is commenced against Corporate Taxpayer any case, proceeding or other action of the nature described in clause (B) above that remains undismissed or undischarged for a period of sixty (60) calendar days, then all obligations hereunder shall be accelerated, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change in Control or breach, as applicable, to each Exchanged Owner and shall include (1) each Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such Change in Control or breach (and Corporate Taxpayer shall provide each Exchanged Owner with an Early Termination Schedule, which shall become final in accordance with the procedures set forth in Section 4.2), (2) any Tax Benefit Payment agreed to by Corporate Taxpayer and any Exchanged Owner as due and payable but unpaid as of the date of such Change in Control or breach, as applicable, (3) any Tax Benefit Payment that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (4) any Tax Benefit Payment due for the taxable year ending with or including the date of such Change in Control or breach, as applicable (except to the extent that the amounts described in clauses (2), (3) and (4) are included in the calculation of the amount described in clause (1)). Notwithstanding the foregoing, in the event that Corporate Taxpayer materially breaches this Agreement, each Exchanged Owner shall be entitled to elect to receive the amounts set forth in clauses (1), (2), (3) and (4) above or to seek specific performance of the terms hereof. The parties agree that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if Corporate Taxpayer fails to make or cause to be

 

19


made any Tax Benefit Payment (or portion thereof) when due to the extent that the Board determines in good faith that Corporate Taxpayer has insufficient funds (taking into account funds of its consolidated Subsidiaries that are permitted to be distributed to Corporate Taxpayer (in contemplation of this Agreement or otherwise) pursuant to the terms of any applicable credit agreements or other documents evidencing indebtedness (each as interpreted by the Board in good faith), including any available funds under any revolving credit facility of Holdings or its consolidated Subsidiaries, but not taking into account funds of Subsidiaries that are not permitted to be distributed pursuant to the terms of such credit agreements or other documents and not taking into account funds reasonably reserved for reasonably expected liabilities or expenses) to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Board determines in good faith that (x) Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by credit agreements or any other documents evidencing indebtedness to which Holdings or any of its Subsidiaries is a party, guarantor or otherwise an obligor as of the date of this Agreement (the “Initial Debt Documents”) or any other document evidencing indebtedness to which Holdings or any of its Subsidiaries becomes a party, guarantor or otherwise an obligor thereafter to the extent the terms of such other documents are not materially more restrictive in respect of Corporate Taxpayer’s ability to receive from its Subsidiaries funds sufficient to make such payments compared to the terms of the Initial Debt Documents (as determined by the Board in good faith), provided, however, that Corporate Taxpayer uses good faith efforts to remove such limitations to the extent required to make such interest payments unless such efforts could have an adverse effect on Corporate Taxpayer, Holdings or their Subsidiaries, or (y) such payments could (I) be set aside as fraudulent transfers or conveyances or similar actions under fraudulent transfer laws or (II) could cause Corporate Taxpayer or its consolidated Subsidiaries to be undercapitalized, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).

(c) Refinancing of the Initial Debt Documents. Without the consent of the CD&R Representative, Corporate Taxpayer shall not incur additional indebtedness, enter into any new credit agreement or refinance any Initial Debt Document that, in each case, has terms more restrictive in respect of Corporate Taxpayer’s ability to make payments under this Agreement than the Initial Debt Documents.

4.2. Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the CD&R Representative and each Exchanged Owner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for each Exchanged Owner. The Early Termination Schedule provided to an Exchanged Owner shall become final and binding on each Exchanged Owner and the CD&R Representative thirty (30) calendar days from the first date on which Corporate Taxpayer sent the CD&R Representative such Early Termination Schedule unless (a) the CD&R Representative within thirty (30) calendar days after the date

 

20


Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable Exchanged Owner provides a written waiver of the right of the CD&R Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the CD&R Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the CD&R Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Exchanged Owners in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to any Exchanged Owner or any of its respective Affiliates hereunder or to any recipient under the Continuing Limited Partners Tax Receivable Agreement is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other Exchanged Owners or such other recipient, would change the amounts payable to such other Persons hereunder or under the Continuing Limited Partners Tax Receivable Agreement, Corporate Taxpayer shall utilize such revised methodology with respect to all Exchanged Owners and make additional payments (or reduce payments, if any), as applicable.

4.3. Payment upon Early Termination.

(a) Within five (5) Business Days after the Early Termination Effective Date, Corporate Taxpayer shall pay or cause to be paid to each Exchanged Owner an amount equal to its Early Termination Payment. Such payment shall be made, at the sole discretion of Corporate Taxpayer, by wire or Automated Clearing House transfer of immediately available funds to a bank account or accounts designated by the applicable Exchanged Owner or as otherwise agreed by Corporate Taxpayer and the Exchanged Owner.

(b) An “Early Termination Payment” in respect of an Exchanged Owner shall equal the net present value, discounted at the Early Termination Rate as of the Early Termination Date, of all Tax Benefit Payments that would be required to be paid by Corporate Taxpayer to the applicable Exchanged Owner under Section 3.1(a) of this Agreement beginning from the Early Termination Date and assuming that the Valuation Assumptions are applied.

 

21


ARTICLE V.

SUBORDINATION AND LATE PAYMENTS

5.1. Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment (or portion thereof) or Early Termination Payment required to be made to an Exchanged Owner under this Agreement shall rank subordinate and junior in right of payment to any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or the reorganization of Corporate Taxpayer or any Subsidiary thereof), fees, premiums, charges, expenses, attorneys’ fees or other obligations in respect of indebtedness for borrowed money of Corporate Taxpayer (and its consolidated Subsidiaries, if applicable) (“Senior Obligations”) and shall rank pari passu with all current or future unsecured obligations of Corporate Taxpayer (and its consolidated Subsidiaries, as applicable) that are not Senior Obligations. Notwithstanding any provision of this Agreement to the contrary, to the extent that Corporate Taxpayer or any of its Affiliates enters into future Tax receivable or other similar agreements, Corporate Taxpayer shall ensure that the terms of any such Tax receivable agreement (other than the Continuing Limited Partners Tax Receivable Agreement) shall provide that the payments pursuant to this Agreement are considered senior in priority to any payments pursuant to any such future Tax receivable agreement.

5.2. Late Payments by Corporate Taxpayer. The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made to an Exchanged Owner when due under the terms of this Agreement shall be payable promptly following the first time at which Corporate Taxpayer is permitted to make such Tax Benefit Payment or Early Termination Payment together with any interest thereon, computed at the Default Rate (or the Agreed Rate, to the extent expressly contemplated by this Agreement) and commencing from, (a) in the case of a Tax Benefit Payment (or portion thereof) due and payable pursuant to Article III, the Payment Date and (b) in the case of an Early Termination Payment or any other payment not described in clause (a) above, from the date on which such payment was due and payable.

ARTICLE VI.

NO DISPUTES; CONSISTENCY; COOPERATION

6.1. Participation in Corporate Taxpayer’s and Holdings’ Tax Matters. Except as otherwise provided herein or in the Reorganization Agreement, Exchange Agreement or Limited Partnership Agreement, Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning Corporate Taxpayer (and its consolidated Subsidiaries), Holdings and their respective Subsidiaries, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes; provided that Corporate Taxpayer shall not amend any material Tax Return, settle any material Tax issue, or take any other material action pertaining to Taxes of any Exchanged Owner that is an Exchanged Owner by reason of a Merger with respect to any taxable period (or portion thereof) ending on or prior to the date of the applicable Merger without the consent of each applicable Exchanged Owner, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, settlement or other action would not reduce the payments that each such Exchanged Owner is entitled to receive hereunder or otherwise materially adversely affect such Exchanged Owner. Notwithstanding the foregoing, Corporate Taxpayer shall notify the CD&R Representative of, and keep the CD&R Representative reasonably informed with respect to, the portion of any audit of Corporate Taxpayer or Holdings by a Taxing

 

22


Authority the outcome of which is reasonably expected to affect the rights and obligations of the CD&R Representative, any Exchanged Owner or any of their respective Affiliates under this Agreement, and shall provide to the CD&R Representative reasonable opportunity to provide information and other input to Corporate Taxpayer, Holdings and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that Corporate Taxpayer and Holdings shall not take any action that is inconsistent with any provision of the Limited Partnership Agreement or Exchange Agreement.

6.2. Consistency. Corporate Taxpayer and each Exchanged Owner agree to report and cause to be reported for all purposes, including federal, state and local Tax purposes, all Tax-related items (including the Exchanged Owner Basis and each Tax Benefit Payment and any Imputed Interest) in a manner consistent with that specified by Corporate Taxpayer in any Schedule provided by or on behalf of Corporate Taxpayer under this Agreement unless otherwise required by law based on written advice of an Advisory Firm. Corporate Taxpayer shall (and shall cause Holdings and its other Subsidiaries to) use reasonable efforts (for the avoidance of doubt, taking into account the interests and entitlements of all parties under this Agreement) to defend the Tax treatment contemplated by this Agreement and any Schedule in any audit, contest or similar proceeding with any Taxing Authority.

6.3. Cooperation. Each Exchanged Owner shall (a) furnish to Corporate Taxpayer in a timely manner such information, documents and other materials as Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return, complying with any Tax law, or contesting or defending any audit, examination or controversy with any Taxing Authority or other governmental authority, (b) make itself available to Corporate Taxpayer and its representatives to provide explanations of documents and materials and such other information as Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter. Corporate Taxpayer shall reimburse the Exchanged Owner for any reasonable third-party costs and expenses incurred pursuant to this Section 6.3. Upon the request of any Exchanged Owner, Corporate Taxpayer shall cooperate in taking any action reasonably requested by such Exchanged Owner in connection with its tax or financial report and/or the consummation of any assignment or transfer of any of such Exchanged Owner’s rights and/or obligations under this Agreement, including without limitation, providing any information or executing any documentation.

ARTICLE VII.

MISCELLANEOUS

7.1. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 7.1):

 

23


If to Corporate Taxpayer or Holdings, to:

Core & Main, Inc.

1830 Craig Park Court

St. Louis, Missouri 63146

Email: X

Attention: General Counsel and Secretary

with a copy (which shall not constitute notice) to:

Debevoise and Plimpton LLP

919 Third Avenue

New York, New York 10022

E-mail: pmrodel@debevoise.com

Attention: Paul M. Rodel, Esq.

If to the CD&R Representative or its Affiliates:

Clayton, Dubilier & Rice, LLC

375 Park Avenue

18th Floor

New York, New York 10152

Email: X

Attention: X

with a copy (which shall not constitute notice) to:

Debevoise and Plimpton LLP

919 Third Avenue

New York, New York 10022

E-mail: pmrodel@debevoise.com

Attention: Paul M. Rodel, Esq.

If to any Exchanged Owner, to the address and other contact information set forth in the records of Corporate Taxpayer from time to time.

Any party may change its address or e-mail by giving the other party written notice of its new address or e-mail in the manner set forth above.

7.2. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or by e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, by e-mail delivery of a “.pdf” format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 7.2.

 

24


7.3. Entire Agreement; Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

7.4. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

7.5. Successors; Assignment; Amendments; Waivers.

(a) An Exchanged Owner shall be permitted to transfer any of its rights in whole or in part only upon execution and delivery by the transferee of a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement, in which the transferee agrees to become, and accordingly shall be, an “Exchanged Owner” for all purposes of this Agreement, except as otherwise provided in such joinder. If the CD&R Representative or one of its Affiliates assigns its rights under this Agreement, such transferee shall also have the rights provided to the CD&R Representative.

(b) No provision of this Agreement may be amended unless such amendment is approved in writing by Corporate Taxpayer and the CD&R Representative. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.

(c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Corporate Taxpayer would be required to perform

 

25


if no such succession had taken place (except to the extent expressly provided by this Agreement and provided that, for the avoidance of doubt, if a Change in Control has occurred and an Early Termination Payment is required to be made then Corporate Taxpayer’s payment obligations shall be determined taking into account the provisions of ARTICLE IV).

7.6. Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

7.7. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and (b) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708.

(b) The parties irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the state of Delaware in connection with any action relating to this Agreement and each party agrees (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of such agent, and (ii) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. Any action against any party relating to the foregoing shall be brought in the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any action, to the exclusive jurisdiction of the Superior Court of the State of Delaware (Complex Commercial Division) or, if the subject matter jurisdiction over the action is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware), and any appellate courts of any thereof. To the extent not prohibited by applicable law, each party hereto waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in the above-named courts, any claim that such party is not subject personally to the jurisdiction of such courts, that such party’s property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Agreement or the subject matter thereof, may not be enforced in or by such courts.

 

26


(c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 7.7(C) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.7(C) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

7.8. Reconciliation. In the event that Corporate Taxpayer and the CD&R Representative are unable to resolve a disagreement with respect to the matters governed by ARTICLE II or ARTICLE IV within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to such parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and (unless Corporate Taxpayer and the CD&R Representative agree otherwise), the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with Corporate Taxpayer or the CD&R Representative or its Affiliates or other actual or potential conflict of interest. If the applicable parties are unable to agree on an Expert within fifteen (15) calendar days of the end of the thirty (30) calendar-day period set forth in Section 2.1 or Section 4.2, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or, in each case, as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. If the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement), the undisputed amount shall be paid on the date prescribed by this Agreement, subject to adjustment upon resolution. For the avoidance of doubt, this Section 7.8 shall not restrict the ability of Corporate Taxpayer or its Affiliates to determine when or whether to file or amend any Tax

 

27


Return. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne equally by Corporate Taxpayer and the Exchanged Owners participating in the Reconciliation Dispute (on a pro rata basis based on relative proportion of all Early Termination Payments under this Agreement, measured by present value of payments due under this Agreement, using the present value calculation and assumptions described under Section 4.3(b) above assuming for such purpose the Early Termination Date is the date the Reconciliation Dispute is resolved). Corporate Taxpayer may withhold payments under this Agreement to collect amounts due under the preceding sentence. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.8 shall be binding on Corporate Taxpayer and the CD&R Representative or its Affiliates, as applicable, participating in the Reconciliation Dispute and may be entered and enforced in any court having jurisdiction.

7.9. Withholding. Corporate Taxpayer shall be entitled to deduct and withhold or cause to be deducted and withheld from any payment payable pursuant to this Agreement to an Exchanged Owner such amounts as Corporate Taxpayer determines in good faith it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax law, provided that prior to deducting or withholding any such amounts, Corporate Taxpayer shall notify the applicable Exchanged Owner and shall consult in good faith with such Exchanged Owner regarding the basis for such deduction or withholding. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Exchanged Owner.

7.10. Admission of Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.

(a) If Corporate Taxpayer and its consolidated Subsidiaries are or become members of a combined, consolidated, affiliated or unitary group that files a consolidated, combined or unitary income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the relevant group as a whole; and (ii) Tax Benefit Payments, Net Tax Benefit, Cumulative Net Realized Tax Benefit, Realized Tax Benefit, Realized Tax Detriment, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated (or combined or unitary, where applicable) taxable income, gain, loss, deduction and attributes of the relevant group as a whole.

(b) If any entity that is or may be obligated to make a Tax Benefit Payment or Early Termination Payment hereunder, or any entity any portion of the income of which is included in the income of Corporate Taxpayer’s consolidated, combined, affiliated or unitary group, directly or indirectly transfers (as determined for U.S. federal income tax purposes) one or more assets to a Person classified as a

 

28


corporation for U.S. income tax purposes with which such entity does not file a consolidated income tax return pursuant to Section 1501 et seq. of the Code (or, for purposes of calculations relating to state or local taxes, a consolidated, combined or unitary income tax return under applicable state or local law), such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and, if applicable, determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the fair market value of the transferred asset, increased by the amount of debt that would increase the transferor’s “amount realized” for U.S. federal income tax purposes in connection with such transfer, in the case of a contribution of an encumbered asset (including an interest in an entity classified for U.S. federal income tax purposes as a partnership which has debt outstanding). For the avoidance of doubt, a transaction treated for U.S. federal income tax purposes as a liquidation into Corporate Taxpayer of one or more of its consolidated Subsidiaries or merger of one or more of such entities into one another or Corporate Taxpayer will not cause any such Persons to be treated as having disposed of any of its assets for purposes of this Section 7.10(b). In the event there occurs a transaction described in the preceding sentence, the Tax Benefit Payments and any other amounts due under this Agreement shall be calculated without regard to such transaction.

7.11. Confidentiality. Each Exchanged Owner and each of its transferees acknowledge and agree that the information of Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for Corporate Taxpayer and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters acquired pursuant to this Agreement of Corporate Taxpayer and its Affiliates and successors, learned by the Exchanged Owner heretofore or hereafter. This Section 7.11 shall not apply to (i) any information that has been made publicly available by Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of the Exchanged Owner in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for the Exchanged Owner to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax Returns. Notwithstanding anything to the contrary herein or in any other agreement, the Exchanged Owners and each of their transferees (and each employee, representative or other agent of the Exchanged Owners or their transferees, as applicable) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure and any related tax strategies of or relating to Corporate Taxpayer and its Affiliates, the Exchanged Owner or transferee, and any of their transactions or agreements, and all materials of any kind (including opinions or other tax analyses) that are provided to the Exchanged Owner or transferee relating to such tax treatment and tax structure and any related tax strategies.

 

29


If the Exchanged Owner or its transferee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.11, Corporate Taxpayer and its Affiliates shall have the right and remedy to have the provisions of this Section 7.11 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Corporate Taxpayer or its Affiliates and the accounts and funds managed by Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

7.12. Change in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, an Exchanged Owner reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by such Exchanged Owner (or direct or indirect equity holders in such Exchanged Owner) upon the IPO or Reorganization Transactions to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or could have other material adverse tax consequences to the Exchanged Owner or any direct or indirect owner of the Exchanged Owner, then at the election of the Exchanged Owner and to the extent specified by the Exchanged Owner, this Agreement shall cease to have further effect with respect to such Exchanged Owner.

7.13. Independent Nature of Exchanged Owners’ Rights and Obligations. The rights and obligations of each Exchanged Owner hereunder are independent of the rights and obligations of any other Exchanged Owner hereunder. No Exchanged Owner shall be responsible in any way for the performance of the obligations of any other Exchanged Owner hereunder, nor shall any Exchanged Owner have the right to enforce the rights or obligations of any other Exchanged Owner hereunder. The obligations of each Exchanged Owner hereunder are solely for the benefit of, and shall be enforceable solely by, Corporate Taxpayer. The decision of each Exchanged Owner to enter into this Agreement has been made by such Exchanged Owner independently of any other Exchanged Owner. Nothing contained herein or in any other agreement or document delivered at any closing (other than the Limited Partnership Agreement and any joinder thereto), and no action taken by any Exchanged Owner pursuant hereto or thereto, shall be deemed to constitute the Exchanged Owners as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Exchanged Owners are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and Corporate Taxpayer acknowledges that the Exchanged Owners are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby.

 

30


IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written above.

 

Core & Main, Inc.
By:    
Name: Stephen O. LeClair
Title: Chief Executive Officer
Core & Main Holdings, LP
By: [●], its sole member
By:    
Name: Stephen O. LeClair
Title: Chief Executive Officer

[Signature Page to Former Limited Partners Tax Receivable Agreement]


CD&R Fund X Advisor Waterworks B, L.P.
By: CD&R Waterworks Holdings GP, Ltd., its general partner
By:    
Name: Theresa A. Gore
Title: Chief Financial Officer and Vice President
CD&R Fund X Waterworks B1, L.P.
By: CD&R Waterworks Holdings GP, Ltd., its general partner
By:    
Name: Theresa A. Gore
Title: Chief Financial Officer and Vice President
CD&R Fund X-A Waterworks B, L.P.
By: CD&R Waterworks Holdings GP, Ltd., its general partner
By:    
Name: Theresa A. Gore
Title: Chief Financial Officer and Vice President

[Signature Page to Former Limited Partners Tax Receivable Agreement]


By: CD&R Waterworks Holdings GP,

Ltd., its general partner

By:    
 

Name: [●]

 

Title: [●]

CORE & MAIN MANAGEMENT

FEEDER, LLC

By:    

Name: Mark R. Witkowski

Title: [Vice President]

[Signature Page to Former Limited Partners Tax Receivable Agreement]


Exhibit A

Joinder

This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of [ ], between Core & Main, Inc., a Delaware corporation (“Corporate Taxpayer”), and [ ] (“Permitted Transferee”).

WHEREAS, on [ ], the Permitted Transferee acquired (the “Acquisition”) from [ ] (“Transferor”) the right to receive any and all payments that may become due and payable to Transferor under the Tax Receivable Agreement (as defined below) with respect to Partnership Interests that have been acquired by Corporate Taxpayer or any of its consolidated subsidiaries as a result of a Merger (the “Applicable Interests”); and

WHEREAS, Transferor, in connection with the Acquisition, has required Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.5 of the Tax Receivable Agreement, dated as of     , 2021 between Corporate Taxpayer and each Exchanged Owner (as defined therein) (the “Tax Receivable Agreement”);

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Permitted Transferee hereby agrees as follows:

Section 1.1. Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Tax Receivable Agreement.

Section 1.2. Joinder. Permitted Transferee hereby acknowledges and agrees to become, and accordingly shall be, an “Exchanged Owner” (as defined in the Tax Receivable Agreement) for all purposes of the Tax Receivable Agreement with respect to the Applicable Interests.

Section 1.3. Notice. Any notice, request, consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be delivered or sent to Permitted Transferee at the address set forth on the signature page hereto in accordance with Section 7.1 of the Tax Receivable Agreement.

Section 1.4. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of Delaware (without regard to any choice of law rules thereunder).

IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by Permitted Transferee as of the date first above written.


Annex A

List of Exchanged Owners

 

1.

CD&R Fund X Advisor Waterworks B, L.P.

 

2.

CD&R Fund X Waterworks B1, L.P.

 

3.

CD&R Fund X-A Waterworks B, L.P.

EX-10.6 8 d70382dex106.htm EX-10.6 EX-10.6

Exhibit 10.6

FORM OF

TAX RECEIVABLE AGREEMENT

among

CORE & MAIN, INC.,

CORE & MAIN HOLDINGS, LP

and

EACH LIMITED PARTNER OF

CORE & MAIN HOLDINGS, LP LISTED ON ANNEX A

Dated as of                

 


ARTICLE I. DEFINITIONS

     2  

1.1.

  Definitions      2  

1.2.

  Terms Generally      13  

ARTICLE II. DETERMINATION OF CERTAIN REALIZED TAX BENEFITS

     15  

2.1.

  Tax Benefit Schedule      15  

2.2.

  Procedure, Amendments      16  

2.3.

  Consistency with Tax Returns      17  

ARTICLE III. TAX BENEFIT PAYMENTS

     17  

3.1.

  Payments      17  

3.2.

  Duplicative Payments      18  

3.3.

  Pro Rata Payments; Coordination of Benefits      19  

ARTICLE IV. TERMINATION

     19  

4.1.

  Early Termination, Change in Control and Breach of Agreement      19  

4.2.

  Early Termination Notice      22  

4.3.

  Payment upon Early Termination      22  

ARTICLE V. SUBORDINATION AND LATE PAYMENTS

     23  

5.1.

  Subordination      23  

5.2.

  Late Payments by Corporate Taxpayer      23  

ARTICLE VI. NO DISPUTES; CONSISTENCY; COOPERATION

     24  

6.1.

  Participation in Corporate Taxpayer’s and Holdings’ Tax Matters      24  

6.2.

  Consistency      24  

6.3.

  Cooperation      24  

ARTICLE VII. MISCELLANEOUS

     25  

7.1.

  Notices      25  

7.2.

  Counterparts      26  

7.3.

  Entire Agreement; Third Party Beneficiaries      26  

7.4.

  Severability      26  

7.5.

  Successors; Assignment; Amendments; Waivers      26  

7.6.

  Titles and Subtitles      27  

 

i


7.7.

  Governing Law; Jurisdiction; Waiver of Jury Trial      27  

7.8.

  Reconciliation      29  

7.9.

  Withholding      30  

7.10.

  Admission of Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets      30  

7.11.

  Confidentiality      31  

7.12.

  Change in Law      31  

7.13.

  Independent Nature of Partnership Interest Holders’ Rights and Obligations      32  

7.14.

  Limited Partnership Agreement/Exchange Agreement      32  

 

 

ii


This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of [•] and effective upon the consummation of the Reorganization Transactions (as defined in the Reorganization Agreement (as defined below)) and prior to the IPO Closing (as defined below), is hereby entered into by and among Core & Main, Inc., a Delaware corporation (“Corporate Taxpayer”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), each Partnership Interest Holder (as defined below), and each of the successors and assigns thereto.

RECITALS

WHEREAS, in connection with the initial public offering of Class A Common Stock (as defined below) of Corporate Taxpayer (the “IPO”), Holdings will, pursuant to the Reorganization Agreement, enter into a series of transactions to reorganize its structure;

WHEREAS, the limited partnership interests in Holdings are and will be classified as partnership interests (“Partnership Interests”);

WHEREAS, Holdings is treated as a partnership for U.S. federal income tax purposes;

WHEREAS, Corporate Taxpayer will be the General Partner of Holdings on or about the date of the IPO Closing (as defined below), and holds or will hold on or about the date of the IPO Closing, directly or indirectly, Partnership Interests;

WHEREAS, each holder of Partnership Interests listed on Annex A (each a “Partnership Interest Holder”, and, for the avoidance of doubt, such term shall include former holders of Partnership Interests entitled to current or future payments pursuant to this Agreement) may exchange its Partnership Interests (or, in the case of a “disguised sale” described under Section 707 of the Code (as defined below), be deemed to exchange other interests in Holdings or its assets) for (a) Class A Common Stock of Corporate Taxpayer, in accordance with and subject to the provisions of the Exchange Agreement (as defined below) and (b) the amounts payable pursuant to and subject to the terms of this Agreement in respect of such exchange (or deemed exchange);

WHEREAS, each Exchanged Owner (as defined below) acquired or will acquire stock in Corporate Taxpayer as a result of a Contribution (as defined below);

WHEREAS, Holdings and any direct or indirect subsidiary (owned through a chain of pass-through entities) of Holdings that is treated as a partnership for U.S. federal income tax purposes (together with Holdings and any direct or indirect subsidiary (owned through a chain of pass-through entities) of Holdings that is treated as a disregarded entity for U.S. federal income tax purposes, the “Holdings Group”) will have in effect an election under Section 754 of the Code as provided under Section 2.1(c) for the taxable year in which any Exchange (as defined below) occurs, which election will result in an adjustment to Corporate Taxpayer’s share of the tax basis of the assets owned by the Holdings Group as of the date of the Exchange, with a consequent result on the taxable income subsequently derived therefrom;

 

1


WHEREAS, the income, gain, loss, deduction and other Tax (as defined below) items of Corporate Taxpayer and its consolidated Subsidiaries may be affected by (i) the Basis Adjustments (as defined below), (ii) the Common Basis (as defined below), (iii) any Interest Amount (as defined below) paid, (iv) the Imputed Interest (as defined below) and (v) Former Limited Partner Tax Receivable Agreement Items (as defined below);

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Basis Adjustments, the Common Basis, any Interest Amount paid and the Imputed Interest on the liability for Taxes of Corporate Taxpayer;

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

1.1. Definitions. As used in this Agreement, the terms set forth in this ARTICLE I shall have the following meanings.

Advisory Firm” means any accounting firm or any law firm that, in either case, is nationally recognized as being expert in tax matters.

Affiliate” means, with respect to any specified Person, any Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the specified Person.

Agreed Rate” means LIBOR plus 100 basis points.

Agreement” has the meaning set forth in the Preamble of this Agreement.

Amended Schedule” has the meaning set forth in Section 2.2(b) of this Agreement.

Basis Adjustment” means the adjustment to the tax basis of a Reference Asset under Sections 732, 755 and 1012 of the Code (in situations where, following an Exchange, a Merger, or a merger or liquidation of Corporate Taxpayer’s consolidated Subsidiaries, Holdings becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes) or under Sections 743(b), 754 and 755 of the Code (in situations where, following an Exchange, a Merger ,or a merger or liquidation of Corporate Taxpayer’s consolidated Subsidiaries, Holdings is not an entity that is disregarded as separate from its owner for U.S. federal income tax purposes) and the Treasury Regulations promulgated thereunder and, in each case,

 

2


comparable sections of state and local tax laws, in each case in respect of which Corporate Taxpayer may be entitled to the deductions as a result of (i) an Exchange by a Partnership Interest Holder and (ii) the payments made to Partnership Interest Holders pursuant to this Agreement. For the avoidance of doubt, the amount of any Basis Adjustment resulting from an Exchange shall be determined without regard to any Pre-Exchange Transfers (and as if any such Pre-Exchange Transfers had not occurred). As required by Section 2.1(c), Corporate Taxpayer will ensure that an election under Section 754 of the Code is in effect at all times for Holdings and each of its direct and indirect subsidiaries (until Holdings and each of its direct and indirect subsidiaries becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes). The amount of any Basis Adjustment shall be determined using the Market Value at the time of the Exchange.

Blended Rate” means, with respect to any taxable year, the sum of the effective rates of tax imposed on the aggregate net income of Corporate Taxpayer in each state or local jurisdiction in which Corporate Taxpayer files Tax Returns for such taxable year, with the maximum effective rate in any state or local jurisdiction being equal to the product of: (i) the apportionment factor on the income or franchise Tax Return filed by Corporate Taxpayer in such jurisdiction for such taxable year, and (ii) the maximum applicable corporate tax rate in effect in such jurisdiction in such taxable year. As an illustration of the calculation of Blended Rate for a taxable year, if Corporate Taxpayer solely files Tax Returns in State 1 and State 2 in a taxable year, the maximum applicable corporate tax rates in effect in such states in such taxable year are 6.5% and 5.5%, respectively, and the apportionment factors for such states in such taxable year are 55% and 45%, respectively, then the Blended Rate for such taxable year is equal to 6.05% (i.e., 6.5% times 55% plus 5.5% times 45%).

Board” means the Board of Directors of Corporate Taxpayer.

Business Day” means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in New York are closed.

“CD&R Representative” means Clayton, Dubilier & Rice, LLC or its designated successor.

A “Change in Control” shall be deemed to have occurred upon:

 

  (i)

the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of Corporate Taxpayer’s assets (determined on a consolidated basis) to any “person” or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) other than to any Subsidiary of Corporate Taxpayer; provided, that, for clarity and notwithstanding anything to the contrary, neither the approval of nor consummation of a transaction treated for U.S. federal income tax purposes as a liquidation into Corporate Taxpayer of its consolidated Subsidiaries or merger of such entities into one another or Corporate Taxpayer will constitute a “Change in Control”;

 

3


  (ii)

the merger or consolidation of Corporate Taxpayer with any other person, other than a merger or consolidation where both (A) such merger or consolidation would result in the Voting Securities of Corporate Taxpayer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) more than 50% of the total voting power represented by the Voting Securities of Corporate Taxpayer or such surviving entity outstanding immediately after such merger or consolidation and (B) the Board immediately prior to the merger or consolidation constitutes at least a majority of the board of directors or Corporate Taxpayer or such surviving entity;

 

  (iii)

the shareholders of Corporate Taxpayer approve a plan of complete liquidation or dissolution of Corporate Taxpayer;

 

  (iv)

the acquisition, directly or indirectly, by any “person” or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) (other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of Corporate Taxpayer; (b) a corporation or other entity owned, directly or indirectly, by the stockholders of Corporate Taxpayer in substantially the same proportions as their ownership of stock of Corporate Taxpayer; or (c) Affiliates of Clayton, Dubilier & Rice Fund X, L.P.) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate voting power of the Voting Securities of Corporate Taxpayer; or

 

  (v)

the following individuals cease for any reason to constitute a majority of the number of directors of Corporate Taxpayer then serving: individuals who, at the IPO Closing, constitute the Board and any new director whose appointment or election by the Board or nomination for election by Corporate Taxpayer’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the IPO Closing or whose appointment, election or nomination for election was previously so approved or recommended by the directors referred to in this clause (v).

Class A Common Stock” means the Class A common stock, par value $0.01 per share, of the Corporate Taxpayer, having the rights to be set forth in the Amended and Restated Certificate of Incorporation.

Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.

 

4


Common Basis” means, without duplication, Transferred Basis and IPO Basis.

Contribution” means the contribution of Partnership Interests to Corporate Taxpayer by CD&R Waterworks Holdings, L.P. and Core & Main Management Feeder, LLC in exchange for Class A Common Stock (for the avoidance of doubt, other than pursuant to an Exchange).

Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract or otherwise.

Corporate Taxpayer” has the meaning set forth in the Preamble of this Agreement and includes any predecessor entities.

Corporate Taxpayer Return” means the federal, state or local Tax Return, as applicable, of Corporate Taxpayer or any consolidated Subsidiary of Corporate Taxpayer (or any Tax Return filed for a consolidated, affiliated, combined or unitary group of which Corporate Taxpayer or any consolidated Subsidiary of Corporate Taxpayer is a member) filed with respect to Taxes of any taxable year.

Cumulative Net Realized Tax Benefit” means for a taxable year the cumulative amount of Realized Tax Benefits for all taxable years or portions thereof of (i) Corporate Taxpayer, (ii) its consolidated Subsidiaries, and (iii) without duplication, Holdings and its Subsidiaries, up to and including such taxable year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each taxable year or portion thereof shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination. If a Cumulative Net Realized Tax Benefit is being calculated with respect to a portion of a taxable year, then calculations of the Cumulative Net Realized Tax Benefit (including determinations relating to Basis Adjustments, Common Basis, Former Limited Partner Tax Receivable Agreement Items and Imputed Interest to the extent applicable) shall be made as if there were an interim closing of the books of the relevant entity and its Subsidiaries and the taxable year had closed on the relevant date.

Default Rate” means LIBOR plus 500 basis points.

Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state and local tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

 

5


Early Termination Effective Date” has the meaning set forth in Section 4.2 of this Agreement.

Early Termination Notice” has the meaning set forth in Section 4.2 of this Agreement.

Early Termination Payment” has the meaning set forth in Section 4.3(b) of this Agreement.

Early Termination Rate” means LIBOR plus 100 basis points.

Early Termination Schedule” has the meaning set forth in Section 4.2 of this Agreement.

Exchange” means an acquisition or purchase or redemption, as determined for U.S. federal income tax purposes, of Partnership Interests (or, in the case of a “disguised sale” described under Section 707 of the Code, of other interests in Holdings or its assets) by Corporate Taxpayer, Holdings or any of Holdings’ consolidated Subsidiaries from a person (other than Corporate Taxpayer or any of its consolidated Subsidiaries) who is party to this Agreement (including a permitted transferee under Section 7.5 who is a party by reason of a joinder), including by way of an exchange of Corporate Taxpayer shares for Partnership Interests, in each case occurring on or after the date of this Agreement. For the avoidance of doubt, an Exchange includes (i) any disguised sale of an interest in Holdings under Section 707 of the Code that occurs by reason of the distribution of proceeds from Holdings on or near the date of an Exchange and the contribution of cash by Corporate Taxpayer or any of its consolidated Subsidiaries on or near the date thereof; and (ii) any disguised sale occurring in connection with the exchange right described in the Limited Partnership Agreement or the Exchange Agreement. Any reference in this Agreement to Partnership Interests “Exchanged” is intended to denote Partnership Interests that were, or are, the subject of an Exchange.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Exchange Agreement” means the Exchange Agreement entered into by and among the Corporate Taxpayer, Holdings, and certain holders of Partnership Interests dated on or about the date hereof, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

Exchange Basis Schedule” has the meaning set forth in Section 2.1(d) of this Agreement.

Exchange Date” means the date of any Exchange.

Exchanged Owner” has the meaning set forth in the Former Limited Partner Tax Receivable Agreement.

 

6


Expert” has the meaning set forth in Section 7.8 of this Agreement.

Former Limited Partner Tax Receivable Agreement” means the Tax Receivable Agreement entered into as of the date hereof by and among Corporate Taxpayer, Holdings, and certain stockholders of Corporate Taxpayer, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

Former Limited Partner Tax Receivable Agreement Items” means “Exchanged Owner Basis” and “Pre-Merger Tax Attributes” as defined in the Former Limited Partner Tax Receivable Agreement.

Holdings Group” has the meaning set forth in the Recitals of this Agreement.

Hypothetical Federal Tax Liability” means, with respect to any taxable year or portion thereof, the liability for U.S. federal income Taxes for such taxable year or portion thereof of (i) Corporate Taxpayer, (ii) its consolidated Subsidiaries and (iii) without duplication, Holdings, but only with respect to Corporate Taxpayer and its consolidated Subsidiaries’ pro rata shares of the U.S. federal income Tax liability of Holdings and its Subsidiaries for such taxable year or portion thereof, in each case using the same methods, elections, conventions and similar practices used on the relevant federal Corporate Taxpayer Return but (i) using the Non-Stepped Up Tax Basis, (ii) excluding any deduction attributable to Imputed Interest for the taxable year, (iii) excluding any deduction attributable to Former Limited Partner Tax Receivable Agreement Items and (iv) deducting the Hypothetical Other Tax Liability (in lieu of any amount for state or local tax liabilities, and only if such a deduction in respect of state and local tax liabilities is available with respect to the applicable taxable year or portion thereof). For the avoidance of doubt, the Hypothetical Federal Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to or available as a result of any Basis Adjustment, Common Basis, Former Limited Partner Tax Receivable Agreement Item, Imputed Interest or the deduction in respect of any Hypothetical Other Tax Liability, as applicable. If a Hypothetical Federal Tax Liability is being calculated with respect to a portion of a taxable year, then calculations of the Hypothetical Federal Tax Liability (including determinations relating to Basis Adjustments, Former Limited Partner Tax Receivable Agreement Basis Adjustments and Imputed Interest to the extent applicable) shall be made as if there were an interim closing of the books of the relevant entity and its Subsidiaries and the taxable year had closed on the relevant date.

Hypothetical Other Tax Liability” means, with respect to any taxable year or portion thereof, the U.S. federal taxable income determined in connection with calculating the Hypothetical Federal Tax Liability for such Taxable Year (determined without regard to clause (iv) thereof) multiplied by the Blended Rate for such taxable year.

 

7


Hypothetical Tax Liability” means, with respect to any taxable year, the Hypothetical Federal Tax Liability for such taxable year, plus the Hypothetical Other Tax Liability for such taxable year.

Imputed Interest” means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state and local tax law with respect to Corporate Taxpayer’s payment obligations under this Agreement or the Former Limited Partner Tax Receivable Agreement.

Initial Debt Documents” has the meaning set forth in Section 4.1(b) of this Agreement.

Interest Amount” has the meaning set forth in Section 3.1(b) of this Agreement.

IPO” has the meaning set forth in the Recitals of this Agreement.

IPO Basis” means the Tax basis of the Reference Assets that are depreciable or amortizable for U.S. federal income tax purposes, in respect of which Corporate Taxpayer may be entitled to deductions as a result of Corporate Taxpayer’s acquisition of Partnership Interests with the net proceeds from the IPO, in a percentage equal to the percentage of Partnership Interests held by Partnership Interest Holders immediately prior to the Reorganization.

IPO Closing” means the closing of the sale of the shares of Class A Common Stock in the IPO (without giving effect to any exercise of the underwriters’ option to acquire additional shares of Class A Common Stock).

LIBOR” means during any period, an interest rate per annum equal to the one-year LIBOR reported, on the date two days prior to the first day of such period, on the Reuters Screen page “LIBOR01” (or if such screen shall cease to be publicly available, as reported by any other publicly available source of such market rate) for London interbank offered rates for U.S. dollar deposits for such period. If Corporate Taxpayer has made the determination (such determination to be conclusive absent manifest error) that (i) LIBOR is no longer a widely recognized benchmark rate for newly originated loans in the U.S. loan market in U.S. dollars or (ii) the applicable supervisor or administrator (if any) of LIBOR has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans in the U.S. loan market in U.S. dollars, then Corporate Taxpayer shall (as determined by Corporate Taxpayer to be consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace LIBOR for all purposes under this Agreement. In connection with the establishment and application of the Replacement Rate, this Agreement shall be amended solely with the consent of Corporate Taxpayer and Holdings, as may be necessary or appropriate, in the reasonable judgment of Corporate Taxpayer, to effect the provisions of this Section. The Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for Corporate Taxpayer, such Replacement Rate shall be applied as otherwise reasonably determined by Corporate Taxpayer.

 

8


Limited Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

Market Value” shall mean the closing price per share of the Class A Common Stock on the applicable determination date on the national securities exchange or interdealer quotation system on which such Class A Common Stock is then traded or listed, as reported by the Wall Street Journal (or other mutually acceptable electronic or print publication); provided, that if the closing price is not reported by the Wall Street Journal (or such other mutually acceptable electronic or print publication) for the applicable determination date, then the “Market Value” shall mean the closing price of the Class A Common Stock on the Business Day immediately preceding such determination date on the national securities exchange or interdealer quotation system on which such Class A Common Stock is then traded or listed, as reported by the Wall Street Journal (or such other mutually acceptable electronic or print publication); provided, further, that if the Class A Common Stock is not then listed on a national securities exchange or interdealer quotation system, “Market Value” shall mean the fair market value of the Class A Common Stock on the applicable determination date, as determined by the Board in good faith.

Member of the Immediate Family” means, with respect to any Person who is an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.

Merger” has the meaning set forth in the Former Limited Partner Tax Receivable Agreement.

Net Tax Benefit” means for any taxable year the amount equal to 85% of the Cumulative Net Realized Tax Benefit, if any, as of the end of such taxable year (or portion thereof).

Non-Stepped Up Tax Basis” means, with respect to any Reference Asset at any time, the Tax basis that such asset would have had at such time if no Basis Adjustments had been made and if the Common Basis were equal to zero.

Objection Notice” has the meaning set forth in Section 2.2(a) of this Agreement.

Partnership Interest Holder” has the meaning set forth in the Recitals of this Agreement.

 

9


Partnership Interests” has the meaning set forth in the Recitals of this Agreement.

Payment Date” means any date on which a payment is required to be made pursuant to this Agreement.

Person” means an individual, a partnership (including a limited partnership), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a governmental entity.

Pre-Exchange Transfer” means, with respect to a Partnership Interest (or, in the case of a “disguised sale” described under Section 707 of the Code, other interests in Holdings or its assets), any transfer (including upon the death of a Partnership Interest Holder) (i) that occurs prior to an Exchange of such Partnership Interest (or such other interests in Holdings or its assets) and (ii) to which Section 734(b) or 743(b) of the Code applies.

Realized Tax Benefit” means, for a taxable year (or portion thereof), the excess, if any, of the Hypothetical Tax Liability for such taxable year (or portion thereof) over the actual liability for Taxes for such taxable year (or portion thereof) of (i) Corporate Taxpayer, (ii) its consolidated Subsidiaries, and (iii) without duplication, Holdings and its Subsidiaries, but only with respect to Corporate Taxpayer and its consolidated Subsidiaries’ pro rata shares of the Tax liability of Holdings and its Subsidiaries for such taxable year (or portion thereof). If all or a portion of the actual liability for such Taxes for the taxable year arises as a result of an audit by a Taxing Authority of any taxable year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination. If an “actual liability” for Taxes is being calculated with respect to a portion of a taxable year, then calculations of such actual liability (including determinations relating to Basis Adjustments, Common Basis, Former Limited Partner Tax Receivable Agreement Basis Items and Imputed Interest to the extent applicable) shall be made as if there were an interim closing of the books of the relevant entity and its Subsidiaries and the taxable year had closed on the relevant date.

Realized Tax Detriment” means, for a taxable year (or portion thereof), the excess, if any, of the actual liability for Taxes for such taxable year (or portion thereof) of (i) Corporate Taxpayer, (ii) its consolidated Subsidiaries, and (iii) without duplication, Holdings and its Subsidiaries, but only with respect to Corporate Taxpayer and its consolidated Subsidiaries’ pro rata shares of the Tax liability of Holdings and its Subsidiaries for such taxable year (or portion thereof) over the Hypothetical Tax Liability for such taxable year (or portion thereof). If all or a portion of the actual liability for such Taxes for the taxable year arises as a result of an audit by a Taxing Authority of any taxable year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination. If an “actual liability” for Taxes is being calculated with respect to a portion of a taxable year, then calculations of such actual liability (including

 

10


determinations relating Basis Adjustments, Common Basis, Former Limited Partner Tax Receivable Agreement Basis Items and Imputed Interest to the extent applicable) shall be made as if there were an interim closing of the books of the relevant entity and its Subsidiaries and the taxable year had closed on the relevant date.

Reconciliation Dispute” has the meaning set forth in Section 7.8 of this Agreement.

Reconciliation Procedures” has the meaning set forth in Section 2.2(a) of this Agreement.

Reference Asset” means (a) with respect to any Exchange, an asset that is held by the Holdings Group, at the time of such Exchange and (b) any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.

Reorganization Agreement” means that certain Master Reorganization Agreement dated as of [•], 2021 by and among Corporate Taxpayer, Holdings, CD&R Associates X Waterworks, L.P., CD&R Waterworks Holdings GP, Ltd., CD&R WW Holdings, L.P., CD&R Waterworks Holdings, L.P., Core & Main Management Feeder, LLC, Core & Main GP, LLC, CD&R Plumb Buyer, LLC, CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P., CD&R WW Holdings, LLC, CD&R WW, LLC, CD&R WW Advisor, LLC, Brooks Merger Sub 1, Inc. and Brooks Merger Sub 2, Inc.

Schedule” means any of the following: (i) a Tax Benefit Schedule, or (ii) the Early Termination Schedule, and, in each case, any amendments thereto.

Senior Obligations” has the meaning set forth in Section 5.1 of this Agreement.

Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall control the management of any such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries.

 

11


Tax Benefit Payment” has the meaning set forth in Section 3.1(b) of this Agreement.

Tax Benefit Schedule” has the meaning set forth in Section 2.1(a) of this Agreement.

Tax Return” means any return, declaration, election, report or similar statement filed or required to be filed with a Taxing Authority with respect to Taxes (including any attached schedules), including any information return, claim for refund, declaration of estimated Tax, and amendments of any of the foregoing.

Taxes” means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.

Taxing Authority” shall mean any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

Transferred Basis” means the Tax basis of the Reference Assets that are depreciable or amortizable for U.S. federal income tax purposes, in respect of which Corporate Taxpayer may be entitled to deductions as a result of an Exchange or Contribution by a Partnership Interest Holder.

Treasury Regulations” means the final, temporary and (to the extent they can be relied upon) proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

Valuation Assumptions” shall mean, as of an Early Termination Date, the assumptions that (1) in each taxable year ending on or after such Early Termination Date, Corporate Taxpayer and its consolidated Subsidiaries will have taxable income sufficient to fully use the tax items arising from the Basis Adjustments, Common Basis, Former Limited Partner Tax Receivable Agreement Items and Imputed Interest) during such taxable year (including, for the avoidance of doubt, Basis Adjustments that would result from post-Early Termination Date Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal, state and local income tax rates (and, if applicable, foreign income tax rates) that will be in effect for each such taxable year will be those specified for each such taxable year by the Code and other law as in effect on the Early Termination Date (but taking into account for the applicable taxable years adjustments to the tax rates that have been enacted as of the Early Termination Date with a delayed effective date), (3) any loss carryovers generated by any Basis Adjustment, Common Basis, Former Limited Partner Tax

 

12


Receivable Agreement Items or Imputed Interest, and available as of the Early Termination Date will be used by Corporate Taxpayer on a pro rata basis from the Early Termination Date through the earlier of the scheduled expiration date of such loss carryovers and the fifth (5th) anniversary of the Early Termination Date, (4) any non-amortizable assets (other than stock of Corporate Taxpayer’s consolidated Subsidiaries with which Corporate Taxpayer files a consolidated return) will be disposed of in a taxable sale on the fifteenth anniversary of the applicable Basis Adjustment for an amount sufficient to fully use the Basis Adjustments with respect to such assets and any short-term investments (including cash equivalents) will be disposed of 12 months following the Early Termination Date; provided that, in the event of a Change in Control which includes a taxable sale of any relevant asset, such non-amortizable assets shall be deemed disposed of at the time of the Change in Control (if earlier than such fifteenth anniversary), (5) if, on the Early Termination Date, a Partnership Interest Holder has Partnership Interests that have not been Exchanged, then each such Partnership Interest shall be deemed to be Exchanged for the Market Value of the Class A Common Stock on the Early Termination Date, and such Partnership Interest Holder shall be deemed to receive the amount of cash such Partnership Interest Holder would have been entitled to pursuant to this Agreement had such Partnership Interests actually been Exchanged on the Early Termination Date , determined using the Valuation Assumptions and (6) any payment obligations pursuant to this Agreement will be satisfied on the date that any Tax Return to which such payment obligation relates is required to be filed excluding any extensions.

Voting Securities” shall mean any securities of Corporate Taxpayer which are entitled to vote generally on matters submitted for a vote of Corporate Taxpayer’s stockholders or generally in the election of the Board.

1.2. Terms Generally. In this Agreement, unless otherwise specified or where the context otherwise requires:

(a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement;

(b) words importing any gender shall include other genders;

(c) words importing the singular only shall include the plural and vice versa;

(d) the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation”;

(e) the words “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;

 

13


(f) references to “Articles”, “Exhibits”, “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement;

(g) references to any Person include the successors and permitted assigns of such Person;

(h) the use of the words “or”, “either” and “any” shall not be exclusive;

(i) the word “or” shall be construed to be used in the inclusive sense of “and/or”;

(j) wherever a conflict exists between this Agreement and any other agreement among parties hereto, this Agreement shall control but solely to the extent of such conflict;

(k) references to “$” or “dollars” means the lawful currency of the United States of America;

(l) references to any agreement, contract or schedule, unless otherwise stated, are to such agreement, contract or schedule as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; and

(m) the parties hereto have participated collectively in the negotiation and drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, it is the intention of the parties that this Agreement shall be construed as if drafted collectively by the parties hereto, and that no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement.

 

14


ARTICLE II.

DETERMINATION OF CERTAIN REALIZED TAX BENEFITS

2.1. Tax Benefit Schedule.

(a) Tax Benefit Schedule. Within one hundred and twenty (120) calendar days after the due date (taking into account valid extensions) of the U.S. federal income Tax Return of Corporate Taxpayer (or its consolidated Subsidiaries, as applicable) for any taxable year in which there is a Realized Tax Benefit or Realized Tax Detriment, Corporate Taxpayer shall provide to the CD&R Representative a schedule showing in reasonable detail the calculation of the Realized Tax Benefit or Realized Tax Detriment for such taxable year and any Tax Benefit Payment in respect of each Partnership Interest Holder (other than any former Partnership Interest Holder that has no rights to further payments under this Agreement) (a “Tax Benefit Schedule”). The Tax Benefit Schedules provided by Corporate Taxpayer will become final as provided in Section 2.2(a) and may be amended as provided in Section 2.2(b).

(b) Applicable Principles. Subject to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each taxable year is intended to measure the decrease or increase in the actual liability for Taxes of Corporate Taxpayer and its consolidated Subsidiaries (and Holdings and its Subsidiaries, as applicable and without duplication) for such taxable year (or portion thereof) attributable to the Basis Adjustments, Common Basis, Former Limited Partner Tax Receivable Agreement Items and Imputed Interest, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes of Corporate Taxpayer and its consolidated Subsidiaries (and Holdings and its Subsidiaries, as applicable and without duplication) will take into account any deduction in respect of Imputed Interest. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments, Former Limited Partner Tax Receivable Agreement Basis Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. The parties agree that (i) all Tax Benefit Payments to a Partnership Interest Holder attributable to the Basis Adjustments and the Common Basis in respect of a taxable Exchange will be treated as subsequent upward purchase price adjustments that have the effect of creating additional Basis Adjustments in respect of such Partnership Interest Holder to Reference Assets for Corporate Taxpayer or its consolidated Subsidiaries, as applicable, in the year of payment and (ii) as a result, such additional Basis Adjustments in respect of such Partnership Interest Holder will be incorporated into the current year calculation and into future year calculations, as appropriate. The parties agree that (i) all Tax Benefit Payments (other than the portion of the Tax Benefit Payments treated as Imputed Interest thereon) attributable to Common Basis in connection with a Contribution will be treated as other property or money for purposes of Section 351 of the Code and will not be treated as a dividend and (ii) the actual tax liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest.

(c) Holdings Group Section 754 Elections. Notwithstanding anything to the contrary, in its capacity as the sole managing member of Holdings, Corporate Taxpayer will ensure that, on and after the date hereof and continuing throughout the term of this Agreement, Holdings and any other member of the Holdings Group that is treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law) for each taxable year.

(d) Exchange Basis Schedule. If requested by the CD&R Representative no later than 30 days prior to the due date (without taking into account any permitted extensions) of the U.S. federal income Tax Return of Corporate Taxpayer (or its consolidated Subsidiaries, as applicable), Corporate Taxpayer shall, no later than the date the Tax Benefit Schedule for the applicable year is delivered, deliver to the CD&R Representative a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement for each Partnership Interest Holder, (i) the Non-Stepped Up Tax Basis of the Reference Assets in respect of such Partnership Interest Holder as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Reference Assets in respect of such Partnership Interest Holder as a result of the Exchanges effected in the taxable year (or, if requested, effected in prior taxable years) by such Partnership Interest Holder, calculated in the aggregate, (iii) the Common Basis, (iv) the period (or periods) over which the Reference Assets in respect of such Partnership Interest Holder are amortizable and/or depreciable and (v) the period (or periods) over which each Basis Adjustment and the Common Basis in respect of such Partnership Interest Holder is amortizable and/or depreciable.

 

15


2.2. Procedure; Amendments.

(a) Procedure. Every time Corporate Taxpayer delivers to the CD&R Representative an applicable Schedule under this Agreement, including any Amended Schedule delivered pursuant to Section 2.2(b) and any Early Termination Schedule or amended Early Termination Schedule, Corporate Taxpayer shall also (i) allow the CD&R Representative reasonable access, at Corporate Taxpayer’s sole cost, to the appropriate representatives, as determined by Corporate Taxpayer, at Corporate Taxpayer and the Advisory Firm that prepared the relevant Corporate Taxpayer Returns in connection with a review of such Schedule and (ii) provide a copy of the applicable Schedule upon request to any Partnership Interest Holder if such Partnership Interest Holder holds five percent (5%) or more of the present value of all Early Termination Payments under this Agreement (measured by present value of payments due under this Agreement, using the present value calculation and assumptions described under Section 4.3(b) below assuming for such purpose the Early Termination Date is the date the applicable Schedule is delivered). Without limiting the application of the preceding sentence, Corporate Taxpayer shall, upon request, deliver to the CD&R Representative the relevant Corporate Taxpayer Returns as well as any other work papers and supporting schedules but shall be entitled to redact any information that it reasonably believes is unnecessary for purposes of the calculations contemplated by this Agreement. Without limiting the generality of the foregoing, Corporate Taxpayer shall ensure that any such Schedule, along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the Actual Tax Liability and the Hypothetical Tax Liability and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall, subject to the final sentence of this Section 2.2(a), become final and binding on each Partnership Interest Holder and the CD&R Representative thirty (30) calendar days from the first date on which Corporate Taxpayer sent the CD&R Representative the applicable Schedule or amendment thereto unless (a) the CD&R Representative within thirty (30) calendar days after the date Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith (an “Objection Notice”) or (b) the CD&R Representative provides a written waiver of the right of the CD&R Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If the parties are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, the parties shall employ the reconciliation procedures described in Section 7.8 of this Agreement (the “Reconciliation Procedures”). If a Schedule (or any “Schedule” (as defined in the Former Limited Partner Tax

 

16


Receivable Agreement)) relating to the calculation of payments payable to any Partnership Interest Holder or any of their respective Affiliates hereunder (or to any recipient under the Former Limited Partner Tax Receivable Agreement) is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other Partnership Interest Holders, would change the amounts payable to such other Persons hereunder, Corporate Taxpayer shall utilize such revised methodology with respect to all Partnership Interest Holders and make additional payments (or reduce future payments), as applicable.

(b) Amended Schedule. The applicable Schedule for any taxable year may be amended from time to time by Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified after the date the Schedule was provided to the CD&R Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such taxable year attributable to a carryback or carryforward of a loss or other tax item to such taxable year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such taxable year attributable to an amended Tax Return filed for such taxable year, or (vi) to take into account payments made pursuant to this Agreement or under the Former Limited Partner Tax Receivable Agreement (any such Schedule, an “Amended Schedule”).

2.3. Consistency with Tax Returns. Notwithstanding anything to the contrary herein, all calculations and determinations hereunder, including Basis Adjustments, Former Limited Partner Tax Receivable Agreement Basis Adjustments the Schedules, and the determination of the Realized Tax Benefit or Realized Tax Detriment, shall be made in accordance with any elections, methodologies or positions taken on the relevant Corporate Taxpayer Returns.

ARTICLE III.

TAX BENEFIT PAYMENTS

3.1. Payments.

(a) Payments. Subject to Section 3.3, within five (5) Business Days after all the Tax Benefit Schedules with respect to the taxable year delivered to the CD&R Representative and any Partnership Interest Holder entitled to receive a Tax Benefit Schedule pursuant to this Agreement become final in accordance with Article II of this Agreement, Corporate Taxpayer shall pay or cause to be paid to each applicable Partnership Interest Holder for such taxable year such Partnership Interest Holder’s Tax Benefit Payment (if any) determined pursuant to Section 3.1(b). Each such payment shall be made, at the sole discretion of Corporate Taxpayer, by wire or Automated Clearing House transfer of immediately available funds to the bank account previously designated by the applicable Partnership Interest Holder to Corporate Taxpayer or as otherwise agreed by Corporate Taxpayer and the applicable Partnership Interest Holder. [Notwithstanding anything herein to the contrary, the aggregate payments to a Partnership Interest Holder under this Agreement shall not exceed [•%] in respect of an Exchange and [•%] in respect of a Contribution of the fair market value of the consideration received by a Partnership Interest Holder in connection with the transactions contemplated by this Agreement and the Reorganization Agreement.]

 

17


(b) A “Tax Benefit Payment” in respect of a Partnership Interest Holder for a taxable year means an aggregate amount, not less than zero, which Corporate Taxpayer is required to pay or cause to be paid pursuant to Section 3.1 of this Agreement, equal to the sum of the Net Tax Benefit allocable to such Partnership Interest Holder and the Interest Amount in respect of such Partnership Interest Holder. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration for the acquisition of Partnership Interests in Exchanges, unless otherwise required by law, as reasonably determined by Corporate Taxpayer. The Net Tax Benefit allocable to such Partnership Interest Holder for a taxable year shall be an amount equal to the portion of such Net Tax Benefit derived from any Basis Adjustment, Common Basis or Imputed Interest that is attributable to such Partnership Interest Holder as of the end of such taxable year (or portion thereof) over the total amount of payments previously made under this Section 3.1 in respect of such Partnership Interest Holder (excluding payments of Interest Amounts); provided, for the avoidance of doubt, that a Partnership Interest Holder shall not be required to return any portion of any previously made Tax Benefit Payment except in the case of manifest error. The “Interest Amount” in respect of such Partnership Interest Holder for a taxable year (or portion thereof) shall equal the interest on the portion of the Net Tax Benefit allocable to such Partnership Interest Holder with respect to such taxable year (or portion thereof) calculated at the Agreed Rate compounded annually from the due date (without extensions) for filing the U.S. federal income Tax Return of Corporate Taxpayer for such taxable year until the earlier of (i) the Payment Date or (ii) the date on which Corporate Taxpayer makes the relevant Tax Benefit Payment due on such Payment Date. The Net Tax Benefit allocable to such Partnership Interest Holder and the Interest Amount shall be determined separately with respect to each separate Exchange on an individual basis by reference to the resulting Basis Adjustment to Corporate Taxpayer.

3.2. Duplicative Payments. It is intended that the provisions of this Agreement will not result in a duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of (i) this Agreement, subject to ARTICLE IV and Section 7.12 and (ii) the Former Limited Partner Tax Receivable Agreement, subject to Article IV and Section 7.12 of the Former Limited Partner Tax Receivable Agreement, will result in 85% of the Cumulative Net Realized Tax Benefit (but calculated taking into account all Exchanges by all Partnership Interest Holders as of any time and all Mergers by all Exchanged Owners) as of any determination date being paid in the aggregate to the Partnership Interest Holders pursuant to this Agreement and the Exchanged Owners pursuant to the Former Limited Partner Tax Receivable Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.

 

18


3.3. Pro Rata Payments; Coordination of Benefits.

(a) Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate tax benefit of Corporate Taxpayer, or its consolidated Subsidiaries, as applicable, with respect to the Basis Adjustments, Common Basis, Former Limited Partner Tax Receivable Agreement Items and Imputed Interest is limited in a particular taxable year because Corporate Taxpayer or its consolidated Subsidiaries, as applicable, do not have sufficient taxable income to utilize the tax benefits with respect to the Basis Adjustments, Common Basis, Former Limited Partner Tax Receivable Agreement Items or Imputed Interest or any other limitation prevents the use of such tax benefits, the Tax Benefit Payments and “Tax Benefit Payments” (as defined in the Former Limited Partner Tax Receivable Agreement) payable shall be allocated among all parties eligible for payments hereunder and under the Former Limited Partner Tax Receivable Agreement in proportion to the respective amounts of the Tax Benefit Payment or “Tax Benefit Payment” (as defined in the Former Limited Partner Tax Receivable Agreement) that would have been paid to each such party if Corporate Taxpayer and, as applicable, its consolidated Subsidiaries, had sufficient taxable income so that there were no such limitation (or such other limitations did not apply).

(b) After taking into account Section 3.3(a), if for any reason Corporate Taxpayer does not fully satisfy its payment obligations to make or cause to be made all Tax Benefit Payments due under this Agreement in respect of a particular taxable year, then Corporate Taxpayer and the parties agree that no Tax Benefit Payment shall be made in respect of any taxable year until all Tax Benefit Payments in respect of prior taxable years have been made in full. If for any reason the Tax Benefit Payments are to be partially but not fully satisfied with respect to a taxable year, such Tax Benefit Payments shall be made in the same proportion as the Tax Benefit Payments that would have been paid to each Partnership Interest Holder if Corporate Taxpayer were to satisfy its obligation in full.

ARTICLE IV.

TERMINATION

4.1. Early Termination, Change in Control and Breach of Agreement.

(a) Corporate Taxpayer may, with the consent of a majority of the disinterested members of the Board in accordance with the Delaware General Corporation Law, terminate this Agreement with respect to all amounts payable to (i) all of the Partnership Interest Holders (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to each such Partnership Interest Holder an Early Termination Payment and (ii) any Partnership Interest Holder that is a natural person; provided, however, in each case that this Agreement shall only terminate with respect to any such Partnership Interest Holder upon the payment of such Early Termination Payment to such Partnership Interest Holder, and provided, further, that Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at

 

19


which any Early Termination Payment has been paid. Upon payment of an Early Termination Payment to any Partnership Interest Holder, neither such Partnership Interest Holder nor Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any Tax Benefit Payment (1) agreed to by Corporate Taxpayer and such Partnership Interest Holder as due and payable but unpaid as of the Early Termination Date, (2) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (3) due for the taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (1), (2) and (3) are included in the calculation of the Early Termination Payment). Notwithstanding the foregoing, Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) unless (i) no further payments are required under the Former Limited Partner Tax Receivable Agreement or (2) the Former Limited Partner Tax Receivable Agreement is terminated pursuant to Section 4.1(a) of the Former Limited Partner Tax Receivable Agreement concurrently with the termination of this Agreement pursuant to this Section 4.1(a). If an Exchange occurs with respect to Partnership Interests (or other interests in the company or its assets pursuant to a “disguised sale” transaction for U.S. federal income tax purposes) with respect to which Corporate Taxpayer has previously paid or cause to be paid to the applicable Partnership Interest Holder an Early Termination Payment, Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

(b) In the event that there occurs a Change in Control or Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder, under the Former Limited Partner Tax Receivable Agreement, or by operation of law as a result of the rejection of this Agreement in a case commenced under the United States Bankruptcy Code or otherwise or (2)(A) commences any case, proceeding or other action (i) under any existing or future law of any jurisdiction , domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (B) there is commenced against Corporate Taxpayer any case, proceeding or other action of the nature described in clause (B) above that remains undismissed or undischarged for a period of sixty (60) calendar days, then all obligations hereunder shall be accelerated, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change in Control or breach, as applicable, to each Partnership Interest Holder and shall include (1) each Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such Change in Control or breach (and Corporate Taxpayer shall provide each Partnership Interest Holder with an Early Termination Schedule, which shall become final in accordance with the procedures set forth in Section 4.2), (2) any Tax Benefit Payment agreed to by

 

20


Corporate Taxpayer and any Partnership Interest Holder as due and payable but unpaid as of the date of such Change in Control or breach, as applicable, (3) any Tax Benefit Payment that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (4) any Tax Benefit Payment due for the taxable year ending with or including the date of such Change in Control or breach, as applicable (except to the extent that the amounts described in clauses (2), (3) and (4) are included in the calculation of the amount described in clause (1)). Notwithstanding the foregoing, in the event that Corporate Taxpayer materially breaches this Agreement, each Partnership Interest Holder shall be entitled to elect to receive the amounts set forth in clauses (1), (2), (3) and (4) above or to seek specific performance of the terms hereof. The parties agree that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if Corporate Taxpayer fails to make or cause to be made any Tax Benefit Payment (or portion thereof) when due to the extent that the Board determines in good faith that Corporate Taxpayer has insufficient funds (taking into account funds of its consolidated Subsidiaries that are permitted to be distributed to Corporate Taxpayer (in contemplation of this Agreement or otherwise) pursuant to the terms of any applicable credit agreements or other documents evidencing indebtedness (each as interpreted by the Board in good faith), including any available funds under any revolving credit facility of Holdings or its consolidated Subsidiaries, but not taking into account funds of Subsidiaries that are not permitted to be distributed pursuant to the terms of such credit agreements or other documents and not taking into account funds reasonably reserved for reasonably expected liabilities or expenses) to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Board determines in good faith that (x) Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by credit agreements or any other documents evidencing indebtedness to which Holdings or any of its Subsidiaries is a party, guarantor or otherwise an obligor as of the date of this Agreement (the “Initial Debt Documents”) or any other document evidencing indebtedness to which Holdings or any of its Subsidiaries becomes a party, guarantor or otherwise an obligor thereafter to the extent the terms of such other documents are not materially more restrictive in respect of Corporate Taxpayer’s ability to receive from its Subsidiaries funds sufficient to make such payments compared to the terms of the Initial Debt Documents (as determined by the Board in good faith); provided, however, that Corporate Taxpayer uses good faith efforts to remove such limitations to the extent required to make such interest payments unless such efforts could have an adverse effect on Corporate Taxpayer, Holdings or their Subsidiaries, or (y) such payments could (I) be set aside as fraudulent transfers or conveyances or similar actions under fraudulent transfer laws or (II) could cause Corporate Taxpayer or its consolidated Subsidiaries to be undercapitalized, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).

(c) Refinancing of the Initial Debt Documents. Without the consent of the CD&R Representative, Corporate Taxpayer shall not incur additional indebtedness, enter into any new credit agreement or refinance any Initial Debt Document that, in each case, has terms more restrictive in respect of Corporate Taxpayer’s ability to make payments under this Agreement than the Initial Debt Documents.

 

21


4.2. Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the CD&R Representative and each Partnership Interest Holder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for each Partnership Interest Holder. The Early Termination Schedule provided to a Partnership Interest Holder shall become final and binding on each Partnership Interest Holder and the CD&R Representative thirty (30) calendar days from the first date on which Corporate Taxpayer sent the CD&R Representative such Early Termination Schedule unless (a) the CD&R Representative within thirty (30) calendar days after the date Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable Partnership Interest Holder provides a written waiver of the right of the CD&R Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the CD&R Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the CD&R Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Partnership Interest Holders in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to any Partnership Interest Holder or any of its respective Affiliates hereunder or to any recipient under the Former Limited Partner Tax Receivable Agreement is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other Partnership Interest Holders or such other recipient, would change the amounts payable to such other Persons hereunder or under the Former Limited Partner Tax Receivable Agreement, Corporate Taxpayer shall utilize such revised methodology with respect to all Partnership Interest Holders and make additional payments (or reduce payments, if any), as applicable.

4.3. Payment upon Early Termination.

(a) Within five (5) Business Days after the Early Termination Effective Date, Corporate Taxpayer shall pay or cause to be paid to each Partnership Interest Holder an amount equal to its Early Termination Payment. Such payment shall be made, at the sole discretion of Corporate Taxpayer, by wire or Automated Clearing House transfer of immediately available funds to a bank account or accounts designated by the applicable Partnership Interest Holder or as otherwise agreed by Corporate Taxpayer and the Partnership Interest Holder.

 

22


(b) An “Early Termination Payment” in respect of a Partnership Interest Holder shall equal the net present value, discounted at the Early Termination Rate as of the Early Termination Date, of all Tax Benefit Payments that would be required to be paid by Corporate Taxpayer to the applicable Partnership Interest Holder under Section 3.1(a) of this Agreement beginning from the Early Termination Date and assuming that the Valuation Assumptions are applied.

ARTICLE V.

SUBORDINATION AND LATE PAYMENTS

5.1. Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment (or portion thereof) or Early Termination Payment required to be made to a Partnership Interest Holder under this Agreement shall rank subordinate and junior in right of payment to any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or the reorganization of Corporate Taxpayer or any Subsidiary thereof), fees, premiums, charges, expenses, attorneys’ fees or other obligations in respect of indebtedness for borrowed money of Corporate Taxpayer (and its consolidated Subsidiaries, if applicable) (“Senior Obligations”) and shall rank pari passu with all current or future unsecured obligations of Corporate Taxpayer (and its consolidated Subsidiaries, as applicable) that are not Senior Obligations. Notwithstanding any provision of this Agreement to the contrary, to the extent that Corporate Taxpayer or any of its Affiliates enters into future Tax receivable or other similar agreements, Corporate Taxpayer shall ensure that the terms of any such Tax receivable agreement (other than the Former Limited Partners Tax Receivable Agreement) shall provide that the payments pursuant to this Agreement are considered senior in priority to any payments pursuant to any such future Tax receivable agreement.

5.2. Late Payments by Corporate Taxpayer. The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made to a Partnership Interest Holder when due under the terms of this Agreement shall be payable promptly following the first time at which Corporate Taxpayer is permitted to make such Tax Benefit Payment or Early Termination Payment together with any interest thereon, computed at the Default Rate (or the Agreed Rate, to the extent expressly contemplated by this Agreement) and commencing from, (a) in the case of a Tax Benefit Payment (or portion thereof) due and payable pursuant to Article III, the Payment Date and (b) in the case of an Early Termination Payment or any other payment not described in clause (a) above, from the date on which such payment was due and payable.

 

23


ARTICLE VI.

NO DISPUTES; CONSISTENCY; COOPERATION

6.1. Participation in Corporate Taxpayers and Holdings Tax Matters. Except as otherwise provided herein or in the Reorganization Agreement, Exchange Agreement or Limited Partnership Agreement, Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning Corporate Taxpayer (and its consolidated Subsidiaries), Holdings and their respective Subsidiaries, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, Corporate Taxpayer shall notify the CD&R Representative of, and keep the CD&R Representative reasonably informed with respect to, the portion of any audit of Corporate Taxpayer or Holdings by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the CD&R Representative, any Partnership Interest Holder or any of their respective Affiliates under this Agreement, and shall provide to the CD&R Representative reasonable opportunity to provide information and other input to Corporate Taxpayer, Holdings and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that Corporate Taxpayer and Holdings shall not take any action that is inconsistent with any provision of the Limited Partnership Agreement or Exchange Agreement.

6.2. Consistency. Corporate Taxpayer and each Partnership Interest Holder agree to report and cause to be reported for all purposes, including federal, state and local Tax purposes, all Tax-related items (including the Basis Adjustments and each Tax Benefit Payment and any Imputed Interest) in a manner consistent with that specified by Corporate Taxpayer in any Schedule provided by or on behalf of Corporate Taxpayer under this Agreement unless otherwise required by law based on written advice of an Advisory Firm. Corporate Taxpayer shall (and shall cause Holdings and its other Subsidiaries to) use reasonable efforts (for the avoidance of doubt, taking into account the interests and entitlements of all parties under this Agreement) to defend the Tax treatment contemplated by this Agreement and any Schedule in any audit, contest or similar proceeding with any Taxing Authority. Each Partnership Interest Holder that intends to report inconsistently with any Schedule provided by or on behalf of Corporate Taxpayer under this Agreement shall provide thirty (30) days advance written notice to Corporate Taxpayer.

6.3. Cooperation. Each Partnership Interest Holder shall (a) furnish to Corporate Taxpayer in a timely manner such information, documents and other materials as Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return, complying with any Tax law, or contesting or defending any audit, examination or controversy with any Taxing Authority or other governmental authority, (b) make itself available to Corporate Taxpayer and its representatives to provide explanations of documents and materials and such other information as Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably

 

24


cooperate in connection with any such matter. Corporate Taxpayer shall reimburse the Partnership Interest Holder for any reasonable third-party costs and expenses incurred pursuant to this Section 6.3. Upon the request of any Partnership Interest Holder, Corporate Taxpayer shall cooperate in taking any action reasonably requested by such Partnership Interest Holder in connection with its tax or financial reporting and/or the consummation of any assignment or transfer of any of such Partnership Interest Holder’s rights and/or obligations under this Agreement, including, without limitation, providing any information or executing any documentation.

ARTICLE VII.

MISCELLANEOUS

7.1. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 7.1):

If to Corporate Taxpayer or Holdings, to:

Core & Main, Inc.

1830 Craig Park Court

St. Louis, Missouri 63146

Email: X

Attention: General Counsel and Secretary

with a copy (which shall not constitute notice) to:

Debevoise and Plimpton LLP

919 Third Avenue

New York, New York 10022

E-mail: pmrodel@debevoise.com

Attention: Paul M. Rodel, Esq.

If to the CD&R Representative or its Affiliates:

Clayton, Dubilier & Rice, LLC

375 Park Avenue,18th Floor

New York, New York 10152

Email: X

Attention: X

 

25


with a copy (which shall not constitute notice) to:

Debevoise and Plimpton LLP

919 Third Avenue

New York, New York 10022

E-mail: pmrodel@debevoise.com

Attention: Paul M. Rodel, Esq.

If to any Partnership Interest Holder, to the address and other contact information set forth in the records of Corporate Taxpayer from time to time.

Any party may change its address or e-mail by giving the other party written notice of its new address or e-mail in the manner set forth above.

7.2. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or by e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, by e-mail delivery of a “.pdf” format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 7.2.

7.3. Entire Agreement; Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

7.4. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

7.5. Successors; Assignment; Amendments; Waivers.

(a) A Partnership Interest Holder shall be permitted to transfer any of its rights in whole or in part only upon execution and delivery by the transferee of a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement, in which the transferee agrees to become, and accordingly shall be, a “Partnership Interest Holder” for all purposes of this Agreement, except as otherwise provided in such joinder. If the CD&R Representative or one of its Affiliates assigns its rights under this Agreement, such transferee shall also have the rights provided to the CD&R Representative.

 

26


(b) No provision of this Agreement may be amended unless such amendment is approved in writing by (i) Corporate Taxpayer, (ii) each Partnership Interest Holder party to the Agreement that, together with its Affiliates, would be entitled to ten percent (10%) or more of the present value of all Early Termination Payments under this Agreement (measured by present value of payments due under this Agreement, using the present value calculation and assumptions described under Section 4.3(b) above assuming for such purpose the Early Termination Date is the date the amendment is proposed to the Partnership Interest Holders) and (iii) the CD&R Representative to the extent such amendment would affect the rights of the CD&R Representative or any of its Affiliates, provided that no amendment may be effected that adversely and disproportionately affects the interest of any Partnership Interest Holder without the consent of such Partnership Interest Holder. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.

(c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Corporate Taxpayer would be required to perform if no such succession had taken place (except to the extent expressly provided by this Agreement and provided that, for the avoidance of doubt, if a Change in Control has occurred and an Early Termination Payment is required to be made then Corporate Taxpayer’s payment obligations shall be determined taking into account the provisions of ARTICLE IV).

7.6. Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

7.7. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and (b) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708.

 

27


(b) The parties irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the state of Delaware in connection with any action relating to this Agreement and each party agrees (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of such agent, and (ii) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. Any action against any party relating to the foregoing shall be brought in the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any action, to the exclusive jurisdiction of the Superior Court of the State of Delaware (Complex Commercial Division) or, if the subject matter jurisdiction over the action is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware), and any appellate courts of any thereof. To the extent not prohibited by applicable law, each party hereto waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in the above-named courts, any claim that such party is not subject personally to the jurisdiction of such courts, that such party’s property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Agreement or the subject matter thereof, may not be enforced in or by such courts.

(c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 7.7(C) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.7(C) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

 

28


7.8. Reconciliation. In the event that Corporate Taxpayer and the CD&R Representative are unable to resolve a disagreement with respect to the matters governed by ARTICLE II or ARTICLE IV within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to such parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and (unless Corporate Taxpayer and the CD&R Representative agree otherwise), the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with Corporate Taxpayer or the CD&R Representative or its Affiliates or other actual or potential conflict of interest. If the applicable parties are unable to agree on an Expert within fifteen (15) calendar days of the end of the thirty (30) calendar-day period set forth in Section 2.1 or Section 4.2, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or, in each case, as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. If the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement), the undisputed amount shall be paid on the date prescribed by this Agreement, subject to adjustment upon resolution. For the avoidance of doubt, this Section 7.8 shall not restrict the ability of Corporate Taxpayer or its Affiliates to determine when or whether to file or amend any Tax Return. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne equally by Corporate Taxpayer and the Partnership Interest Holders participating in the Reconciliation Dispute (on a pro rata basis based on relative proportion of all Early Termination Payments under this Agreement, measured by present value of payments due under this Agreement, using the present value calculation and assumptions described under Section 4.3(b) above assuming for such purpose the Early Termination Date is the date the Reconciliation Dispute is resolved). Corporate Taxpayer may withhold payments under this Agreement to collect amounts due under the preceding sentence. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.8 shall be binding on Corporate Taxpayer and the CD&R Representative or its Affiliates, as applicable, participating in the Reconciliation Dispute and may be entered and enforced in any court having jurisdiction.

 

29


7.9. Withholding. Corporate Taxpayer shall be entitled to deduct and withhold or cause to be deducted and withheld from any payment payable pursuant to this Agreement to a Partnership Interest Holder such amounts as Corporate Taxpayer determines in good faith it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax law, provided that prior to deducting or withholding any such amounts, Corporate Taxpayer shall notify the applicable Partnership Interest Holder and shall consult in good faith with such Partnership Interest Holder regarding the basis for such deduction or withholding. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Partnership Interest Holder.

7.10. Admission of Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.

(a) If Corporate Taxpayer and its consolidated Subsidiaries are or become members of a combined, consolidated, affiliated or unitary group that files a consolidated, combined or unitary income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the relevant group as a whole; and (ii) Tax Benefit Payments, Net Tax Benefit, Cumulative Net Realized Tax Benefit, Realized Tax Benefit, Realized Tax Detriment, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated (or combined or unitary, where applicable) taxable income, gain, loss, deduction and attributes of the relevant group as a whole.

(b) If any entity that is or may be obligated to make a Tax Benefit Payment or Early Termination Payment hereunder, or any entity any portion of the income of which is included in the income of Corporate Taxpayer’s consolidated, combined, affiliated or unitary group, directly or indirectly transfers (as determined for U.S. federal income tax purposes) one or more assets to a Person classified as a corporation for U.S. income tax purposes with which such entity does not file a consolidated income tax return pursuant to Section 1501 et seq. of the Code (or, for purposes of calculations relating to state or local taxes, a consolidated, combined or unitary income tax return under applicable state or local law), such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and, if applicable, determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the fair market value of the transferred asset, increased by the amount of debt that would increase the transferor’s “amount realized” for U.S. federal income tax purposes in connection with such transfer, in the case of a contribution of an encumbered asset (including an interest in an entity classified for U.S. federal income tax purposes as a partnership which has debt outstanding). For the avoidance of doubt, a transaction treated for U.S. federal income tax purposes as a liquidation into Corporate Taxpayer of one or more of its consolidated Subsidiaries or merger of one or more of such entities into one another or Corporate Taxpayer will not cause any such Persons to be treated as having disposed of any of its assets for purposes of this Section 7.10(b). In the event there occurs a transaction described in the preceding sentence, the Tax Benefit Payments and any other amounts due under this Agreement shall be calculated without regard to such transaction.

 

30


7.11. Confidentiality. Each Partnership Interest Holder and each of its transferees acknowledge and agree that the information of Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for Corporate Taxpayer and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters acquired pursuant to this Agreement of Corporate Taxpayer and its Affiliates and successors, learned by the Partnership Interest Holder heretofore or hereafter. This Section 7.11 shall not apply to (i) any information that has been made publicly available by Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of the Partnership Interest Holder in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for the Partnership Interest Holder to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax Returns. Notwithstanding anything to the contrary herein or in any other agreement, the Partnership Interest Holders and each of their transferees (and each employee, representative or other agent of the Partnership Interest Holders or their transferees, as applicable) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure and any related tax strategies of or relating to Corporate Taxpayer and its Affiliates, the Partnership Interest Holder or transferee, and any of their transactions or agreements, and all materials of any kind (including opinions or other tax analyses) that are provided to the Partnership Interest Holder or transferee relating to such tax treatment and tax structure and any related tax strategies.

If the Partnership Interest Holder or its transferee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.11, Corporate Taxpayer and its Affiliates shall have the right and remedy to have the provisions of this Section 7.11 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Corporate Taxpayer or its Affiliates and the accounts and funds managed by Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

7.12. Change in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a Partnership Interest Holder reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by such Partnership Interest Holder (or direct or indirect equity holders in such Partnership Interest Holder) upon the IPO, Reorganization Transactions or any Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed

 

31


at ordinary income rates) for U.S. federal income tax purposes or could have other material adverse tax consequences to the Partnership Interest Holder or any direct or indirect owner of the Partnership Interest Holder, then at the election of the Partnership Interest Holder and to the extent specified by the Partnership Interest Holder, this Agreement shall cease to have further effect with respect to such Partnership Interest Holder and shall for clarity not apply to an Exchange by such Partnership Interest Holder occurring after a date specified by the Partnership Interest Holder.

7.13. Independent Nature of Partnership Interest Holders Rights and Obligations. The rights and obligations of each Partnership Interest Holder hereunder are independent of the rights and obligations of any other Partnership Interest Holder hereunder. No Partnership Interest Holder shall be responsible in any way for the performance of the obligations of any other Partnership Interest Holder hereunder, nor shall any Partnership Interest Holder have the right to enforce the rights or obligations of any other Partnership Interest Holder hereunder. The obligations of each Partnership Interest Holder hereunder are solely for the benefit of, and shall be enforceable solely by, Corporate Taxpayer. The decision of each Partnership Interest Holder to enter into this Agreement has been made by such Partnership Interest Holder independently of any other Partnership Interest Holder. Nothing contained herein or in any other agreement or document delivered at any closing (other than the Limited Partnership Agreement and any joinder thereto), and no action taken by any Partnership Interest Holder pursuant hereto or thereto, shall be deemed to constitute the Partnership Interest Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Partnership Interest Holders are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and Corporate Taxpayer acknowledges that the Partnership Interest Holders are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby.

7.14. Limited Partnership Agreement/Exchange Agreement. This Agreement shall be treated as part of the Limited Partnership Agreement and Exchange Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

 

32


IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written above.

 

Core & Main, Inc.
By:    
Name:   Stephen O. LeClair
Title:   Chief Executive Officer
Core & Main Holdings, LP
By: [•], its sole member
By:    
Name:   Stephen O. LeClair
Title:   Chief Executive Officer

[Signature Page to Continuing Limited Partners Tax Receivable Agreement]


CD&R Waterworks Holdings, L.P.
By: CD&R Waterworks Holdings GP, Ltd., its general partner
By:    

Name: Theresa A. Gore

Title: Chief Financial Officer and Vice President

Core & Main Management Feeder LLC
By:    

Name: Mark R. Witkowski

Title: [Vice President]

[Signature Page to Continuing Limited Partners Tax Receivable Agreement]


Exhibit A

Joinder

This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of [ ], between Core & Main, Inc., a Delaware corporation (“Corporate Taxpayer”), and [ ] (“Permitted Transferee”).

WHEREAS, on [ ], the Permitted Transferee acquired (the “Acquisition”) from [ ] (“Transferor”) the right to receive any and all payments that may become due and payable to Transferor under the Tax Receivable Agreement (as defined below) with respect to Partnership Interests that have been Exchanged or may in the future be Exchanged in Core & Main, LP (the “Applicable Interests”); and

WHEREAS, Transferor, in connection with the Acquisition, has required Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.5 of the Tax Receivable Agreement, dated as of                 , 2021, between Corporate Taxpayer and each Partnership Interest Holder (as defined therein) (the “Tax Receivable Agreement”);

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Permitted Transferee hereby agrees as follows:

Section 1.1. Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Tax Receivable Agreement.

Section 1.2. Joinder. Permitted Transferee hereby acknowledges and agrees to become, and accordingly shall be, a “Partnership Interest Holder” (as defined in the Tax Receivable Agreement) for all purposes of the Tax Receivable Agreement with respect to the Applicable Interests.

Section 1.3. Notice. Any notice, request, consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be delivered or sent to Permitted Transferee at the address set forth on the signature page hereto in accordance with Section 7.1 of the Tax Receivable Agreement.

Section 1.4. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of Delaware (without regard to any choice of law rules thereunder).

IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by Permitted Transferee as of the date first above written.


Annex A

List of Partnership Interest Holders

 

1.

CD&R Waterworks Holdings, L.P.

 

2.

Core & Main Management Feeder LLC

EX-10.7 9 d70382dex107.htm EX-10.7 EX-10.7

Exhibit 10.7

 

 

 

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

CORE & MAIN HOLDINGS, LP

Dated as of [•], 2021

THE PARTNERSHIP INTERESTS OF CORE & MAIN HOLDINGS, LP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES OF AMERICA SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH PARTNERSHIP INTERESTS MAY BE ACQUIRED FOR INVESTMENT ONLY, AND NEITHER SUCH PARTNERSHIP INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, CHARGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND ANY OTHER APPLICABLE SECURITIES LAWS AND (II) THE TERMS AND CONDITIONS OF THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. THE PARTNERSHIP INTERESTS WILL NOT BE TRANSFERRED OF RECORD OR OTHERWISE EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. THEREFORE, PURCHASERS OF SUCH PARTNERSHIP INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

 

 

 

 


Table of Contents

 

  

ARTICLE I

  
  

GENERAL PROVISIONS

  
1.1    Name of Partnership      2
1.2    Registered Agent      2
1.3    Registered Office      2
1.4    Purpose      2
   ARTICLE II   
   PARTNERSHIP INTERESTS   
2.1    Partnership Interests      2
   ARTICLE III   
   DISTRIBUTIONS   
3.1    Distributions Generally      3
3.2    Sale of Partnership      3
3.3    Tax Distributions      4
   ARTICLE IV   
   LIQUIDATION, TERMINATION AND DISSOLUTION   
4.1    Winding Up and Dissolution      4
   ARTICLE V   
   RESTRICTIONS ON TRANSFER   
5.1    Restrictions on Transfer      5
5.2    Overriding Provisions      6
   ARTICLE VI   
   MANAGEMENT   
6.1    Management of the Partnership      6
6.2    Officers      7

 

i


Table of Contents

continued

 

          Page  
   ARTICLE VII   
   PARTNERS   
7.1    Admission of Partners      7
7.2    Liability of Partners      8
7.3    Rights, Duties and Authority of the General Partner      8
7.4    Expenses      10
7.5    Withdrawal      10
7.6    General Partner      10
   ARTICLE VIII   
   LIABILITY, EXCULPATION AND INDEMNIFICATION   
8.1    Liability      10
8.2    Exculpation      10
8.3    Fiduciary Duty; Partnership Opportunities      11
8.4    Insurance and Indemnification      12
8.5    Expenses      12
8.6    Severability; Third Party Rights      13
   ARTICLE IX   
   CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; ALLOCATIONS   
9.1    Capital Contributions      13
9.2    Capital Accounts, Adjustments, Allocation of Book Income and Loss      13
9.3    Tax Allocations; Other Tax Matters      14
   ARTICLE X   
   BOOKS AND RECORDS   
10.1    Books and Records; Information      17
   ARTICLE XI   
   MISCELLANEOUS   
11.1    Notices      17
11.2    Power of Attorney      18
11.3    Agreement Binding upon Successors and Assigns; Recapitalizations, Exchanges, etc.      18
11.4    Fiscal Year      19

 

ii


Table of Contents

(continued)

 

          Page  
11.5    Governing Law; Waiver of Trial by Jury      19
11.6    Injunctive Relief      20
11.7    Consents      20
11.8    Miscellaneous      20
11.9    Amendments and Waiver      21
11.10    Restrictions on Other Agreements      21

 

Annex I

   Defined Terms

 

iii


SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

CORE & MAIN HOLDINGS, LP

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Core & Main Holdings, LP, a Delaware limited partnership (the “Partnership”), is entered into by and among Core & Main, Inc., a Delaware corporation (“C&M Inc.”), as general partner (in such capacity, the “General Partner”) and a limited partner, CD&R Waterworks Holdings, L.P., a Delaware limited partnership (the “CD&R Partner”), as a limited partner, CD&R WW, LLC, a Delaware limited liability company (the “Intermediate Partner”), as a limited partner, and Core & Main Management Feeder, LLC, a Delaware limited liability company (the “Management Partner”), as a limited partner. C&M Inc., the CD&R Partner, the Intermediate Partner and the Management Partner, in their capacities as limited partners of the Partnership, and together with those other Persons who may be admitted to the Partnership in accordance with the provisions hereof from time to time (excluding the General Partner), are hereinafter referred to as the “Limited Partners”, and each, a “Limited Partner”. The Partnership, the General Partner and the Limited Partners are collectively referred to as the “Parties” and the General Partner and the Limited Partners are collectively referred to as the “Partners”. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Annex I.

W I T N E S S E T H:

WHEREAS, on August 5, 2019, the Partnership was formed by the filing of the Certificate of Limited Partnership with the office of the Secretary of State of the State of Delaware and the execution of the Agreement of Limited Partnership of the Partnership, dated as of August 5, 2019 (the “Original Agreement”);

WHEREAS, on [•], 2021, the Original Agreement was amended and restated by the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of [•], 2021 (the “A&R Agreement”);

WHEREAS, immediately prior to the effectiveness of this Agreement, the Partnership and certain of its Affiliates, including the Prior General Partners and one or more limited partners of the Partnership, effected certain reorganizational transactions (the “Reorganization Transactions”), including multiple Transfers of limited partner interest in the Partnership, and the admission of the assignees thereof as substitute limited partners, and the Transfer by merger of all GP Partnership Interests held by the Prior General Partners to CD&R WW Advisor, LLC and CD&R WW, LLC, and the admission of such transferees as substitute general partners of the Partnership;

WHEREAS, it is proposed that, immediately following the effectiveness of this Agreement, C&M, Inc. will undertake an initial underwritten public offering of shares of Class A Common Stock (the “IPO”); and

 

1


WHEREAS, each of the Partners hereby desires to amend and restate the A&R Agreement, including to facilitate the IPO.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the Parties hereby agree to amend and restate the A&R Agreement as follows:

ARTICLE I

GENERAL PROVISIONS

1.1 Name of Partnership. The name of the Partnership continued without dissolution hereby is “Core & Main Holdings, LP” or such other name as may be selected by the General Partner from time to time.

1.2 Registered Agent. The registered agent of the Partnership is [The Corporation Trust Company]. The address of the Partnership’s registered agent is [1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801].

1.3 Registered Office. The registered office of the Partnership in the state of Delaware is the office address of the Partnership’s registered agent at [1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801]. At any time, the General Partner may designate another registered agent or registered office in the State of Delaware and shall notify the Limited Partners of such change in registered office.

1.4 Purpose. The Partnership has been formed for the object and purpose of engaging in any lawful act or activity for which limited partnerships may be formed under the laws of Delaware.

ARTICLE II

PARTNERSHIP INTERESTS

2.1 Partnership Interests.

(a) The ownership interests in the Partnership shall consist of limited partner interests referred to as the “LP Partnership Interests” and general partner interests referred to as the “GP Partnership Interests”, all of which shall be uncertificated. At all times, (x) each Limited Partner shall hold one or more LP Partnership Interests and (y) each General Partner shall hold one or more GP Partnership Interests (and may hold one or more LP Partnership Interests).

(b) The number of GP Partnership Interests and LP Partnership Interests held by each Partner as of the date of this Agreement is set forth opposite such Partner’s name on Schedule A hereto in the columns entitled “GP Partnership Interests” and “LP Partnership Interests”, respectively. All such GP Partnership Interests and LP Partnership Interests have been validly issued, and constitute valid partnership interests in the Partnership. Such schedule shall be updated from time to time by the General Partner, without further action by the Limited Partners, to reflect the changes in the information thereon that occur pursuant to this Agreement and that otherwise are not in violation of the terms of this Agreement or the Act. Any GP Partnership Interests or LP Partnership Interests sold to any Partner shall be subject to the terms and conditions of this Agreement.

 

2


(c) The number and kind of shares or other equity interests to which Partnership Interests may relate and the number and kinds of securities deliverable shall be proportionally adjusted, as deemed by the General Partner to be equitable and appropriate to the Partners, in the event of any extraordinary dividend, stock split, share combination, recapitalization, merger, consolidation, reorganization, exchange of shares or other equity interests or any other similar event affecting the Partnership or any of its subsidiaries.

(d) The Partnership Interests reflected on Schedule A as of the date of this Agreement are intended for U.S. federal income tax purposes to be, and shall be treated for all purposes of this Agreement (including this Section 2.1) to be, a continuation of the GP Units, Common Units and Profits Units outstanding under the Original Agreement.

ARTICLE III

DISTRIBUTIONS

3.1 Distributions Generally. Subject to Section 3.2 and Section 4.1, when the General Partner determines that the Partnership shall distribute any cash or other property of the Partnership (which shall be valued at fair market value), such amounts or property shall be distributed to the Partners in accordance with this Section 3.1. Any amounts distributable to the Partners pursuant to this Section 3.1 shall be distributed as follows:

(a) Subject to the other provisions of this Section 3.1, to the Partners in proportion to the aggregate number of Partnership Interests held by each Partner as of the time of such distribution.

(b) The General Partner may increase or decrease a distribution that would otherwise be made to any Partner pursuant to Section 3.1(a) (including, for the avoidance of doubt, by making distributions to some Partners but not to all) as it reasonably determines to be necessary or appropriate to reduce or eliminate any amount that may otherwise be taken into account as a Liquidation Adjustment pursuant to Section 4.1.

3.2 Sale of Partnership. If a sale of the Partnership is structured as a direct or indirect disposition of Partnership Interests, whether by a sale of Partnership Interests, merger, consolidation or otherwise, the purchase or other agreement governing such disposition shall contain provisions, which replicate, and each Partner agrees to apportion the proceeds among the Partners to replicate, to the maximum extent possible, the economic result that would have been attained under Section 3.1 had the sale been structured as a sale of the Partnership’s assets and a distribution of the net proceeds thereof after transaction expenses related to such sale. For the avoidance of doubt, this Section 3.2 is not applicable to any of the Reorganization Transactions or the IPO.

 

3


3.3 Tax Distributions. Notwithstanding Section 3.1, the Partnership shall, to the extent of available cash, make distributions:

(a) To each Partner in amounts intended to enable such Partner (or any person whose tax liability is determined by reference to the income of any such Partner) to discharge its U.S. federal, state and local (and, as the General Partner shall determine, non-U.S.) tax liabilities arising from allocations made (or to be made) and any distributions made pursuant to this Section 3.3 (“Tax Distributions”). The amount of each Tax Distribution shall be determined by the General Partner, taking into account the maximum combined U.S. federal, New York State and New York City tax rate applicable to individuals on ordinary income and capital gain (taking into account the applicable holding period), as the case may be, the amounts of ordinary income and capital gain (including amounts subject to tax at capital gain rates under Section 1(h)(11) of the Code) allocated to the Partners pursuant to this Agreement, and otherwise based on such reasonable assumptions as the General Partner determines in good faith to be appropriate, provided that the net taxable income allocated to the Partners shall be determined without taking into account adjustments to basis pursuant to Section 743(b) of the Code. Tax Distributions made pursuant to the foregoing shall be treated as advances against subsequent distributions payable to the applicable Partner pursuant to Section 3.1 or Section 4.1, as the case may be.

(b) To the General Partner in amounts intended to enable the General Partner to satisfy its payment obligations under the Continuing Limited Partners Tax Receivable Agreement and the Former Limited Partners Tax Receivable Agreement (“TRA Distributions”). TRA Distributions shall be treated as advances against subsequent distributions payable to the General Partner pursuant to Section 3.1 or Section 4.1, as the case may be.

3.4 Limitations on Distributions. Notwithstanding any other provision of this Agreement, the Partnership shall not make a distribution to a Partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law.

ARTICLE IV

LIQUIDATION, TERMINATION AND DISSOLUTION

4.1 Winding Up and Dissolution.

(a) The Partnership shall dissolve, and its affairs shall be wound up, at such time as (i) the General Partner of the Partnership approves in writing, (ii) an event of withdrawal of the General Partner has occurred under the Act (unless the Partnership is continued without dissolution in accordance with this Agreement or the Act), (iii) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act or (iv) the Partnership does not have a Limited Partner (unless the Partnership is continued without dissolution in accordance with the Act); provided, however, that the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of the General Partner described in Section 4.1(b) hereof if (x) at the time of such event of withdrawal, there is at least one (1) other General Partner of the Partnership who carries on the business of the Partnership (any remaining General Partner being hereby authorized to carry on the business of the Partnership) or (y) within ninety (90) days after the occurrence of such event of withdrawal, all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the event of withdrawal, of one (1) or more additional general partners of the Partnership. For the avoidance of doubt, none of the Reorganization Transactions (including any general partner ceasing to be a general partner of the Partnership) resulted in the dissolution of the Partnership, and the Partnership is hereby continued without dissolution.

 

4


(b) Upon dissolution of the Partnership pursuant to this Agreement and the Act, the General Partner, or if there is none, a Person selected by the Partners holding a majority of the Partnership Interests to act as a liquidating trustee (the “Liquidating Trustee”), shall wind up the affairs of the Partnership and proceed within a reasonable period of time to sell or otherwise liquidate all of the assets of the Partnership, after paying or making due provisions by the setting up of reserves or otherwise for all liabilities to creditors of the Partnership, and to distribute the assets among the Partners in accordance with the provisions of this Agreement. Within a reasonable time after the effective date of the commencement of the winding up of the Partnership, the assets of the Partnership, or proceeds therefrom, shall be distributed or used as follows: (i) first, to the payment and discharge of all of the Partnership’s debts and liabilities (including debts and liabilities to the Partners, to the extent permitted by law) and the expenses of the liquidation and to the setting up of any reserves which the General Partner (or Liquidating Trustee, as applicable) may deem reasonably necessary for any contingent, conditional or unmatured liabilities or obligations of the Partnership and (ii) second, to the Partners, in accordance with Section 3.1. Notwithstanding the foregoing, (x) if, prior to making any distribution to the Partners contemplated under clause (ii), a Partner has received from the Partnership since the date of this Agreement aggregate cumulative distributions pursuant to Section 3.1 and Section 3.3 in an amount that is greater or less than the distributions such Partner would have been entitled to receive if all previous distributions were made to the Partners pursuant to Section 3.1(a) (such excess or deficit, a “Liquidation Adjustment”), the General Partner shall make such adjustments to the amounts distributable to the Partners under clause (ii) as the General Partner determines necessary in its reasonable discretion to ensure that the cumulative distributions to the Partners since the date of this Agreement is consistent with Section 3.1(a).

(c) In the event of dissolution of the Partnership, the Partners shall execute, do or concur in all necessary or proper instruments, acts, matters and things for realizing the outstanding debts of the Partnership and for dividing the surplus assets between the Partners as herein provided and for notifying the winding up and dissolution of the Partnership to Persons having had dealings with the Partnership.

ARTICLE V

RESTRICTIONS ON TRANSFER

5.1 Restrictions on Transfer.

(a) Each Partner, and its respective Transferees, shall be permitted to Transfer its Partnership Interests, including pursuant to Exchange Transactions, subject to compliance with this Agreement, the Management Subscription Agreements, the Management Partner LLC Agreement and any applicable lock-up agreements then in effect.

 

5


(b) Notwithstanding anything otherwise to the contrary in this Section 5.1, each Partner may Transfer any LP Partnership Interests in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Partners other than the CD&R Partner, such Exchange Transaction shall be effected in compliance with reasonable policies that the General Partner may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion. Any transferee of such LP Partnership Interests pursuant to the Exchange Agreement shall automatically be admitted as a substitute Limited Partner with respect to such LP Partnership Interests notwithstanding any other provision of this Agreement to the contrary.

(c) The General Partner may in its sole discretion at any time and from time to time, without the consent of any Partner or other Person, cause to be Transferred in an Exchange Transaction any and all LP Partnership Interests, except for LP Partnership Interests held by the CD&R Partner and/or in which the CD&R Partner has an indirect interest as set forth in the books and records of the Partnership or the CD&R Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Partners, whether or not such Partners are similarly situated. In addition, the General Partner may, with the consent of the CD&R Partner and the consent of Partners holding at least 66 2/3% of the outstanding LP Partnership Interests, require all Partners to Transfer in an Exchange Transaction all LP Partnership Interests held by them; provided that the prior written consent of the CD&R Partner will be required.

5.2 Overriding Provisions. Notwithstanding any contrary provision in this Agreement, in no event may any Partner Transfer all or a portion of such Partner’s Partnership Interests if the General Partner determines such Transfer would pose a material risk that the Partnership would be treated as a “publicly traded partnership” within the meaning of 7704 of the Code; provided, however, that a Transfer will not be prohibited on this basis so long as the Partnership satisfies the “private placements” safe harbor under Section 1.7704-1(h) of the Treasury Regulations. In addition, none of the Partnership Interests may be Transferred if such Transfer would result in the Partnership becoming subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (or other similar provision of non-U.S. law). To the fullest extent permitted by law, any purported Transfer in violation of this Section 5.2 shall be void ab initio. For the avoidance of doubt, this Section 5.2 and Section 5.1 do not apply to any Transfers of LP Partnership Interests or GP Partnership Interests pursuant to or in connection with the Reorganization Transactions (all such Transfers being hereby ratified, approved and confirmed in all respects).

ARTICLE VI

MANAGEMENT

6.1 Management of the Partnership.

(a) General. The General Partner shall manage, operate, control and direct the business and affairs of the Partnership. Subject to the provisions of this Agreement, the General Partner shall have the exclusive power and authority to make all decisions and determinations with respect to the Partnership or affecting the business and affairs of the Partnership, to take all such actions as it deems necessary, advisable, appropriate or desirable to accomplish the purposes of the Partnership as set forth in this Agreement and shall otherwise possess all rights

 

6


and powers as provided in the Act and otherwise by law to the general partner of a limited partnership. Notwithstanding the foregoing, the General Partner shall have the power and authority to delegate all or any portion of its powers hereunder to such Persons as it may deem appropriate, and no such delegation shall cause the General Partner to cease to be the general partner of the Partnership or limit the General Partner’s rights to continue to manage, operate, control and direct the business and affairs of the Partnership. The Partnership is hereby authorized to execute, deliver and perform, and the General Partner and each Officer, acting singly, are hereby authorized to execute and deliver on behalf of the Partnership, any agreements or other documents that are related to, in connection with or in furtherance of the Reorganization Transactions or the IPO, all without any further act, vote or approval of any Partner or any other Person notwithstanding any other provision of this Agreement to the contrary (such execution, delivery and performance being hereby ratified, approved and confirmed in all respects).

(b) Participation by Limited Partners. Except as otherwise provided in this Agreement, no Limited Partner (in such capacity) has the right or power to participate in the management, affairs, conduct or control of the business of the Partnership, nor does any Limited Partner (in such capacity) have the power to sign for or bind the Partnership or deal with third parties on behalf of the Partnership. In addition, each Limited Partner (in such capacity) agrees that it will not hold itself out as a general partner of the Partnership to any Person transacting business with the Partnership.

6.2 Officers. The Partnership may have such officers (the “Officers”) as the General Partner in its discretion may appoint or who may be appointed by the other Officers if specifically authorized to do so by the General Partner. The General Partner may remove any Officer with or without cause at any time. Any such Officers may, subject to the general direction and control of the General Partner, have responsibility for the management of the normal and customary day-to-day operations of the Partnership to the extent so delegated by the General Partner or the Officer appointing such Officer, subject to the terms of this Agreement, and will be empowered to engage in all appropriate and necessary activities to accomplish the purposes of the Partnership as set forth herein. The Partners hereby delegate to each of the Officers the nonexclusive power and authority to act as an agent of the Partnership and, in such capacity, to bind the Partnership in the ordinary course of the Partnership’s business and to execute any and all documents to be signed by the Partnership, subject to the limitations on the authority of the Officers set forth herein and under the Act.

ARTICLE VII

PARTNERS

7.1 Admission of Partners. The name, address and number of Partnership Interests held by each Partner are set forth on Schedule A. The General Partner hereby continues as the sole general partner of the Partnership and each Limited Partner hereby continues as a limited partner of the Partnership. To the extent the Intermediate Partner has not heretofore ceased to be a general partner of the Partnership, the Intermediate Partner hereby ceases to be a general partner of the Partnership and the Partnership is hereby continued without dissolution with C&M Inc. as the sole general partner of the Partnership. The General Partner shall amend Schedule A from time to time to reflect (a) the admission of any additional Partners, (b) a change in the

 

7


Partnership Interests owned by any Partner, (c) the removal, withdrawal or termination of any Partner or (d) the receipt by the Partnership of notice of any change of name or address of a Partner, except that Schedule A will not be revised if any of the actions described in clauses (a) through (d) above violates any provision of this Agreement. After the date hereof, a Person shall be admitted as a Limited Partner of the Partnership only with the consent of the General Partner. One or more additional or substitute general partners of the Partnership may be admitted to the Partnership only with the consent of the General Partner. For the avoidance of doubt, the admission of any transferee of a Partnership Interest in connection with the Reorganization Transactions is hereby ratified, confirmed and approved in all respects.

7.2 Liability of Partners.

(a) The General Partner, in its capacity as general partner of the Partnership, shall not be personally obligated to contribute cash or other assets to the Partnership to make up deficits in the Capital Accounts of Limited Partners either during the term of the Partnership or after dissolution.

(b) No Limited Partner shall be liable for the losses, liabilities, debts or obligations of the Partnership beyond the amount such Partner has contributed to the Partnership in the form of capital contributions, except to the extent otherwise required by or pursuant to applicable Law. A Limited Partner’s obligation to make capital contributions to the Partnership shall be limited to such Limited Partner’s obligation, if any, to make capital contributions on the terms and conditions set forth in this Agreement. The Limited Partners shall not be obligated personally for any debt, obligation or liability of the Partnership solely by reason of being Limited Partners of the Partnership.

(c) In the event any Limited Partner shall Transfer its entire interest in the Partnership in compliance with the provisions of this Agreement, without retaining any interest therein, directly or indirectly, then such Limited Partner shall, to the fullest extent permitted by applicable Law, be relieved of any further liability arising hereunder for events occurring from and after the date of such Transfer and shall cease to be a Limited Partner of the Partnership.

7.3 Rights, Duties and Authority of the General Partner.

(a) To the fullest extent permitted by applicable Law, the doing of any act or the failure to do any act by the General Partner or any other Covered Person, the effect of which causes or may cause or results or may result in loss, liability, damage or expense to the General Partner, the Partnership, any Subsidiary or any other Partner, shall, to the greatest extent permitted by applicable Law, not subject the General Partner or any such other Covered Person to any liability to the General Partner, the Partnership, any such Subsidiary or to any other Partner, except in the event of Disabling Conduct by the General Partner or any such other Covered Person.

(b) The General Partner may consult with legal counsel, accountants and other experts reasonably selected by it in connection with its acting as the general partner hereunder, and, to the fullest extent permitted by applicable Law, any act or omission suffered or taken by the General Partner on behalf of the Partnership or believed by the General Partner to be in

 

8


furtherance of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountant or expert, shall be full justification for any such act or omission, and the General Partner shall, to the fullest extent permitted by applicable Law, be fully protected in so acting or omitting to act, and shall incur no liability to the Partnership or any other Partner as a result thereof.

(c) The General Partner may rely in good faith upon and, to the fullest extent permitted by applicable Law, shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the General Partner shall not be responsible to the Partnership or any other Partner for any misconduct or negligence on the part of any broker, agent or attorney appointed with reasonable care by it hereunder.

(d) To the fullest extent permitted by applicable Law, the General Partner acting under this Agreement shall not be liable to the Partnership or to any other Partner for breach of fiduciary duty for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict or eliminate the duties (including fiduciary duties) and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to modify to that extent and, to the fullest extent permitted by applicable Law, such other duties and liabilities of the General Partner.

(e) The Partnership and the General Partner shall be entitled to treat the record owner of any interest in the Partnership as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written instrument of assignment of such interest has been received and accepted by the General Partner and the transferee or assignee (as applicable) has been admitted to the Partnership pursuant to the terms of this Agreement.

(f) The General Partner shall be entitled to retain any fees or expenses earned in any capacity relating to the Partnership.

(g) The Partnership and/or the General Partner either in their own names or on behalf of the Partnership shall, in addition to any other powers set out in this Agreement, have the power to incur indebtedness or to borrow or raise money and to enter into any commitment letter, loan, credit facility or other agreement in connection therewith; to make, issue, accept, endorse and execute notes and other instruments and evidences of indebtedness; to secure the payment, repayment and performance thereof by any mortgage, charge, assignment by way of security or creation of any other security interest in or over all or any part of the assets of the General Partner (in its capacity as general partner of the Partnership) and/or the Partnership then owned or thereafter acquired by the General Partner and/or the Partnership, as the case may be; to guarantee or secure the obligations of any other person; to grant any indemnity in favor of any person; to sell, mortgage, charge, assign by way of security or otherwise dispose of or create security interests over all or any assets of the Partnership and/or the General Partner to guarantee or secure the obligations of any person (including, to secure any guarantee or indemnity granted by the Partnership and/or the General Partner); and to enter into any subordination arrangements in connection with the foregoing. For the avoidance of doubt, any arrangements described in, or

 

9


obligations incurred pursuant to, this Section 7.3 (including, without limitation, any borrowing, guarantee, indemnify or grant of a security interest) may be entered into by the Partnership and/or the General Partner on a joint and several basis with, or with respect to the debts and/or obligations of, any other person.

7.4 Expenses. The Partnership shall bear all its own operating expenses (including the fees and expenses of attorneys, accountants, consultants, experts and custodians retained by the Partnership). All expenditures in respect of the Partnership, including, without limitation, the emoluments of all employees and agents employed by the Partnership and all expenses, losses or damages incurred in relation thereto shall be paid out of the assets of the Partnership or, failing that, out of other cash funds of the Partnership (including the capital of the Partnership and/or loans).

7.5 Withdrawal. Except as otherwise set forth in this Agreement, the General Partner shall not have the right or obligation to force a withdrawal of any Limited Partner from the Partnership prior to the dissolution of the Partnership. Limited Partners may not withdraw without the specific consent of the General Partner (which may be granted or withheld in the General Partner’s absolute discretion).

7.6 General Partner. The General Partner may (a) transfer its General Partner interest or (b) voluntarily withdraw as general partner of the Partnership; provided that in each case following such transfer or withdrawal, there shall remain at least one general partner of the Partnership which satisfies the requirements set out in the Act. Upon a transfer by the General Partner of its GP Partnership Interest as permitted hereunder, the Transferee shall be admitted to the Partnership as the General Partner of the Partnership and shall continue the business of the Partnership without dissolution.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and no Covered Person (other than the General Partner) shall be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Covered Person.

8.2 Exculpation. To the fullest extent permitted by applicable Law, no Covered Person shall be liable to the Partnership or any Person bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Partnership and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s Disabling Conduct. To the fullest extent permitted by applicable Law, each Covered Person shall in the performance of his or her duties be fully protected in relying in good faith upon the records of the Partnership and upon information, opinions, reports or statements presented to the Partnership by any Officers or employees of the Partnership, or committees

 

10


designated by the General Partner, or by any other Person as to the matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership. Without limiting the foregoing, each Limited Partner agrees to waive, to the fullest extent permitted by applicable Law, any claim or right of action it might have, whether individually or on behalf of the Partnership, against the General Partner or any director of the General Partner on account of any action taken or failure to take any action in its, his or her capacity as a director of the General Partner; provided that such waiver shall not extend to any matter involving any actual fraud or dishonesty on the part of such director.

8.3 Fiduciary Duty; Partnership Opportunities.

(a) Waiver of Fiduciary Duties. Subject to the proviso in the last sentence of Section 8.2, any duties (including fiduciary duties) of a Covered Person to the Partnership, to any Partner or to any other Person bound by this Agreement that would otherwise apply at law or in equity are hereby eliminated to the fullest extent permitted under the Act and any other applicable Law, and each Partner waives to the fullest extent permitted by the Act and any other applicable Law, any duty that a Covered Person may have to the Partnership or any other Partner that would otherwise apply at law or in equity, to the extent such waiver is necessary to give effect to the terms of this Section 8.3(a); provided that the foregoing shall not eliminate (i) the obligation of each Covered Person to act in compliance with the express terms of this Agreement or (ii) the implied contractual covenant of good faith and fair dealing in construing this Agreement. A Covered Person acting under this Agreement shall not be liable to the Partnership or to any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law, to the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Partnership or to any Partner or to any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement.

(b) Partnership Opportunities. Except as otherwise provided in the last sentence of this Section 8.3(b), to the fullest extent permitted by applicable Law, (i) no Covered Person shall have any duty to communicate or present an investment or business opportunity or prospective economic advantage to the Partnership or any of its Subsidiaries in which the Partnership or one of its Subsidiaries may, but for the provisions of this Section 8.3(b), have an interest or expectancy (“Partnership Opportunity”), and (ii) no Covered Person will be deemed to have breached any fiduciary or other duty or obligation to the Partnership, any Partner or any other Person bound by this Agreement by reason of the fact that any such Person pursues or acquires a Partnership Opportunity for itself or its Affiliates or directs, sells, assigns or transfers such Partnership Opportunity to another Person or does not communicate information regarding such Partnership Opportunity to the Partnership or any applicable Subsidiary. The Partnership, on behalf of itself and its Subsidiaries, renounces any interest in a Partnership Opportunity and any expectancy that a Partnership Opportunity will be offered to the Partnership; provided, however, that the Partnership does not renounce any interest or expectancy it may have in any Partnership Opportunity that is offered to an Officer or employee of the Partnership or any of its Subsidiaries, (x) who is not a director, officer or employee of a Partner, or (y) who is also a director, officer or employee of a Partner, if, in the case of clause (y), such opportunity is expressly offered to such Person in his or her capacity as an Officer or employee of the Partnership or any of its Subsidiaries, and the Partners recognize that the Partnership reserves such rights.

 

11


(c) Overriding Provision. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person to the Partnership, any Partner or any other Person bound by this Agreement otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person to the fullest extent permitted by applicable law.

8.4 Insurance and Indemnification. In addition to the payment of expenses pursuant to Section 8.5, to the fullest extent permitted by applicable Law, the Partnership agrees to indemnify, pay and hold each Covered Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including any interest and penalties, out-of-pocket expenses, and the fees and disbursements of counsel for such Covered Person in connection with any investigative, administrative or judicial proceedings, whether or not such Covered Person shall be designated a party thereto), whether absolute, accrued, conditional or otherwise and whether or not resulting from third-party claims, which may be imposed on, incurred by or asserted against any such Covered Person, in any manner relating to or arising out of any act or omission performed or omitted by such Covered Person on behalf of the Partnership, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person which is determined by a final, non-appealable decision of a court of competent jurisdiction to have resulted from such Covered Person’s Disabling Conduct; provided that any indemnity under this Section 8.4 shall be provided out of and to the extent of Partnership assets only, and no Covered Person shall have any personal liability on account thereof. The Partnership shall use its commercially reasonable efforts to purchase and maintain insurance (including directors and officers liability insurance) for the benefit of any Covered Person who is entitled to indemnification under this Section 8.4 against any liability asserted against or incurred by such Covered Person in any capacity with respect to or arising out of such Covered Person’s service with the Partnership, whether or not the Partnership would have the power to indemnify such Covered Person against such liability.

8.5 Expenses. To the fullest extent permitted by applicable Law, expenses (including reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of his or her performance of his or her duties on behalf of the Partnership, or with respect to advice sought regarding his or her rights and responsibilities, or the protection of rights or interests, under this Agreement, shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified as authorized in Section 8.4.

 

12


8.6 Severability; Third Party Rights. To the fullest extent permitted by applicable Law, if any portion of this Article VIII shall be invalidated on any ground by any court of competent jurisdiction, then the Partnership shall nevertheless indemnify each Covered Person and may indemnify each employee or agent of the Partnership as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Partnership, in each case to the fullest extent permitted by any applicable portion of this Article VIII that shall not have been invalidated. A Person who is not a party to this Agreement may not, in its own right or otherwise, enforce any term of this Agreement. Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including, without limitation, any Covered Person) is not required for any amendment to, or variation, release, rescission or termination of this Agreement.

ARTICLE IX

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; ALLOCATIONS

9.1 Capital Contributions.

(a) Capital Contributions. Each Partner that has made (or is deemed to have made) capital contributions to the Partnership shall have such capital contributions reflected in its Capital Account. No Partner shall have any obligation to make any capital contributions or other contributions to the Partnership. Except as otherwise set forth in this Agreement, no interest shall accrue on any capital contribution, and no Partner shall have the right to withdraw or be repaid any capital contribution.

(b) Additional Capital Contributions. No Limited Partner shall be required to make any additional capital contribution or loan in respect of the Partnership Interests then owned by any such Limited Partner. However, a Limited Partner may make additional capital contributions to the Partnership with, and only with, the written consent of the General Partner and such Limited Partner and in compliance with the other terms and conditions set forth in this Agreement.

9.2 Capital Accounts, Adjustments, Allocation of Book Income and Loss.

(a) Capital Accounts. There shall be established on the books and records of the Partnership a capital account (a “Capital Account”) for each Partner. The Capital Accounts are intended to comply with Treasury Regulations § 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations.

(b) Adjustments. Subject to Section 4.1, as of the last day of each Accounting Period, the balance in each Partner’s Capital Account shall be adjusted by: (i) increasing such balance by (A) such Partner’s allocable share of each item of the Partnership’s income and gain for such Accounting Period (allocated in accordance with Section 4.1(b)) and (B) the amount of any cash and the fair market value of any property (net of the amount of any liabilities to which such property is subject) contributed by such Partner during such Accounting Period and (ii) decreasing such balance by (A) such Partner’s allocable share of each item of the Partnership’s loss and deduction for such Accounting Period (allocated in accordance with

 

13


Section 4.1(b)) and (B) the amount of cash or the fair market value of any property (net of the amount of any liabilities to which such property is subject) distributed to such Partner during such Accounting Period. Each Partner’s Capital Account shall be further adjusted with respect to any special allocations or adjustments made pursuant to this Agreement or otherwise determined by the General Partner to be necessary or appropriate under the circumstances.

(c) Allocation of Book Income and Loss. Except as otherwise provided herein, each item of income, gain, loss or deduction of the Partnership (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Partners with respect to each Accounting Period, as of the end of such Accounting Period, in such a manner that as closely as possible gives economic effect to the provisions of this Agreement, taking into account the Partners’ varying interests in the Partnership during the relevant year, including in connection with the Original Agreement and the A&R Agreement.

9.3 Tax Allocations; Other Tax Matters.

(a) Tax Allocations. The income, gains, losses, credits and deductions recognized by the Partnership shall be allocated among the Partners, for U.S. federal, state and local income tax purposes, to the extent permitted under the Code and the Treasury Regulations, in the same manner that each such item is allocated to the Partners’ Capital Accounts in accordance with Section 9.2(c) or as otherwise expressly provided herein. Notwithstanding the foregoing, the General Partner may adjust such allocations for U.S. federal, state and local tax purposes so long as such adjusted allocations have substantial economic effect or are in accordance with the Partners’ interest in the Partnership, in each case within the meaning of the Code and the Treasury Regulations. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for U.S. federal income tax purposes and its fair market value at the time of contribution. Tax credits and tax credit recapture shall be allocated in accordance with the interests of the Partners in the Partnership as provided in Treasury Regulations § 1.704-1(b)(4)(ii). All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the General Partner in its sole discretion.

(b) Withholding Generally. Each Partner shall, to the fullest extent permitted by applicable Law, indemnify and hold harmless the Partnership and each Person who is or who is deemed to be the responsible withholding agent for U.S. federal, state or local or non-U.S. income tax purposes against all claims, liabilities and expenses of whatever nature relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership with respect to such Partner or as a result of such Partner’s participation in the Partnership.

 

14


(c) Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Partner hereby authorizes the Partnership and the General Partner to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Partnership attributable to such Partner (including taxes attributable to income or gain allocable to such Partner) or resulting from such Partner’s participation in the Partnership. If and to the extent that the Partnership shall be required to withhold or pay any such withholding or other taxes, such Partner shall be deemed for all purposes of this Agreement to have received a payment from the Partnership as of the time such withholding or other taxes are withheld or required to be paid, whichever is earlier, which payment shall be deemed to be a distribution with respect to such Partner’s interest in the Partnership to the extent that such Partner (or any successor to such Partner’s interest in the Partnership) would have received a cash distribution but for such withholding or other taxes. To the extent that such payment exceeds the cash distribution that such Partner would have received but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt payment to the Partnership of such amount by wire transfer, which payment shall not constitute a capital contribution and, consequently, shall not increase the Capital Account of such Partner. For the avoidance of doubt, references to taxes in this Agreement include interest, penalties and additions to tax.

(d) Withholding from Distributions to the Partnership. In the event that the Partnership receives a distribution or payment from or in respect of which tax has been withheld or other taxes have been paid, the Partnership shall be deemed to have received cash in an amount equal to the amount of such withholding or other taxes, and each Partner shall be deemed for all purposes of this Agreement to have received a payment from the Partnership as of the time of such distribution or payment equal to the portion of such amount that is attributable to such Partner’s interest in the Partnership (or attributable to income allocable to such Partner) as determined by the General Partner in its sole discretion, which payment shall be deemed to be a distribution to such Partner pursuant to Section 3.1 to the extent that such Partner (or any successor to such Partner’s interest in the Partnership) would have received a cash distribution but for such withholding or other taxes. To the extent that such payment exceeds the cash distribution that such Partner would have received but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt payment to the Partnership of such amount by wire transfer, which payment shall not constitute a capital contribution and, consequently, shall not increase the Capital Account of such Partner.

(e) Withholding Forms and Information. Each Partner shall furnish the Partnership with any information, representations and forms as shall reasonably be requested by the Partnership from time to time to assist it in complying with any applicable Law or tax requirements or determining the extent of, and in fulfilling, any withholding obligations in respect of the Partnership. Each Partner shall furnish the Partnership with any information, representations and forms as shall reasonably be requested by the Partnership to assist it in obtaining any exemption, reduction or refund of any withholding or other taxes imposed by any taxing authority or other governmental agency upon the Partnership or amounts paid, or allocable, to the Partnership.

(f) Tax Elections. The General Partner shall (and is hereby authorized to) cause the Partnership and, if applicable, any subsidiary of the Partnership to make a timely election under Section 754 of the Code, or any similar provision enacted in lieu thereof, and any similar provisions under any state, local or non-U.S. tax law. The General Partner shall have the power to make any other election on behalf of the Partnership that the General Partner deems appropriate in its sole discretion.

 

15


(g) Tax Representative. The General Partner shall designate a Person as the “partnership representative” of the Partnership for each taxable year of the Partnership, in accordance with Section 6223 of the Code and any similar provision under any state or local or non-U.S. tax laws (such Person with respect to any taxable year, the “Tax Representative”). Each Partner hereby consents to each such designation and agrees that, upon the request of the General Partner, such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. No Limited Partner may revoke any designation of a Tax Representative. The applicable Tax Representative shall have the sole discretion to determine all matters, and shall be authorized to take any actions necessary, with respect to preparing and filing any U.S. federal, state or local or non-U.S. tax return of the Partnership and any audit, examination or investigation (including any judicial or administrative proceeding) of the Partnership by any U.S. federal, state or local or non-U.S. taxing authority (including the allocation of any resulting taxes, penalties and interest among the Partners and whether to make an election under Section 6226 of the Code or any similar provision of any state or local tax laws with respect to any audit or other examination of the Partnership). Each Partner shall promptly upon request furnish to any Tax Representative any information that such Tax Representative may reasonably request in connection with (i) preparing or filing any tax returns of the Partnership, (ii) any tax election of the Partnership or (iii) any audit, examination or investigation (including any judicial or administrative proceeding) of the Partnership. If the applicable Tax Representative makes an election under Section 6226 of the Code or any similar provision of any state or local tax laws with respect to any audit adjustment of any item of the Partnership’s income, gain, loss, deduction or credit (or adjustment of the allocation of any such items among the Partners), each Partner shall comply with the requirements set forth in Section 6226 of the Code or any similar provision of any state or local or non-U.S. tax laws (and any applicable guidance issued by the applicable taxing authority) with respect to such election. Each Partner shall file all U.S. tax returns with respect to such Partner’s distributive share of any item of the Partnership’s income, gain, loss, deduction or credit in a manner consistent with the Partnership’s U.S. tax treatment of such item. For the avoidance of doubt, any taxes, penalties or interest imposed on the Partnership with respect to any audit, examination or investigation (including any judicial or administrative proceeding) of the Partnership by any taxing authority under Section 6225 of the Code (and any similar provisions under any state or local or non-U.S. tax laws) shall be deemed to be distributions subject to the provisions of Section 3.1. No Partner shall, without the consent of the General Partner, (A) file a request for administrative adjustment of Partnership items, (B) file a petition with respect to any Partnership item or other tax matters involving the Partnership or (C) enter into a settlement agreement with any taxing authority with respect to any Partnership items.

(h) Schedule K-1. The Partnership shall cause the preparation and timely filing of all of the Partnership’s tax returns and shall timely file all other writings required by any governmental authority having jurisdiction to require such filing. Each Partner shall provide such information to the Partnership as may be reasonably necessary for purposes of the Partnership’s preparing any such required tax return or information return. The General Partner shall use commercially reasonable efforts to provide to each Partner any information or relevant

 

16


form, including but not limited to Internal Revenue Service Schedule K-1 to Internal Revenue Service Form 1065, regarding the Partnership’s taxable income or loss and each item of income, gain, loss, deduction or credit which is relevant to reporting a Partner’s share of the Partnership’s income, gain, loss, deduction or credit for income tax purposes, as soon as practicable after the close of the Partnership’s Tax Year (as defined below). Upon the written request of any Partner, the Partnership shall provide any information reasonably necessary for (i) the preparation of any U.S. federal, state, local and non-U.S. tax returns which may need to be filed by such Partner or (ii) financial accounting purposes.

ARTICLE X

BOOKS AND RECORDS

10.1 Books and Records; Information.

(a) Generally. The General Partner shall keep proper books and records pertaining to the Partnership’s business and all of its assets and liabilities, receipts and disbursements, realized profits and losses, Partners’ Capital Accounts and all transactions entered into by the Partnership, and all such books and records shall be maintained at the Partnership’s principal place of business and/or registered office, as applicable, and in accordance with the Act. The General Partner shall retain the books and records of the Partnership for a period of at least six (6) years following the filing of the final Partnership tax returns.

(b) Information. Except as provided for by this Agreement or required by the Act, each Limited Partner shall not have the right to obtain information from the Partnership unless otherwise determined by the General Partner.

ARTICLE XI

MISCELLANEOUS

11.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 11.1):

 

  (i)

If to the Partnership, to:

Core & Main Holdings, LP

c/o Core & Main, Inc.

1830 Craig Park Court

St. Louis, Missouri 63146

Email: X

Attention: General Counsel and Secretary

 

17


with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Email: pmrodel@debevoise.com

Attention: Paul M. Rodel, Esq.

 

  (ii)

If to the General Partner, to:

Core & Main, Inc.

1830 Craig Park Court

St. Louis, Missouri 63146

Email: X

Attention: General Counsel and Secretary

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Email: pmrodel@debevoise.com

Attention: Paul M. Rodel, Esq.

 

  (iii)

if to any Limited Partner, to the address of such Limited Partner as shown on Schedule A.

11.2 Power of Attorney. The Partners, jointly and severally, hereby irrevocably constitute and appoint the General Partner, with full power of substitution, their true and lawful attorney-in-fact in their name, place and stead to make, execute, sign and acknowledge, record and file, on behalf of them and on behalf of the Partnership the following: (i) a Certificate of Limited Partnership and any other certificates or instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of Delaware and any other jurisdiction whose laws may be applicable; and (ii) any and all such other instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms. Such power of attorney shall be irrevocable and is coupled with an interest.

11.3 Agreement Binding upon Successors and Assigns; Recapitalizations, Exchanges, etc.

(a) Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

 

18


(b) The provisions of this Agreement shall apply to any and all equity interests in the Partnership or any successor or assign of the Partnership (whether by conversion, merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of any Partnership Interests, by reason of a partnership interest distribution, partnership interest split, partnership interest issuance, reverse partnership interest split, combination, recapitalization, reclassification, conversion, merger, consolidation or otherwise. Upon the occurrence of any such events, amounts hereunder shall be appropriately adjusted by the General Partner.

11.4 Fiscal Year. The fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31, or such other period as shall be determined by the General Partner. The tax year of the Partnership for income tax purposes shall be determined by the General Partner in accordance with Section 706 of the Code and the Treasury Regulations thereunder (the “Tax Year”).

11.5 Governing Law; Waiver of Trial by Jury.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction. The Parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required.

(b) The Parties irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the state of Delaware in connection with any action relating to this Agreement and each party agrees (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of such agent, and (ii) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. Any action against any party relating to the foregoing shall be brought in the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept or does not have jurisdiction over any action, to the exclusive jurisdiction of the Superior Court of the State of Delaware (Complex Commercial Division) or, if the subject matter jurisdiction over the action is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware), and any appellate courts of any thereof. To the extent not prohibited by applicable law, each party hereto waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in the above-named courts, any claim that such party is not subject personally to the jurisdiction of such courts, that such party’s property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Agreement or the subject matter thereof, may not be enforced in or by such courts.

 

19


(c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 11.5(C) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.5(C) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

11.6 Injunctive Relief. The General Partner and the Limited Partners hereby declare that it is impossible to measure in money the damages that will accrue to the parties hereto by reason of the failure of the General Partner or any Limited Partner to perform any of its obligations set forth in this Agreement. Therefore, to the fullest extent permitted by applicable Law, the General Partner and the Limited Partners shall have the right to specific performance of such obligations, and if any party hereto shall institute any action or proceeding to enforce the provisions hereof, the General Partner and the Limited Partners hereby waive, to the fullest extent permitted by applicable Law, the claim or defense that the party instituting such action or proceeding has an adequate remedy at law.

11.7 Consents. Any and all consents, agreements or approvals provided for or permitted by this Agreement shall be in writing, and a signed copy thereof shall be filed and kept with the books of the Partnership at the principal place of business of the Partnership.

11.8 Miscellaneous.

(a) All references to the masculine herein shall include both the neuter and the feminine. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(b) The titles, captions and headings preceding the text of each Section hereof shall be disregarded in the construction of this Agreement. Except as otherwise expressly provided, sections cited herein shall refer to sections of this Agreement.

(c) This Agreement may be executed and delivered (including by facsimile transmission or by e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, by e-mail delivery of a “.pdf” format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.8(c).

 

20


(d) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, superseding any prior agreement or understanding among them, oral or written.

(e) If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative or unenforceable to any extent whatsoever. Upon any such determination, the General Partner shall reasonably and in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(f) At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby in accordance with their terms and to otherwise carry out the intent of the parties hereunder.

11.9 Amendments and Waiver. Except as otherwise expressly provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective without the consent of the General Partner; provided that any Limited Partner may waive (in writing) the benefit of any provision of this Agreement with respect to itself for any purpose. Any written amendment or waiver to this Agreement that receives the vote or consent of the General Partner need not be signed by all Limited Partners, but shall be effective in accordance with its terms and shall be binding upon all Limited Partners; provided that this Agreement may not be amended in any manner adversely affecting the rights or obligations of any Limited Partner that does not, by its terms, adversely affect the rights or obligations of all similarly situated Limited Partners in a substantially similar manner without the consent of such Limited Partner.

11.10 Restrictions on Other Agreements. Following the date hereof, no Limited Partner shall enter into or agree to be bound by any Limited Partner agreements or arrangements of any kind with any Person with respect to any Partnership Interests (other than the Indemnification Agreement), to the extent that such agreement or arrangement would conflict with or violate any provision or term of this Agreement or otherwise be intended to circumvent the provisions set forth herein, except pursuant to the agreements specifically contemplated by the Indemnification Agreement.

[Remainder of page intentionally left blank.]

 

21


IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Second Amended and Restated Agreement of Limited Partnership effective as of the date first set forth above.

 

GENERAL AND LIMITED PARTNER
CORE & MAIN, INC., in its capacity as the general partner and a limited partner
By:    
  Name:  
  Title:  
LIMITED PARTNERS
CD&R WATERWORKS HOLDINGS, L.P., in its capacity as a limited partner
By its general partner, CD&R Waterworks Holdings GP, Ltd.
By:    
  Name: Rima Simson
  Title: Vice President, Treasurer and Assistant Secretary
CD&R WW, LLC, in its capacity as a limited partner
By its managing member, Core & Main, Inc.
By:    
  Name:  
  Title:  

 

[Signature Page – Second Amended and Restated Limited Partnership Agreement of Core & Main Holdings, LP]


CORE & MAIN MANAGEMENT FEEDER, LLC, in its capacity as a limited partner
By its managing member, CD&R Waterworks Holdings GP, Ltd.
By:    
  Name: Rima Simson  
 

Title: Vice President, Treasurer and Assistant

Secretary

 

[Signature Page – Second Amended and Restated Limited Partnership Agreement of Core & Main Holdings, LP]


Annex I

 

DEFINED TERMS

Definitions. The terms defined in this Annex I, whenever used in this Agreement, shall have the following meanings for all purposes of this Agreement.

A&R Agreement” has the meaning set forth in the recitals to this Agreement.

Accounting Period” means, for the first Accounting Period, the period commencing on the day after the closing of the IPO and ending on the next Adjustment Date. All succeeding Accounting Periods shall commence on the day after an Adjustment Date and end on the next Adjustment Date.

Act” means the Delaware Revised Uniform Limited Partnership Act (6 Del. C. Section 17-101, et seq.), as amended.

Adjustment Date” means the last day of each Tax Year or any other date determined by the General Partner as appropriate for a closing of the Partnership’s books.

Affiliate” means, with respect to a specified Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

Agreement” has the meaning set forth in the preamble to this Agreement.

Business Day” means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in New York are closed.

C&M, Inc.” has the meanings set forth in the preamble to this Agreement.

Capital Account” has the meaning set forth in Section 9.2(a).

CD&R Partner” has the meaning set forth in the preamble to this Agreement.

Class A Common Stock” means the Class A common stock, par value $0.01 per share, of C&M Inc.

Class B Common Stock” means the Class B common stock, par value $0.01 per share, of C&M Inc.

Code” means the U.S. Internal Revenue Code of 1986, as amended.

Continuing Limited Partners Tax Receivable Agreement” means the Tax Receivable Agreement, dated on or about the date hereof, by and among C&M Inc., the Partnership, the holders of Partnership Interests and shares of Class B Common Stock party thereto and any other person from time to time a party thereto, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

 

A-1


Annex I

 

Covered Person” means a current or former Partner, an Affiliate of a current or former Partner, any officer, director, shareholder, partner, member, employee, representative or agent of a current or former Partner or any of their respective Affiliates, or any current or former officer, employee or agent of the Partnership or any of its Affiliates.

Disabling Conduct” means, in respect of any Person, an act or omission (a) that is a criminal act by such Person that such Person had no reasonable cause to believe was lawful or (b) that constitutes fraud or willful misconduct by such Person.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Exchange Agreement” means the exchange agreement, dated as of or about the date hereof, by and among C&M Inc., the Partnership, the holders of Partnership Interests and shares of Class B Common Stock party thereto and any other person from time to time a party thereto, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

Exchange Transaction” means an exchange of an LP Partnership Interest for a number of shares of Class A Common Stock or, at the determination of the General Partner, acting by a majority of the disinterested members of its board of directors in accordance with Delaware General Corporation Law, a cash payment, in each case pursuant to, and subject to the conditions of, the Exchange Agreement.

Former Limited Partner Tax Receivable Agreement” means the Tax Receivable Agreement, dated on or about the date hereof, by and among the General Partner, the Partnership and certain stockholders of the General Partner, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

General Partner” has the meanings set forth in the preamble to this Agreement and includes any Person(s) admitted as additional or substitute General Partner(s) of the Partnership pursuant to this Agreement and in accordance with the Act.

GP Partnership Interests” has the meaning set forth in Section 2.1(a).

Indemnification Agreement” means the Indemnification Agreement, dated August 1, 2017, by and among the Prior General Partners, Core & Main LP and the other parties thereto, as modified by that certain letter agreement, dated as of August 5, 2019, by and among the Partnership, Core & Main Midco, LLC, Core & Main Intermediate GP, LLC, Core & Main LP, Clayton, Dubilier & Rice, LLC and the other parties thereto.

Intermediate Partner” has the meaning set forth in the preamble to this Agreement.

IPO” has the meaning set forth in the recitals to this Agreement.

 

A-2


Annex I

 

Law” means any foreign, federal, state or local law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree or other binding directive issued, enacted, promulgated, entered into, agreed or imposed by any domestic or foreign government, including any foreign, federal, state, provincial, local, territorial or municipal government or any governmental division, agency or authority thereof, court or judicial authority, tribunal or commission.

Limited Partner” and “Limited Partners” have the meanings set forth in the preamble to this Agreement and include any Person(s) admitted as additional or substitute Limited Partner(s) of the Partnership pursuant to this Agreement.

Liquidation Adjustment” has the meaning set forth in Section 4.1(b).

Liquidating Trustee” has the meaning set forth in Section 4.1(b).

LP Partnership Interests” has the meaning set forth in Section 2.1(a).

Management Member” shall mean a member of the Management Partner.

Management Partner” has the meaning set forth in the preamble to this Agreement.

Management Partner LLC Agreement” shall mean the limited liability company agreement of the Management Partner, as amended, restated and supplemented from time to time.

Management Subscription Agreement” means a subscription or award agreement between the Management Partner and a Management Member (among others), embodying the terms of, as applicable, any purchase of interests in the Management Partner by, or grant of interests in the Management Partner to, such Management Member made pursuant to the Management Partner LLC Agreement and in the form approved by the General Partner and the manager of the Management Partner from time to time for such purpose.

Officers” has the meaning set forth in Section 6.2.

Original Agreement” has the meaning set forth in the recitals to this Agreement.

Parties” has the meaning set forth in the preamble to this Agreement.

Partners” means the Limited Partners and the General Partner.

Partnership” has the meaning set forth in the preamble to this Agreement.

Partnership Interests” means the GP Partnership Interests, LP Partnership Interests and any other class or designation of interests in the limited partnership denominated in the form of partnership interests authorized by the General Partner.

Partnership Opportunity” has the meaning set forth in Section 8.3(b).

 

A-3


Annex I

 

Person” means an individual, a partnership (including a limited partnership), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a governmental entity.

Prior General Partners” means CD&R Plumb Buyer, LLC, a Delaware limited liability company, and Core & Main GP, LLC, a Delaware limited liability company, as the prior general partners of the Partnership.

Reorganization Transactions” has the meaning set forth in the recitals.

Securities Act” has the meaning set forth on the cover page.

Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall control the management of any such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries.

Tax Distributions” means distributions made to Partners pursuant to Section 3.3(a).

Tax Representative” has the meaning set forth in Section 9.3(g).

Tax Year” has the meaning set forth in Section 11.4.

TRA Distribution” has the meaning set forth in Section 3.3(b).

Transfer” or “Transferred” means any direct or indirect sale, assignment, mortgage, transfer, gift, pledge, hypothecation or other encumbrance or disposal, the act of effecting any of the foregoing or any of the foregoing having been effected, as the context requires, including derivative or similar transactions or arrangements whereby a portion or all of the economic interest therein, or risk of loss or opportunity for gain with respect thereto, are transferred or shifted to another Person.

Transferee” means any Person to whom any Partner Transfers Partnership Interests in accordance with the terms hereof.

 

A-4


Annex I

 

Treasury Regulations” means the Regulations of the Treasury Department of the United States issued pursuant to the Code.

United States” or “U.S.” means the United States of America.

 

A-5

EX-10.17 10 d70382dex10171.htm EX-10.17 EX-10.17

Exhibit 10.17

CORE & MAIN, INC.

2021 OMNIBUS EQUITY INCENTIVE PLAN

ARTICLE I

PURPOSES

This Core & Main, Inc. 2021 Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), has the following purposes:

(1) To further the growth, development and financial success of Core & Main, Inc. (the “Company”) and the Subsidiaries (as defined herein), by providing additional incentives to employees, consultants and members of the board of directors of the Company and the Subsidiaries by allowing them to become owners of Company Common Stock, thereby benefiting directly from the growth, development and financial success of the Company and the Subsidiaries.

(2) To enable the Company and the Subsidiaries to obtain and retain the services of the type of professional and managerial employees, consultants and directors considered essential to the long-range success of the Company and the Subsidiaries by providing and offering them an opportunity to become owners of Company Common Stock pursuant to the Awards granted hereunder.

ARTICLE II

DEFINITIONS

Whenever the following terms are used in this Plan, they shall have the meanings specified below unless the context clearly indicates to the contrary. The singular pronoun shall include the plural where the context so indicates.

Section 2.1 “Administrator” shall mean the Board or any committee of the Board designated by the Board to administer the Plan, in each case as further provided in Article III.

Section 2.2 “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such first Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.

Section 2.3 “Alternative Award” shall have the meaning set forth in Section 14.1.

Section 2.4 “Applicable Laws” shall mean the requirements relating to stock options, restricted stock, restricted stock units, performance shares, performance awards, and other equity-based compensation awards and plans under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Company Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.


Section 2.5 “Award” shall mean any Option, Stock Purchase Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, SAR, Dividend Equivalent, Deferred Share Unit or other Stock-Based Award granted to a Participant pursuant to the Plan, including an Award combining two or more types of Awards into a single grant.

Section 2.6 “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award, including through an electronic medium. The Administrator may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the Participant’s acceptance of, or actions under, an Award Agreement, unless otherwise expressly specified herein.

Section 2.7 “Base Price” shall have the meaning set forth in Section 2.54.

Section 2.8 “Board” shall mean the Board of Directors of the Company.

Section 2.9 “Cause” with respect to any Participant, shall have the meaning set forth in an applicable Award Agreement.

Section 2.10 “CD&R Investors” means any of (i) CD&R Waterworks Holdings, L.P., (ii) any Affiliate of the foregoing (other than the Company and its Subsidiaries) that acquires Company Common Stock, and (iii) any successor in interest to any of the foregoing.

Section 2.11 “Change in Control” shall mean the first to occur of any of the following events after the Effective Date:

(a) any transaction, whether by way of sales of capital stock, merger, consolidation or otherwise, that results in the direct or indirect beneficial ownership by any person, entity or “group” (as defined in Section 13(d) of the Exchange Act), excluding the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries, and the CD&R Investors (and any “group” that includes any of the CD&R Investors and any member of such group, if the non-CD&R Investor members of such group do not by themselves, directly or indirectly, own more than 50% of the Company’s then outstanding voting securities), or any Affiliates of any of the foregoing, of more than 50% of the combined voting power of the Company’s (or, if applicable, the surviving company after such a merger) then outstanding voting securities;

(b) within any 12-month period, the persons who were members of the Board at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board, provided that any director elected or nominated for election to the Board by any Investor or a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (b); or

(c) the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or more Persons that are not any of the CD&R Investors and are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company;

 

2


in each case, provided that, as to Awards subject to Section 409A of the Code, such event also constitutes a “change in control” within the meaning of Section 409A of the Code. In addition, notwithstanding the foregoing, (i) a “Change in Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code or as a result of any restructuring that occurs as a result of any such proceeding and (ii) a Public Offering shall not constitute a Change in Control.

Section 2.12 “Change in Control Price” shall mean the price per share of Company Common Stock paid in conjunction with any transaction resulting in a Change in Control. If any part of the price is payable other than in cash, the value of the non-cash portion of the Change in Control Price shall be determined in good faith by the Administrator as constituted immediately prior to the Change in Control.

Section 2.13 “Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 2.14 “Company” shall have the meaning set forth in Article I and shall include any successor thereto.

Section 2.15 “Company Common Stock” shall mean the Class A common stock, par value $0.01 per share, of the Company and such other stock or securities into which such common stock is hereafter converted or for which such common stock is exchanged.

Section 2.16 “Competitive Activity” with respect to a Participant means the Administrator’s determination, made reasonably and in good faith, that the Participant, directly or indirectly, has engaged in a material breach of any agreement to which the Participant and the Company or any of its Affiliates are parties (including, but not limited to, any Award Agreement) that prohibits or otherwise limits or conditions actions of the Participant related to competition; interference with key business relationships; solicitation of employees, suppliers, or customers; disclosure of confidential information; ownership of intellectual property; disparagement; and other similar activities.

Section 2.17 “Consultant” shall mean any natural person who is engaged by the Company or any of the Subsidiaries to render consulting or advisory services to such entity.

Section 2.18 “Converted SAR” shall mean a SAR converted from a unit appreciation right of Core & Main Holdings, LP that existed on the Effective Date.

Section 2.19 “Corporate Event” shall mean, as determined by the Administrator in its sole discretion, any transaction or event described in Section 4.3(a) or any unusual or nonrecurring transaction or event affecting the Company, any Subsidiary, or the financial statements of the Company or any of its Subsidiaries, or changes in Applicable Laws or accounting principles (including, without limitation, a recapitalization of the Company).

Section 2.20 “Deferred Share Unit” shall mean a unit credited to a Participant’s account in the books of the Company under Article X, which represents the right to receive one Share of Company Common Stock or cash equal to the Fair Market Value thereof on settlement of the account.

 

3


Section 2.21 “Director” shall mean a member of the Board or a member of the board of directors of any Subsidiary.

Section 2.22 “Disability” shall mean (x) for Awards that are not subject to Section 409A of the Code, “disability” as such term is defined in the long-term disability insurance plan or program of the Company or any Subsidiary then covering the Participant or, in the absence of such a plan or program, as determined by the Administrator, provided, that, with respect to Awards that are not subject to Section 409A, in the case of any Participant who, as of the date of determination, is a party to an effective employment, severance, consulting or other services agreement with the Company or any Subsidiary that employs such Participant, “Disability” shall have the meaning, if any, specified in such agreement, and (y) for Awards that are subject to Section 409A of the Code, “disability” shall have the meaning set forth in Section 409A(a)(2)(c) of the Code.

Section 2.23 “Dividend Equivalent” shall mean the right to receive payments, in cash or in Shares, based on dividends paid with respect to Shares.

Section 2.24 “Effective Date” shall have the meaning set forth in Section 15.7.

Section 2.25 “Eligible Representative” for a Participant shall mean such Participant’s personal representative or such other person as is empowered under the deceased Participant’s will or trust or the then applicable laws of descent and distribution to represent the Participant hereunder.

Section 2.26 “Employee” shall mean any individual classified as an employee by the Company or one of its Subsidiaries, whether such employee is so employed at the time this Plan is adopted or becomes so employed subsequent to the adoption of this Plan, including any person to whom an offer of employment has been extended (except that any Award granted to such person shall be conditioned on his or her commencement of service). A person shall not cease to be an Employee in the case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between the Company, any of its Subsidiaries, or any successor to the foregoing. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period, and such Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option on the first (1st) day immediately following a three (3)-month period from the date the employment relationship is deemed terminated.

Section 2.27 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

Section 2.28 “Executive Officer” shall mean each person who is an officer of the Company or any Subsidiary and who is subject to the reporting requirements under Section 16(a) of the Exchange Act.

 

4


Section 2.29 “Fair Market Value” of a Share as of any date of determination shall be, unless otherwise determined by the Administrator:

(a) If the Company Common Stock is listed on any established stock exchange or a national market system, then the closing price on such date per Share as reported on such stock exchange or system shall be the Fair Market Value for the date of determination;

(b) If there are no transactions in the Company Common Stock that are available to the Company on any date of determination pursuant to clause (a) but transactions are available to the Company as of the immediately preceding trading date, then the Fair Market Value determined as of the immediately preceding trading date shall be the Fair Market Value for the date of determination; or

(c) If neither clause (a) nor clause (b) shall apply on any date of determination, then the Fair Market Value shall be determined in good faith by the Administrator with reference to (x) the most recent valuation of the Company Common Stock performed by an independent valuation consultant or appraiser of nationally recognized standing selected by the Administrator, if any, (y) sales prices of securities issued to investors in any recent arm’s length transactions, and (z) any other factors determined to be relevant by the Administrator.

Section 2.30 “FICA” shall have the meaning set forth in Section 15.11.

Section 2.31 “Good Reason” with respect to any Participant, has the meaning, if any, set forth in an applicable Award Agreement (or, if there is no such definition in the Participant’s Award Agreement, this term shall not apply to the Participant).

Section 2.32 “Incentive Stock Option” shall mean an Option which qualifies under Section 422 of the Code and is expressly designated as an Incentive Stock Option in the Award Agreement.

Section 2.33 “Incumbent Directors” shall have the meaning set forth in the definition of “Change in Control.”

Section 2.34 “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option.

Section 2.35 “Option” shall mean an option to purchase Company Common Stock granted under the Plan. The term “Option” includes both an Incentive Stock Option and a Non-Qualified Stock Option.

Section 2.36 “Option Price” shall have the meaning set forth in Section 6.3.

Section 2.37 “Optionee” shall mean a Participant to whom an Option or SAR is granted under the Plan.

 

5


Section 2.38 “Participant” shall mean any Service Provider who has been granted an Award pursuant to the Plan.

Section 2.39 “Performance Award” shall mean Performance Shares, Performance Units and all other Awards that vest (in whole or in part) upon the achievement of specified Performance Goals.

Section 2.40 “Performance Cycle” shall mean the period of time selected by the Administrator during which performance is measured for the purpose of determining the extent to which a Performance Award has been earned or vested.

Section 2.41 “Performance Goals” means the objectives established by the Administrator for a Performance Cycle pursuant to Section 9.5 for the purpose of determining the extent to which a Performance Award has been earned or vested.

Section 2.42 “Performance Share” means an Award granted pursuant to Article IX of the Plan of a contractual right to receive a Share (or the cash equivalent thereof) upon the achievement, in whole or in part, of the applicable Performance Goals.

Section 2.43 “Performance Unit” means a U.S. Dollar-denominated unit (or a unit denominated in the Participant’s local currency) granted pursuant to Article IX of the Plan, payable upon the achievement, in whole or in part, of the applicable Performance Goals.

Section 2.44 “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or any other entity of whatever nature.

Section 2.45 “Plan” shall have the meaning set forth in Article I.

Section 2.46 “Public Offering” shall mean the first day as of which (i) sales of Company Common Stock are made to the public in the United States pursuant to an underwritten public offering of the Company Common Stock led by one or more underwriters at least one of which is an underwriter of nationally recognized standing or (ii) the Administrator has determined that the Company Common Stock otherwise has become publicly traded for this purpose.

Section 2.47 “Replacement Awards” shall mean Shares or Awards, issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form or combination by the Company or any of the Subsidiaries as reasonably determined by the Administrator.

Section 2.48 “Restricted Stock” shall mean an Award granted pursuant to Section 8.1.

Section 2.49 “Restricted Stock Unit” shall mean an Award granted pursuant to Section 8.2.

Section 2.50 “Securities Act” shall mean the Securities Act of 1933, as amended.

 

6


Section 2.51 “Service Provider” shall mean an Employee, Consultant or Director.

Section 2.52 “Share” shall mean a share of Company Common Stock.

Section 2.53 “Special Termination” shall mean a termination by reason of the Participant’s death or Disability.

Section 2.54 “Stock Appreciation Right” or “SAR” shall mean the right to receive a payment from the Company in cash and/or Shares equal to the product of (i) the excess, if any, of the Fair Market Value of one Share on the exercise date over a specified price (the “Base Price”) fixed by the Administrator (which specified price shall not be less than the Fair Market Value of one Share on the grant date), multiplied by (ii) a stated number of Shares.

Section 2.55 “Stock-Based Award” shall have the meaning set forth in Article XI.

Section 2.56 “Stock Purchase Right” shall mean an Award granted pursuant to Section 5.4.

Section 2.57 “Subsidiary” shall mean any entity that is directly or indirectly controlled by the Company or any entity in which the Company directly or indirectly controls at least a 50% equity interest, provided that, to the extent required under Section 422 of the Code when granting an Incentive Stock Option, Subsidiary shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Section 2.58 “Termination of employment,” “termination of service” and any similar term or terms shall mean, with respect to an Employee, the date the Participant ceases to be an Employee (determined without regard to any statutory or deemed or express contractual notice period); with respect to a Director who is not an Employee of the Company or any of its Subsidiaries, the date upon which such Director ceases to be a member of the Board; and, with respect to a Consultant who is not an Employee of the Company or any of its Subsidiaries, the date upon which such Consultant ceases to provide consulting or advisory services to the Company or any of its Subsidiaries; provided that with respect to any Award subject to Section 409A of the Code, such terms shall mean “separation from service,” as defined in Section 409A of the Code and the rules, regulations and guidance promulgated thereunder.

Section 2.59 “Withholding Taxes” shall mean the federal, state, local or foreign income taxes, withholding taxes or employment taxes required to be withheld under Applicable Law, which shall be at a rate determined by the Company that is permitted under applicable IRS withholding rules and that does not to cause adverse accounting consequences.

ARTICLE III

ADMINISTRATION

Section 3.1 Administrator. The Plan shall be administered by the Board or a committee appointed by the Board.

 

7


Section 3.2 Powers of the Administrator. Subject to the provisions of the Plan, the Administrator shall have the authority to do the following:

(a) determine the Fair Market Value;

(b) determine the type or types of Awards to be granted to each Participant;

(c) select the Service Providers to whom Awards may from time to time be granted hereunder;

(d) determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(e) approve forms of Award Agreements for use under the Plan, which need not be identical for each Service Provider;

(f) determine the terms and conditions of any Awards granted hereunder (including, without limitation, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions and any restriction or limitation regarding any Awards or the Company Common Stock relating thereto) based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(g) determine all matters and questions related to the termination of service of a Service Provider with respect to any Award, including, but not by way of limitation of, all questions of whether a particular Service Provider has taken a leave of absence, all questions of whether a leave of absence taken by a particular Service Provider constitutes a termination of service, and all questions of whether a termination of service of a particular Service Provider was for Cause;

(h) prescribe, amend and rescind rules and regulations relating to the Plan;

(i) determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise or purchase price of an Award may be paid in, cash, Company Common Stock, other Awards, or other property, or an Award may be canceled, forfeited or surrendered;

(j) suspend or accelerate the vesting of any Award or waive the forfeiture restrictions or any other restriction or limitation regarding any Awards or the Company Common Stock relating thereto;

(k) construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(l) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan;

 

8


(m) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; and

(n) make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

Any determination made by the Administrator under the Plan, including, without limitation, under Section 4.3, shall be final, binding and conclusive on all Participants and other persons having or claiming any right or interest under the Plan.

Section 3.3 Delegation by the Administrator. The Administrator may delegate, subject to such terms or conditions or guidelines as the Board or Administrator shall determine (in the case of a committee acting as the Administrator, to the extent of its authority under the committee’s charter or as otherwise approved by the Board), to any officer or group of officers, or Director or group of Directors of the Company or its Affiliates any portion of the Administrator’s authority and powers under the Plan with respect to Participants who are not the Chief Executive Officer, Executive Officers or non-employee directors of the Board; provided that any delegation to one or more officers of the Company shall be subject to and comply with Section 157(c) of the Delaware General Corporation Law (or successor provision). In addition, with respect to any Award intended to qualify for the exemption contained in Rule 16b-3 promulgated under the Exchange Act, it is intended that such Award be granted by a committee consisting of solely two or more “non-employee directors” within the meaning of such rule, or, in the alternative, the entire Board.

Section 3.4 Professional Assistance, Good Faith Actions. The Administrator may, in its discretion, elect to engage the services of attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations, decisions and determinations made by the Administrator, in good faith shall be final and binding upon all Participants, the Company and all other interested persons. The Administrator’s determinations under the Plan need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. The Administrator (and its members) shall not be personally liable for any action, determination or interpretation made with respect to the Plan or the Awards, and the Administrator (and its members) shall be fully indemnified by the Company with respect to any such action, determination or interpretation.

ARTICLE IV

SHARES SUBJECT TO PLAN

Section 4.1 Shares Subject to Plan.

(a) Subject to Section 4.3, the aggregate number of Shares which may be issued under this Plan is equal to [•], all of which may be issued in the form of Incentive Stock Options under the Plan, plus [•] Shares in respect of Converted SARs. The Shares issued under the Plan may be authorized but unissued, or reacquired Company Common Stock. No provision of this Plan shall be construed to require the Company to maintain the Shares in certificated form.

 

9


(b) Upon the grant of an Award, the maximum number of Shares set forth in Section 4.1(a) shall be reduced by the maximum number of Shares that are issued or may be issued pursuant to such Award. Upon the exercise, settlement or conversion of any Award or portion thereof, there shall again be available for grant under the Plan the number of Shares subject to such Award or portion thereof minus the actual number of Shares issued in connection with such exercise, settlement or conversion. If any such Award or portion thereof is for any reason forfeited, canceled, expired or otherwise terminated without the issuance of Shares, the Shares subject to such forfeited, canceled, expired or otherwise terminated Award or portion thereof shall again be available for grant under the Plan. If Shares are withheld from issuance with respect to an Award by the Company in satisfaction of any tax withholding or similar obligations, such withheld Shares shall again be available for grant under the Plan. Awards which the Administrator reasonably determines will be settled in cash shall not reduce the Plan maximum set forth in Section 4.1(a). Notwithstanding the foregoing, and except to the extent required by Applicable Law, Replacement Awards shall not be counted against Shares available for grant pursuant to this Plan. None of the Share recycling provisions in this Section 4.1(b) shall apply to Converted SARs.

Section 4.2 Limitation on Non-Employee Director Awards. Subject to Section 4.1(a) and Section 4.3, the maximum grant date value of Awards granted to a non-employee Director, and the maximum amount of cash paid to such Director, shall not exceed (i) in the case of such non-employee Director who is serving as the chairman of the Board, $750,000 and (ii) in the case of any other such Director, $500,000, in each case, in any calendar year in respect of such Director’s service to the Company as a non-employee Director.

Section 4.3 Changes in Company Common Stock; Disposition of Assets and Corporate Events.

(a) If and to the extent necessary or appropriate to reflect any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting the Company Common Stock or other Corporate Event, the Administrator shall adjust the number of shares of Company Common Stock available for issuance under the Plan and the number, class and Option Price (if applicable) or Base Price (if applicable) of any outstanding Award, and/or make such substitution, revision or other provisions or take such other actions with respect to any outstanding Award or the holder or holders thereof, in each case as it determines to be equitable. Without limiting the generality of the foregoing sentence, in the event of any Corporate Event, the Administrator shall have the power to make such changes as it deems appropriate in (i) the number and type of shares or other securities covered by outstanding Awards, (ii) the prices specified therein (if applicable), (iii) the securities, cash or other property to be received upon the exercise, settlement or conversion of such outstanding Awards or otherwise to be received in connection with such outstanding Awards, and (iv) and any applicable Performance Goals. After any adjustment made by the Administrator pursuant to this Section 4.3, the number of shares subject to each outstanding Award shall be rounded down to the nearest whole number.

 

10


(b) Any adjustment of an Award pursuant to this Section 4.3 shall be effected in compliance with Section 422 and 409A of the Code to the extent applicable.

Section 4.4 Award Agreement Provisions. The Administrator may include such further provisions and limitations in any Award Agreement as it may deem equitable and in the best interests of the Company and its Subsidiaries.

Section 4.5 Prohibition Against Repricing. Except to the extent (i) approved in advance by holders of a majority of the Shares entitled to vote generally in the election of directors or (ii) pursuant to Section 4.3 as a result of any Corporate Event, the Administrator shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price of any outstanding Option or Base Price of any outstanding SAR or to grant any new Award, or make any cash payment, in substitution for or upon the cancellation of Options or SARs previously granted.

ARTICLE V

GRANTING OF OPTIONS AND SARS

AND SALE OF COMPANY COMMON STOCK

Section 5.1 Eligibility. Non-Qualified Stock Options and SARs may be granted to Service Providers. Subject to Section 5.2, Incentive Stock Options may only be granted to Employees.

Section 5.2 Qualification of Incentive Stock Options. No Employee may be granted an Incentive Stock Option under the Plan if such Employee, at the time the Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any then existing Subsidiary or “parent corporation” (within the meaning of Section 424(e) of the Code) unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code.

Section 5.3 Granting of Options and SARs to Service Providers.

(a) Options and SARs. The Administrator may from time to time:

(i) Select from among the Service Providers (including those to whom Options or SARs have been previously granted under the Plan) such of them as in its opinion should be granted Options and/or SARs;

(ii) Determine the number of Shares to be subject to such Options and/or SARs granted to such Service Provider, and determine whether such Options are to be Incentive Stock Options or Non-Qualified Stock Options; and

(iii) Determine the terms and conditions of such Options and SARs, consistent with the Plan.

 

11


(b) SARs may be granted in tandem with Options or may be granted on a freestanding basis, not related to any Option. Unless otherwise determined by the Administrator at the grant date or determined thereafter in a manner more favorable to the Participant, SARs granted in tandem with Options shall have substantially similar terms and conditions to such Options to the extent applicable, or may be granted on a freestanding basis, not related to any Option. No Converted SARs may be granted after the Effective Date.

(c) Upon the selection of a Service Provider to be granted an Option or SAR under this Section 5.3, the Administrator shall issue, or shall instruct an authorized officer to issue, such Option or SAR and may impose such conditions on the grant of such Option or SAR as it deems appropriate. Subject to Section 15.2 of the Plan, any Incentive Stock Option granted under the Plan may be modified by the Administrator, without the consent of the Optionee, even if such modification would result in the disqualification of such Option as an “incentive stock option” under Section 422 of the Code.

Section 5.4 Sale of Company Common Stock to Service Providers. The Administrator, acting in its sole discretion, may from time to time designate one or more Service Providers to whom an offer to sell Shares shall be made and the terms and conditions thereof, provided, however, that the price per Share shall not be less than the Fair Market Value of such Shares on the date any such offer is accepted. Each Share sold to a Service Provider under this Section 5.4 shall be evidenced by such agreements as shall be approved by the Administrator, which shall contain terms consistent with the terms hereof. Any Shares sold under this Section 5.4 shall be subject to the same limitations, restrictions and administration hereunder as would apply to any Shares issued pursuant to the exercise of an Option under this Plan including, without limitation, conditions and restrictions set forth in Section 7.6.

ARTICLE VI

TERMS OF OPTIONS AND SARS

Section 6.1 Award Agreement. Each Option and each SAR shall be evidenced by an Award Agreement, which shall be accepted and acknowledged by the Optionee, including by electronic means, and which shall contain such terms and conditions as the Administrator shall determine, consistent with the Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to qualify such Options as “incentive stock options” under Section 422 of the Code.

Section 6.2 Exercisability and Vesting of Options and SARs.

(a) Each Option and SAR shall vest and become exercisable according to the terms of the applicable Award Agreement; provided, however, that by a resolution adopted after an Option or SAR is granted the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the time at which such Option or SAR or any portion thereof may be exercised.

 

12


(b) Except as otherwise provided by the Administrator or in the applicable Award Agreement, no portion of an Option or SAR which is unexercisable on the date that an Optionee incurs a termination of service as a Service Provider shall thereafter become exercisable.

(c) The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Stock Options are first exercisable by a Service Provider in any calendar year may not exceed U.S. $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Stock Options.

(d) SARs granted in tandem with an Option shall become vested and exercisable on the same date or dates as the Options with which such SARs are associated vest and become exercisable. SARs that are granted in tandem with an Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of Shares, and may be exercised only with respect to the Shares for which the related Option is then exercisable.

Section 6.3 Option Price and Base Price. Excluding Replacement Awards, the per Share purchase price of the Shares subject to each Option (the “Option Price”) and the Base Price of each SAR shall be set by the Administrator and shall be not less than 100% of the Fair Market Value of such Shares on the date such Option or SAR is granted.

Section 6.4 Expiration of Options and SARs. No Option or SAR may be exercised after the first to occur of the following events:

(a) The expiration of ten (10) years from the date the Option or SAR was granted; or

(b) With respect to an Incentive Stock Option, in the case of an Optionee owning (within the meaning of Section 424(d) of the Code), at the time the Incentive Stock Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary, the expiration of five (5) years from the date the Incentive Stock Option was granted.

ARTICLE VII

EXERCISE OF OPTIONS AND SARS

Section 7.1 Person Eligible to Exercise. During the lifetime of the Optionee, only the Optionee may exercise an Option or SAR (or any portion thereof) granted to him or her; provided, however, that the Optionee’s Eligible Representative may exercise his or her Option or SAR or portion thereof during the period of the Optionee’s Disability. After the death of the Optionee, any exercisable portion of an Option or SAR may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his or her Eligible Representative.

 

13


Section 7.2 Partial Exercise. At any time and from time to time prior to the date on which the Option or SAR becomes unexercisable under the Plan or the applicable Award Agreement, the exercisable portion of an Option or SAR may be exercised in whole or in part; provided, however, that the Company shall not be required to issue fractional Shares and the Administrator may, by the terms of the Option or SAR, require any partial exercise to exceed a specified minimum number of Shares.

Section 7.3 Manner of Exercise. Subject to any generally applicable conditions or procedures that may be imposed by the Administrator, an exercisable Option or SAR, or any exercisable portion thereof, may be exercised solely by delivery to the Administrator or its designee of all of the following prior to the time when such Option or SAR or such portion becomes unexercisable under the Plan or the applicable Award Agreement:

(a) Notice in writing delivered by the Optionee or his or her Eligible Representative, stating that such Option or SAR or portion is being exercised, and specifically stating the number of Shares with respect to which the Option or SAR is being exercised (which form of notice shall be provided by the Administrator upon request and may be electronic);

(b) A copy of any agreements or other documentation required by the Company at the time of exercise;

(c) (i) With respect to the exercise of any Option, full payment (in cash (through wire transfer only) or by personal, certified, or bank cashier check) of the aggregate Option Price of the Shares with respect to which such Option (or portion thereof) is thereby exercised; (ii) with the consent of the Administrator, (A) Shares owned by the Optionee duly endorsed for transfer to the Company or (B) Shares issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option Price of the Shares with respect to which such Option (or portion thereof) is thereby exercised; or (iii) unless otherwise determined by the Administrator, payment of the Option Price and applicable Withholding Taxes through a broker-assisted cashless exercise program established by the Company; or (iv) with the consent of the Administrator, any form of payment of the Option Price permitted by Applicable Laws and any combination of the foregoing methods of payment; and

(d) In the event that the Option or SAR or portion thereof shall be exercised as permitted under Section 7.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or SAR or portion thereof.

Section 7.4 Optionee Representations. The Company, in its sole discretion, may require an Optionee to make certain representations or acknowledgements, on or prior to the purchase of any Shares pursuant to any Option or SAR granted under this Plan, in respect thereof including, without limitation, that the Optionee is acquiring the Shares for an investment purpose and not for resale, and, if the Optionee is an Affiliate, additional acknowledgements regarding when and to what extent any transfers of such Shares may occur.

 

14


Section 7.5 Settlement of SARs. Unless otherwise determined by the Administrator, upon exercise of a SAR, the Participant shall be entitled to receive payment in the form, determined by the Administrator, of Shares, or cash, or a combination of Shares and cash having an aggregate value equal to the amount determined by multiplying:

(a) any increase in the Fair Market Value of one Share on the exercise date over the Base Price of such SAR, by

(b) the number of Shares with respect to which such SAR is exercised;

provided, however, that on the grant date, the Administrator may establish, in its sole discretion, a maximum amount per Share that may be payable upon exercise of a SAR, and provided, further, that in no event shall the value of the Company Common Stock or cash delivered on exercise of a SAR exceed the excess of the Fair Market Value of the Shares with respect to which the SAR is exercised over the Fair Market Value of such Shares on the grant date of such SAR.

Section 7.6 Conditions to Issuance of Shares. The Company shall evidence the issuance of Shares delivered upon exercise of an Option or SAR in the books and records of the Company or in a manner determined by the Company. The Administrator shall not have any liability to any Optionee for any delay in the delivery of Shares to be issued upon an Optionee’s exercise of an Option or SAR.

Section 7.7 Rights as Stockholders. The holder of an Option or SAR shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of an Option or SAR unless and until the Shares attributable to the exercise of the Option or SAR have been issued by the Company to such holder.

Section 7.8 Transfer Restrictions. The Administrator, in its sole discretion, may set forth in an Award Agreement or in such other agreements to be entered into at the time of exercise, such further restrictions on the transferability of the Shares purchasable upon the exercise of an Option or SAR as it deems appropriate. Any such restriction may be referred to in the Share register maintained by the Company or otherwise in a manner reflecting its applicability to the Shares. An Employee must give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Stock Option, within two (2) years from the date of granting such Option or one (1) year after the transfer of such Shares to such Employee.

ARTICLE VIII

RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNIT AWARDS

Section 8.1 Restricted Stock.

(a) Grant of Restricted Stock. The Administrator is authorized to make Awards of Restricted Stock to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. All Awards of Restricted Stock shall be evidenced by an Award Agreement.

 

15


(b) Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Administrator may impose. These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter.

(c) Issuance of Restricted Stock. The issuance of Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine.

Section 8.2 Restricted Stock Units. The Administrator is authorized to make Awards of Restricted Stock Units to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate. At the time of grant, the Administrator shall specify the settlement date applicable to each grant of Restricted Stock Units. Unless otherwise provided in an Award Agreement, on the settlement date, the Company shall, subject to the terms of this Plan (including satisfaction of applicable Withholding Taxes), transfer to the Participant one Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited. The Administrator shall specify the purchase price, if any, to be paid by the grantee to the Company for such Shares.

Section 8.3 Rights as a Stockholder. A Participant shall not be, nor have any of the rights or privileges of, a stockholder in respect of Restricted Stock Units awarded pursuant to the Plan unless and until the Shares attributable to such Restricted Stock Units have been issued to such Participant.

ARTICLE IX

PERFORMANCE SHARES AND PERFORMANCE UNITS

Section 9.1 Grant of Performance Awards. The Administrator is authorized to make Awards of Performance Shares and Performance Units to any Participant selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. All Performance Shares and Performance Units shall be evidenced by an Award Agreement.

Section 9.2 Issuance and Restrictions. The Administrator shall have the authority to determine the Participants who shall receive Performance Shares and Performance Units, the number of Performance Shares and the number and value of Performance Units each Participant receives for any Performance Cycle, and the Performance Goals applicable in respect of such Performance Shares and Performance Units for each Performance Cycle. The Administrator shall determine the duration of each Performance Cycle (and the duration of Performance Cycles may differ from one another), and there may be more than one Performance Cycle in existence at any

 

16


one time. An Award Agreement evidencing the grant of Performance Shares or Performance Units shall specify the number of Performance Shares and the number and value of Performance Units awarded to the Participant, the Performance Goals applicable thereto, and such other terms and conditions not inconsistent with the Plan as the Administrator shall determine. No Company Common Stock will be issued at the time an Award of Performance Shares is made, and the Company shall not be required to set aside a fund for the payment of Performance Shares or Performance Units.

Section 9.3 Earned Performance Shares and Performance Units. Performance Shares and Performance Units shall become earned, in whole or in part, based upon the attainment of specified Performance Goals or the occurrence of any event or events, as the Administrator shall determine, either in an Award Agreement or thereafter on terms more favorable to the Participant. In addition to the achievement of the specified Performance Goals, the Administrator may condition payment of Performance Shares and Performance Units on such other conditions as the Administrator shall specify in an Award Agreement. The Administrator may also provide in an Award Agreement for the completion of a minimum period of service (in addition to the achievement of any applicable Performance Goals) as a condition to the vesting of any Performance Share or Performance Unit Award.

Section 9.4 Rights as a Stockholder. A Participant shall not have any rights as a stockholder in respect of Performance Shares or Performance Units awarded pursuant to the Plan (including, without limitation, the right to vote on any matter submitted to the Company’s stockholders) until such time as the Shares attributable to such Performance Shares or Performance Units have been issued to such Participant or his or her beneficiary.

Section 9.5 Performance Goals. The Administrator shall establish in the Award Agreement or otherwise the Performance Goals that must be satisfied in order for a Participant to receive an Award for a Performance Period or for an Award of Performance Shares or Performance Units to be earned or vested. The Administrator may provide for a threshold level of performance below which no amount of compensation will be paid and a maximum level of performance above which no additional amount of compensation will be paid under the Plan, and it may provide for the payment of differing amounts of compensation for different levels of performance. Performance Goals may be established on a Company-wide basis, with respect to one or more business units, divisions, Subsidiaries or products or based on individual performance measures, and may be expressed in absolute terms or relative to other metrics including internal targets or budgets, past performance of the Company, the performance of one or more similarly situated companies, performance of an index, outstanding equity or other external measures. In the case of earning-based measures, Performance Goals may include comparisons relating to capital (including but limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net assets, or any combination thereof. Performance Goals may also be subject to such other terms and conditions as the Administrator may determine appropriate. The Administrator may also adjust the Performance Goals for any Performance Cycle as it deems equitable in recognition of unusual or nonrecurring events affecting the Company, changes in applicable tax laws or accounting principles or such other events, changes or factors as the Administrator may determine.

 

17


Section 9.6 Determination of Attainment of Performance Goals. As soon as practicable following the end of a Performance Cycle and prior to any payment or vesting in respect of such Performance Cycle, the Administrator shall determine the number of Performance Shares, other Performance Awards, the number and value of Performance Units or the amount of any cash entitlement, as applicable that has been earned or vested. Notwithstanding anything in this Article IX to the contrary, the Administrator shall have the right, in its absolute discretion, (i) to reduce or eliminate the amount otherwise payable to any Participant based on individual performance or any other factors that the Administrator, in its discretion, shall deem appropriate and (ii) to establish rules or procedures that have the effect of limiting the amount payable to each Participant to an amount that is less than the maximum amount otherwise authorized under the Award or under the Plan.

Section 9.7 Newly Eligible Participants. Notwithstanding anything in this Article IX to the contrary, the Administrator shall be entitled to make such rules, determinations and adjustments as it deems appropriate with respect to any Participant who becomes eligible to receive Performance Shares, Performance Units or other Performance Awards after the commencement of a Performance Cycle.

ARTICLE X

DEFERRED SHARE UNITS

Section 10.1 Grant. Subject to Article III, the Administrator is authorized to make awards of Deferred Share Units to any Participant selected by the Administrator at such time or times as shall be determined by the Administrator without regard to any election by the Participant to defer receipt of any compensation or bonus amount payable to him. The grant date of any Deferred Share Unit under the Plan will be the date on which such Deferred Share Unit is awarded by the Administrator or on such other future date as the Administrator shall determine in its sole discretion. Upon the grant of Deferred Share Units pursuant to the Plan, the Company shall establish a notional account for the Participant and will record in such account the number of Deferred Share Units awarded to the Participant. No Shares will be issued to the Participant at the time an award of Deferred Share Units is granted. Subject to Article III and Applicable Law (including Section 409A of the Code), Deferred Share Units may become payable on a Corporate Event, termination of employment or on a specified date or dates set forth in the Award Agreement evidencing such Deferred Share Units.

Section 10.2 Rights as a Stockholder. A Participant shall not be, nor have any of the rights and privileges of, a stockholder of the Company in respect of Deferred Share Units awarded pursuant to the Plan unless and until such time as the Shares attributable to such Deferred Share Units have been issued to such Participant.

Section 10.3 Vesting. Unless the Administrator provides otherwise at the grant date or provides thereafter in a manner more favorable to the Participant, Deferred Share Units shall be fully vested and nonforfeitable when granted.

 

18


Section 10.4 Settlement. Subject to this Article X, upon the date specified in the Award Agreement evidencing the Deferred Share Units, for each such Deferred Share Unit the Participant shall receive, as specified in the Award Agreement (and subject to satisfaction of applicable Withholding Taxes), (i) a cash payment equal to the Fair Market Value of one (1) Share as of such payment date, (ii) one (1) Share or (iii) any combination of clauses (i) and (ii).

ARTICLE XI

OTHER STOCK-BASED AWARDS

Section 11.1 Grants of Stock-Based Awards. The Administrator is authorized to make Awards of other types of equity-based or equity-related awards (“Stock-Based Awards”) not otherwise described by the terms of the Plan in such amounts and subject to such terms and conditions as the Administrator shall determine. All Stock-Based Awards shall be evidenced by an Award Agreement. Such Stock-Based Awards may be granted as an inducement to enter the employ of the Company or any Subsidiary or in satisfaction of any obligation of the Company or any Subsidiary to a Service Provider, whether pursuant to this Plan or otherwise, that would otherwise have been payable in cash or in respect of any other obligation of the Company. Such Stock-Based Awards may entail the transfer of actual Shares, or payment in cash or otherwise of amounts based on the value of Shares.

ARTICLE XII

DIVIDEND EQUIVALENTS

Section 12.1 Generally. Dividend Equivalents may be granted to Participants at such time or times as shall be determined by the Administrator. Dividend Equivalents may be granted in tandem with other Awards, in addition to other Awards, or freestanding and unrelated to other Awards. The grant date of any Dividend Equivalents under the Plan will be the date on which the Dividend Equivalent is awarded by the Administrator, or such other date permitted by Applicable Laws as the Administrator shall determine in its sole discretion. Dividend Equivalents may, at the discretion of the Administrator, be fully vested and nonforfeitable when granted or subject to such vesting conditions as determined by the Administrator. For the avoidance of doubt, Dividend Equivalents with respect to Awards shall not be fully vested until the Awards have been earned and shall be forfeited if the related Award is forfeited. Dividend Equivalents shall be evidenced in writing, whether as part of the Award Agreement governing the terms of the Award, if any, to which such Dividend Equivalent relates, or pursuant to a separate Award Agreement with respect to freestanding Dividend Equivalents.

ARTICLE XIII

TERMINATION AND FORFEITURE

Section 13.1 Termination. Except as provided in Article XIV or in the applicable Award Agreement, or as determined by the Administrator, unvested awards granted under the Plan will be forfeited upon a Participant’s termination of employment or service to the Company for any reason.

 

19


Section 13.2 Forfeiture and Recoupment of Awards. Awards granted under this Plan (and gains earned or accrued in connection with Awards) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time. Any such policies may (in the discretion of the Administrator or the Board) be applied to outstanding Awards at the time of adoption of such policies, or on a prospective basis only. Participants shall also forfeit and disgorge to the Company any Awards granted or vested and any gains earned or accrued due to the exercise of Options or SARs or the sale of any Company Common Stock to the extent required by Applicable Law or as required by any stock exchange or quotation system on which the Company Common Stock is listed or quoted, in each case in effect on or after the Effective Date, including Section 304 of the Sarbanes-Oxley Act of 2002 and Section 10D of the Exchange Act and any regulations promulgated thereunder. For the avoidance of doubt, the Administrator shall have full authority to implement any policies and procedures necessary to comply with Applicable Law and/or the requirements of any stock exchange or quotation system on which the Company Common Stock is listed or quoted. The implementation of policies and procedures pursuant to this Section 13.2 and any modification of the same shall not be subject to any restrictions on amendment or modification of Awards.

Section 13.3 Clawbacks. Awards shall be subject to any generally applicable clawback policy adopted by the Administrator, the Board, the Company or any Subsidiary of the Company that is communicated to the Participants or any such policy adopted to comply with Applicable Law.

ARTICLE XIV

CHANGE IN CONTROL

Section 14.1 Alternative Awards. Unless otherwise expressly provided in an Award Agreement, subject to Section 14.2, no cancellation, acceleration of vesting or other payment shall occur in connection with a Change in Control with respect to any (i) unvested or unexercisable Award and/or (ii) if reasonably determined in good faith by the Administrator prior to the occurrence of the Change in Control, vested Awards, and such Award shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed or substituted award, an “Alternative Award”), provided that any Alternative Award must (x) give the Participant who held such Award rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Award immediately prior to the Change in Control, including, without limitation, an identical or better schedule as to vesting and/or exercisability and that Alternative Awards that are stock options have identical or better methods of payment of the exercise price thereof; (y) as to any service-based vesting requirement applicable to the Award, provide for full vesting of the Alternative Award, if within twelve (12) months following a Change in Control, the Participant’s employment or service is terminated by the Company without Cause or by the Participant for Good Reason during the remaining vesting period thereof; and (z) as to any performance-based vesting requirement applicable to the Award, provide for vesting of the Alternative Award at target levels, if within twelve (12) months following a Change in Control, the Participant’s employment or service is terminated by the Company without Cause or by the Participant for Good Reason during the

 

20


remaining vesting period thereof. If the Administrator determines in connection with a Change in Control that performance-based vesting requirements applicable to an Award will no longer operate as intended following the Change in Control or will no longer provide the intended incentive, the Administrator may modify such performance-based vesting requirements or impose new performance-based vesting requirements so long as the Administrator determines that such modified or new performance-based vesting requirements are not materially more difficult to achieve than the performance-based vesting requirements applicable to the Award immediately prior to the Change in Control.

Notwithstanding this Section 14.1, if the securities underlying the Alternative Award are not publicly traded, (i) the acquisition, holding and disposition of the shares underlying the Alternative Award may be subject to such terms and conditions as are established by the Administrator prior to the Change in Control and (ii) the Company or the acquiror in such Change in Control shall be required to repurchase any vested Alternative Awards or securities underlying such Alternative Awards following termination of employment (other than termination for Cause or other circumstances resulting in the forfeiture of such Alternative Awards in accordance with Section 13.2 or an applicable award agreement) for cash or marketable securities equal to the fair market value of the securities subject to such Alternative Award on the effective date of termination (and, in the case of Alternative Awards that are stock options or stock appreciation rights, in excess of the exercise price or base price that the Participant would be required to pay in respect of such Alternative Award).

Section 14.2 Settlement. Except as otherwise provided in this Article XIV or in an Award Agreement or thereafter on terms more favorable to a Participant, if the Administrator reasonably determines in good faith, prior to the occurrence of a Change in Control, that no Alternative Awards will be provided upon a Change in Control:

(a) each unvested Award (other than Performance Awards and freestanding Dividend Equivalents not granted in connection with another Award) shall vest;

(b) each outstanding Option and SAR shall be canceled in exchange for a payment equal to the excess, if any, of the Change in Control Price over the applicable Option Price or Base Price;

(c) Shares underlying all Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units, and other Stock-Based Awards that are vested (as provided in this Section 14.2 or otherwise) shall be issued or released to the Participant holding such Award, except to the extent that the Administrator has determined, in accordance with authority granted to it by the Plan or the applicable Award Agreement to settle such Award in cash in lieu of shares;

(d) Each outstanding Performance Award shall be treated as provided in the individual Award Agreement governing such Performance Award; and

(e) all freestanding Dividend Equivalents not granted in connection with another Award shall be cancelled without payment therefor.

 

21


To the extent any portion of the Change in Control Price is payable other than in cash and/or other than at the time of the Change in Control, Award holders under the Plan shall receive the same value in respect of their Awards (less any applicable exercise price, Base Price or similar feature) as is received by the Company’s stockholders in respect of their Company Common Stock (as determined by the Administrator), and the Administrator shall determine the extent to which such value shall be paid in cash, in securities or other property, or in a combination of cash and securities or other property, consistent with Applicable Law. To the extent any portion of the Change in Control Price is payable other than at the time of the Change in Control, the Administrator shall determine the time and form of payment to the holders of Award consistent with Section 409A of the Code and other Applicable Laws. For avoidance of doubt, upon a Change in Control the Administrator may cancel Options and SARs for no consideration if the aggregate Fair Market Value of the Shares subject to Options and SARs is less than or equal to the Option Price of such Options or the Base Price of such SARs.

Section 14.3 Section 409A. Notwithstanding the discretion in Sections 14.1 and 14.2, if any Award is subject to Section 409A of the Code and an Alternative Award would be deemed a non-compliant modification of such Award under Section 409A, then no Alternative Award shall be provided and such Award shall instead be treated as provided in Section 14.2 or in the Award Agreement (or in such other manner determined by the Administrator that is a compliant modification under Section 409A).

ARTICLE XV

OTHER PROVISIONS

Section 15.1 Awards Not Transferable. Unless otherwise approved by the Administrator, no Award or interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this Section 15.1 shall prevent transfers by will or by the applicable laws of descent and distribution or, with the prior approval of the Company’s General Counsel or the Administrator, estate planning transfers.

Section 15.2 Amendment, Suspension or Termination of the Plan or Award Agreements.

(a) The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator; provided that without the approval by a majority of the shares entitled to vote at a duly constituted meeting of shareholders of the Company, no amendment or modification to the Plan may (i) except as otherwise expressly provided in Section 4.1(a) or Section 4.3, increase the number of Shares subject to the Plan, (ii) the individual Award limitations applicable to non-employee Directors specified in Section 4.2; (iii) modify the class of persons eligible for participation in the Plan; (iv) modify the prohibition against repricing in Section 4.5; or (v) materially modify the Plan in any other way that would require shareholder approval under Applicable Law.

 

22


(b) Except as otherwise expressly provided in the Plan, neither the amendment, suspension nor termination of the Plan shall, without the consent of the holder of the Award, adversely alter or impair any rights or obligations under any Award theretofore granted.

(c) Notwithstanding any provision of the Plan to the contrary, in no event shall adjustments made by the Administrator pursuant to Section 4.3 or the application of Section 13.2, Section 13.3, Section 14.1, Section 14.2, Section 15.6 or Section 15.12 to any Participant constitute an amendment of the Plan or of any Award Agreement requiring the consent of any Participant.

(d) No Award may be granted during any period of suspension or after termination of the Plan, and in no event may any Award be granted under this Plan after the expiration of ten (10) years from the Effective Date.

Section 15.3 Effect of Plan upon Other Award and Compensation Plans. The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company or any of its Subsidiaries. Nothing in this Plan shall be construed to limit the right of the Company or any of the Subsidiaries (a) to establish any other forms of incentives or compensation for Service Providers or (b) to grant or assume options or restricted stock other than under this Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options or restricted stock in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association.

Section 15.4 At-Will Employment. Nothing in the Plan or any Award Agreement hereunder shall confer upon the Participant any right to continue as a Service Provider of the Company or any of the Subsidiaries or shall interfere with or restrict in any way the rights of the Company and any of its Subsidiaries, which are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without Cause.

Section 15.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

Section 15.6 Conformity to Securities Laws. The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated under any of the foregoing, to the extent the Company, any of the Subsidiaries or any Participant is subject to the provisions thereof. Notwithstanding anything herein to the contrary, the Plan shall be administered, and Awards shall be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by Applicable Law, the Plan and Awards granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

 

23


Section 15.7 Term of Plan. The Plan shall become effective upon the effectiveness of the Company’s Registration Statement on Form S-1 (the “Effective Date”) and shall continue in effect, unless sooner terminated pursuant to Section 15.2, until the tenth (10th) anniversary of the Effective Date. The provisions of the Plan shall continue thereafter to govern all outstanding Awards.

Section 15.8 Governing Law. To the extent not preempted by federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

Section 15.9 Severability. In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.

Section 15.10 Governing Documents. In the event of any express contradiction between the Plan and any Award Agreement or any other written agreement between a Participant and the Company or any Subsidiary that has been approved by the Administrator, the express terms of the Plan shall govern, unless it is expressly specified in such Award Agreement or other written document that such express provision of the Plan shall not apply.

Section 15.11 Withholding Taxes. In addition to any rights or obligations with respect to Withholding Taxes under the Plan or any applicable Award Agreement, the Company or any Subsidiary employing a Service Provider shall have the right to withhold from the Service Provider, or otherwise require the Service Provider or an assignee to pay, any Withholding Taxes arising as a result of grant, exercise, vesting or settlement of any Award or any other taxable event occurring pursuant to the Plan or any Award Agreement, including, without limitation, to the extent permitted by law, the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to the Service Provider or to take such other actions (including, without limitation, withholding any Shares or cash deliverable pursuant to the Plan or any Award) as may be necessary to satisfy all or any portion of such Withholding Taxes; provided, however, that in the event that the Company withholds Shares issued or issuable to the Participant to satisfy all or any portion of the Withholding Taxes, the Company shall withhold a number of whole Shares having a Fair Market Value, determined as of the date of withholding, not in excess of the maximum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid liability award accounting) and any remaining amount shall be remitted in cash or withheld; and provided, further, that with respect to any Award subject to Section 409A of the Code, in no event shall Shares be withheld pursuant to this Section 15.11 (other than upon or immediately prior to settlement in accordance with the Plan and the applicable Award Agreement) other than to pay taxes imposed under the U.S. Federal Insurance Contributions Act (“FICA”) and any associated U.S. federal withholding tax imposed under Section 3401 of the Code and in no event shall the value of such Shares (other than upon immediately prior to settlement) exceed the amount of the tax imposed under FICA and any associated U.S. federal withholding tax imposed under Section 3401 of the Code. The Participant shall be responsible for all Withholding Taxes and other tax consequences of any Award.

 

24


Section 15.12 Section 409A. To the extent that the Administrator determines that any Award is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate any terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding any provision of the Plan to the contrary, in the event that following the adoption of the Plan, the Administrator determines that any Award may be subject to Section 409A of the Code and related regulations and Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the adoption of the Plan), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance or (c) comply with any correction procedures available with respect to Section 409A of the Code. Notwithstanding anything else contained in this Plan or any Award Agreement to the contrary, if a Service Provider is a “specified employee” as determined pursuant to Section 409A under any Company Specified Employee policy in effect at the time of the Service Provider’s “separation from service” (as determined under Section 409A) or, if no such policy is in effect, as defined in Section 409A of the Code), then, to the extent necessary to comply with, and avoid imposition on such Service Provider of any tax penalty imposed under, Section 409A of the Code, any payment required to be made to a Service Provider hereunder upon or following his or her separation from service shall be delayed until the first to occur of (i) the six (6)-month anniversary of the Service Provider’s separation from service and (ii) the Service Provider’s death. Should payments be delayed in accordance with the preceding sentence, the accumulated payment that would have been made but for the period of the delay shall be paid in a single lump sum during the ten (10)-day period following the lapsing of the delay period. No provision of this Plan or an Award Agreement shall be construed to indemnify any Service Provider for any taxes incurred by reason of Section 409A (or timing of incurrence thereof), other than an express indemnification provision therefor.

Section 15.13 Notices. Except as provided otherwise in an Award Agreement, all notices and other communications required or permitted to be given under this Plan or any Award Agreement shall be in writing and shall be deemed to have been given if delivered personally, sent by email or any other form of electronic transfer approved by the Administrator, sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, (i) in the case of notices and communications to the Company, to its current business address and to the attention of the General Counsel of the Company or (ii) in the case of a Participant, to the last known address, or email address or, where the individual is an employee of the Company or one of its subsidiaries, to the individual’s workplace address or email address or by other means of electronic transfer acceptable to the Administrator. All such notices and communications shall be deemed to have been received on the date of delivery, if sent by email or any other form of electronic transfer, at the time of dispatch or on the third business day after the mailing thereof.

 

25


Section 15.14 Beneficiary Designation. Each Participant under the Plan may from time to time pursuant to procedures approved by the Company name any beneficiary or beneficiaries by whom any right under the Plan is to be exercised in case of such Participant’s death.

 

26

EX-10.18 11 d70382dex1018.htm EX-10.18 EX-10.18

Exhibit 10.18

LOGO

CORE & MAIN, INC.

EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I

PURPOSE

The purpose of the Core & Main, Inc. Employee Stock Purchase Plan is to provide Employees of the Company and its Subsidiaries with an opportunity to purchase Common Stock of the Company through payroll deductions. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordingly, the provisions of the Plan shall be construed in a manner consistent with the requirements of Code Section 423 and the regulations promulgated thereunder.

ARTICLE II

DEFINITIONS

Whenever used herein, the following terms shall have the respective meanings set forth below:

(a) “Acquisition Date” means the last day of each Offering Period at which time the Shares subject to a Share Purchase Right granted under the Plan may be purchased by or on behalf of the Participant.

(b) “Administrator” means the Committee. If the Committee delegates administrative authority hereunder to any other person or group of persons pursuant to Section 10.2, such person or group of persons shall be deemed to be the Administrator hereunder to such extent and subject to the restrictions set forth in Section 10.2, and provided further that delegation by such persons shall not be permitted hereunder. The Committee has designated the following Company officer to serve as Administrator until such time as such delegation is changed pursuant to Section 10.2: Chief Human Resources Officer.

(c) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.

(d) “Board” means the Company’s board of directors.


(e) “Change in Control” has the meaning assigned to such term in the Omnibus Incentive Plan.

(f) “Code” means the Internal Revenue Code of 1986, as amended.

(g) “Committee” means the Compensation Committee of the Board.

(h) “Common Stock” means the Class A common stock, par value $0.01 per share, of the Company and such other stock or securities into which such common stock is hereafter converted or for which such common stock is exchanged.

(i) “Company” means Core & Main, Inc., a Delaware corporation, and any successor thereto.

(j) “Compensation” means an Employee’s base salary or wages, commissions, military, parental leave and overtime pay. Compensation shall be determined prior to the Employee’s pre-tax contributions pursuant to Code Sections 125 or 401(k). If determined by the Committee, other forms of compensation may be included in or excluded from the definition of Compensation as permitted by Section 423 of the Code.

(k) “Contribution” means the amount of an after-tax payroll deduction an Employee has made, as set out in such Employee’s payroll deduction authorization form. If the Administrator so determines, a Contribution for Employees on a Company-approved leave of absence shall include a cash contribution equal to the amount of the after-tax payroll deduction an Employee would have made if such Employee had been receiving Compensation during the Company-approved leave of absence. Except as otherwise specified by the Administrator, payroll deductions made with respect to Employees paid in currencies other than U.S. dollars will be accumulated in local currency and converted to U.S. dollars as of the Acquisition Date.

(l) “Designated Subsidiary” means, unless determined by the Administrator, the Company’s: (i) domestic Subsidiaries located in the United States or any United States territory, and (ii) any other Subsidiary that may be designated by the Administrator as eligible to participate in the Plan from time to time in its sole discretion.

(m) “Effective Date” means the date as of which the Plan is adopted by the Board, subject to the Plan obtaining approval by the stockholders of the Company.

 

2


(n) “Employee” means any person who performs services for, and who is classified as an employee on the payroll records of, the Company or a Designated Subsidiary. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2). For purposes of this Plan, where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(p) “Fair Market Value” has the meaning assigned to such term in the Omnibus Incentive Plan.

(q) “Offer Date” means the first day of each Offering Period.

(r) “Offering Period” means a period of time specified by the Administrator, consistent with Section 423 of the Code, beginning on the Offer Date and ending on the Acquisition Date.

(s) “Omnibus Incentive Plan” means the Core & Main, Inc. 2021 Omnibus Incentive Plan, as may be amended from time to time.

(t) “Participant” means an Employee who becomes a participant in the Plan pursuant to Article V.

(u) “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or any other entity of whatever nature.

(v) “Plan” means the Core & Main, Inc. Employee Stock Purchase Plan, as amended from time to time.

(w) “Purchase Price” means the purchase price per Share subject to the Share Purchase Right determined pursuant to Section 6.3.

(x) “Securities Act” means the Securities Act of 1933, as amended.

 

3


(y) “Share” means a share of Common Stock.

(z) “Share Purchase Right” means a right that entitles the holder to purchase from the Company a stated number of Shares in accordance with, and subject to, the terms and conditions of the Plan.

(AA) “Subsidiary” of an entity means any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Code Section 424(f).

ARTICLE III

AVAILABLE SHARES AND ADJUSTMENTS

Section 3.1 Available Shares. Subject to adjustments as provided in this Article III, the maximum number of Shares available for purchase under the Plan on or after the Effective Date is [_________________] Shares. Shares issued under the Plan may be authorized but unissued, treasury, or reacquired Common Stock.

Section 3.2 Adjustments.

(a) Changes in Capitalization. In the event of any stock dividend, stock split, spinoff, rights offering, extraordinary dividend, combination or exchange of Shares, recapitalization or other change in the capital structure of the Company constituting an “equity restructuring” within the meaning of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), the Administrator shall make or provide for equitable adjustments in (i) the number and type of Shares or other securities or property covered by outstanding Share Purchase Rights, (ii) the Purchase Price specified therein, (iii) the kind of Shares covered thereby (including shares of another issuer); and (iv) adjustment to the limitations in Section 3.1 on the maximum number and kind of Shares that may be issued under the Plan. The Administrator in its sole discretion and in good faith should determine the form of the adjustment required to prevent dilution or enlargement of the rights of Participants and shall, in furtherance thereof, take such other actions with respect to any outstanding Share Purchase Right as it determines to be equitable, which may include a cash payment to the Participant equivalent to the value of any dilution of the rights of such Participant. In the event of any merger, consolidation, or any other corporate transaction or event having a similar effect that is not an “equity restructuring” with the meaning of FASB ASC Topic 718,

 

4


the Administrator in its sole discretion may, in addition to the actions permitted to be taken in respect of an equity restructuring, provide in substitution for any or all outstanding Share Purchase Rights under this Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection with such alternative consideration the surrender of all Share Purchase Rights so replaced. After any adjustment made by the Administrator pursuant to this Section 3.2, the number of shares subject to each outstanding Share Purchase Right shall be rounded down to the nearest whole number. Any adjustment pursuant to this Section 3.2 shall be effected in compliance with Code Section 423 and, to the extent applicable, Section 409A. All determinations and adjustments made by the Administrator in good faith pursuant to this Section 3.2 shall be final and binding on the affected Participants and the Company.

(b) Change in Control. Notwithstanding any other provision of this Plan, in the event of a Change in Control, the Administrator, in its sole discretion, may take whatever action it deems necessary or appropriate in connection therewith, including, but not limited to (i) shortening any Offering Period then in progress and refunding any amounts accumulated in a Participant’s account for such Offering Period, (ii) cancelling all outstanding Share Purchase Rights as of the Change in Control date and paying each holder thereof an amount equal to the difference between the per Share Fair Market Value as of the Change in Control date and the Purchase Price determined in accordance with Section 6.3, or (iii) for each outstanding Share Purchase Right, granting a substitute right to purchase shares (in a manner consistent with Code Section 424 and, to the extent applicable, Code Section 409A). Nothing in this Section 3.2(b) shall affect in any way the Board or Committee’s right to terminate the Plan at any time pursuant to Section 10.7 or 10.8.

(c) Insufficient Shares. If the Administrator determines that, on a given Acquisition Date, the number of Shares that may be purchased under the outstanding Share Purchase Rights for the applicable Offering Period may exceed (i) the number of Shares that were available for issuance under the Plan on the Offer Date of the applicable Offering Period or (ii) the number of Shares available for sale under the Plan on such Acquisition Date, including but not limited to by reason of a limitation on the maximum number of Shares that may be purchased set by the Committee pursuant to Section 6.2(a) or (b), the Administrator shall make a pro rata allocation of the Shares available for issuance on such Acquisition Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants purchasing Shares on such Acquisition Date, and unless additional Shares are authorized for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 10.7 hereof. If the Plan is so terminated, then

 

5


the balance of the amount credited to the Participant’s account which has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable without any interest thereon. The Company may make a pro rata allocation of the Shares available on the Offer Date of any applicable Offering Period pursuant to the first sentence of this section, notwithstanding any authorization of additional Shares for issuance under the Plan by the Company’s stockholders subsequent to such Offer Date.

ARTICLE IV

ELIGIBILITY

Section 4.1 Eligible Employees. Any person who is an Employee of the Company or a Designated Subsidiary as of the Offer Date for a given Offering Period shall be eligible to participate in the Plan for such Offering Period, subject to the requirements of this Article IV. Notwithstanding the foregoing, the Committee may, on a prospective basis, (i) exclude from participation in the Plan, Employees (a) whose customary employment is for not more than 20 hours per week or five months per year, (b) who are citizens or residents of a non-U.S. jurisdiction if grant of a Share Purchase Right under the Plan is prohibited under the laws of such non-U.S. jurisdiction or compliance with the laws of such non-U.S. jurisdiction would cause the Plan or any actions under the Plan to violate Section 423 of the Code, (c) who are classified as temporary Employees on the payroll records of the Company or a Designated Subsidiary, (d) who are on an unpaid leave of absence, (e) who are highly compensated employees within the meaning of Code Section 414(q), or (f) who are Employees subject to the disclosure requirements of Section 16(a) of the Exchange Act, and (ii) impose a generally applicable eligibility service requirement of up to two years of employment.

Section 4.2 Five Percent Stockholders. Notwithstanding the foregoing, no Employee may participate in the Plan if such Employee, immediately after a Share Purchase Right is granted under the Plan, owns, or would own, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of its parent or subsidiary corporations as contemplated by Code Section 423. The rules of Code Section 424 shall apply in determining stock ownership and parent and subsidiary corporations. The stock which the Employee may purchase under any outstanding Share Purchase Right shall be treated as stock owned by the Employee.

Section 4.3 Employees Based Outside the United States. To conform with the provisions of local laws and regulations, or with local compensation practices and policies, in foreign countries in which the Company or any of its Subsidiaries or Affiliates operate or may in the future operate, but subject to the limitations set forth herein regarding the maximum number of shares issuable hereunder and the maximum

 

6


award to any single Employee, the Administrator may (i) modify the terms and conditions of Awards granted to Participants employed outside the United States (“Non-U.S. Awards”), (ii) establish subplans with such modifications as may be necessary or advisable under the circumstances (“Subplans”), including to permit employees of Affiliates of the Company who are located outside of the U.S. to participate in the Plan but only to the extent that such participation would not adversely affect the Plan’s qualified status under Section 423 of the Code, and (iii) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan. The Administrator’s decision to grant Non-U.S. Awards or to establish Subplans is entirely voluntary, and at the complete discretion of the Administrator. The Administrator may amend, modify or terminate any Subplans at any time, and such amendment, modification or termination may be made without prior notice to the Participants. The Company, its Subsidiaries and Affiliates and members of the Administrator shall not incur any liability of any kind to any Participant as a result of any change, amendment or termination of any Subplan at any time. The benefits and rights provided under any Subplan or by any Non-U.S. Award (x) are wholly discretionary and, although provided by either the Company, a Subsidiary or Affiliate, do not constitute regular or periodic payments and (y) except as otherwise required under applicable law, are not to be considered part of the Participant’s salary or compensation under the Participant’s employment with the Participant’s local employer for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. If a Subplan is terminated, the Administrator may direct the payment of Non-U.S. Awards (or direct the deferral of payments whose amount shall be determined) prior to the dates on which payments would otherwise have been made, and, in the Administrator’s discretion, such payments may be made in a lump sum or in installments.

Section 4.4 Participants Who Become Ineligible. With respect to a Participant who becomes ineligible to participate in the Plan during an Offering Period other than due to employment termination, Contributions that have accumulated in the Participant’s account shall be used to purchase Common Stock on the Acquisition Date unless such Participant elects to withdraw in accordance with Article IX. Unless otherwise determined by the Administrator, in the event an Employee who again satisfies the eligibility conditions and has not withdrawn, payroll deductions shall resume automatically in accordance with his or her most recent payroll deduction authorization form in effect prior to becoming ineligible.

 

7


ARTICLE V

PARTICIPATION

Section 5.1 Enrollment Procedures. An eligible Employee may become a Participant in the Plan by completing a payroll deduction authorization form and any other required enrollment documents provided by the Administrator or its designee and submitting them to the Administrator or its designee in accordance with the rules established by the Administrator. The enrollment documents, which may be in electronic form, shall set forth the portion of the Participant’s Compensation, in accordance with Section 6.2(a), including any minimum Contribution amount and any minimum Contribution increments, to be paid as Contributions pursuant to the Plan. An Employee’s payroll deduction authorization shall become effective on the Offer Date. Amounts deducted from a Participant’s Compensation pursuant to this Article V shall be credited to the Participant’s Plan account. No interest shall be payable on the amounts credited to the Participant’s Plan account.

Section 5.2 Changes to Enrollment. A Participant’s election to participate in the Plan with respect to an Offering Period shall enroll such Participant in the Plan for each successive Offering period at the same payroll deduction election as in effect at the termination of the prior Offering Period, unless (i) such Participant delivers to the Company a different election with respect to the successive Offering Period by such time and in such manner as is designated by the Administrator for enrollment in the Plan for such successive Offering Period, (ii) such Participant withdraws from the Plan pursuant to Article IX or becomes ineligible for participation in the Plan or (iii) the Administrator determines that elections for all Participants shall cease at the end of an applicable Offering Period. Unless otherwise determined by the Administrator, a Participant may not increase or decrease the rate of payroll deductions during an Offering Period.

Section 5.3 Equal Rights and Privileges. Each Employee who is granted a Share Purchase Right under the Plan for any Offering Period shall have the same rights and privileges as all other Employees granted Share Purchase Rights under the Plan for such Offering Period.

ARTICLE VI

SHARE PURCHASE RIGHTS

Section 6.1 Number of Shares. Each eligible Employee who on the Offer Date is a Participant in such Offering Period shall be granted a Share Purchase Right to purchase Shares on the Acquisition Date for such Offering Period. Subject to the limitations set forth in Section 6.2, the number of Shares subject to such Share Purchase Right shall be the number of whole Shares determined by dividing the Purchase Price into the balance credited to the Participant’s account as of the Acquisition less any tax withholding amount deducted pursuant to Section 10.3.

 

8


Section 6.2 Limitation on Purchases. Participant purchases are subject to adjustment as provided in Section 3.2(c) and to the following limitations:

(a) Offering Period Limitation. Subject to the calendar year limits provided in Section 6.2(b), the Administrator shall have the right to set a maximum value of Shares that a Participant shall have the right to purchase or a maximum Contribution percentage of the Participant’s Compensation earned during such Offering Period that the Participant may use to purchase Shares in any Offering Period pursuant to a Share Purchase Right or right intended to qualify under Section 423 of the Code.

(b) Calendar Year Limitation. Notwithstanding Section 6.2(a), in the event that a Participant is granted a Share Purchase Right that permits such Participant to purchase Shares that, together with all other Share Purchase Rights granted to the Participant during the same calendar year under this Plan and any other plan of the Company or any Subsidiary of the Company that are qualified under Section 423 of the Code, has an aggregate value in excess of $25,000 (determined on the date of grant), such Share Purchase Right shall be reduced such that the aggregate value of all Share Purchase Rights granted to the Participant during the same calendar year under any plan of the Company or any Subsidiary of the Company that are qualified under Section 423 of the Code is $25,000. The Administrator may also set a maximum aggregate number of Shares or maximum aggregate Fair Market Value of Shares, which is less than the $25,000 limitation set forth in this Section 6.2(b), that may be purchased pursuant to Share Purchase Rights in a calendar year or Offering Period or an any Acquisition Date.

(c) Refunds. As of the first date on which a Participant’s ability to purchase Shares is limited by this Section 6.2, the Participant’s payroll deductions shall terminate, and any excess payroll deductions credited to his or her account shall be paid to the Participant in a lump sum as soon as reasonably practicable without any interest thereon.

Section 6.3 Purchase Price. The purchase price per Share with respect to an Offering Period shall be equal to ninety-five percent (95%) of the Fair Market Value of a Share on the date on which an Offering Period ends; provided, however, that the Committee may determine a different per share Purchase Price provided that: (i) such per share Purchase Price is communicated to Participants before the beginning of the Offering Period, and (ii) in no event shall such per share Purchase Price be less than the lesser of (y) 85% of the Fair Market Value of a Share on the Offer Date and (z) 85% of the Fair Market Value of a Share on the Acquisition Date.

 

9


Article VII

PURCHASE OF SHARES UNDER SHARE PURCHASE RIGHTS

Section 7.1 Purchase. Unless a Participant withdraws from the Plan as provided in Article IX, each Participant shall automatically purchase and acquire as of the Acquisition Date the number of whole Shares subject to the Share Purchase Right that may be purchased at the Purchase Price for that Share Purchase Right with the Contributions in such Participant’s account. Any surplus in the account that is insufficient to purchase a whole Share shall be carried forward into the next Offering Period unless the Participant has elected to withdraw from the Plan pursuant to Article IX or the Administrator determines that surplus amounts for Participants shall not be carried forward, in which case such surplus amount shall be distributed to the Participant in a lump sum as soon as reasonably practicable without any interest thereon.

Section 7.2 Registration Compliance.

(a) No Shares may be purchased under a Share Purchase Right unless the Shares to be issued or transferred upon purchase are covered by an effective registration statement pursuant to the Securities Act or are eligible for an exemption from the registration requirements, and the Plan is in material compliance with all applicable federal, state, foreign and other securities and other laws applicable to the Plan.

(b) If, on an Acquisition Date of any Offering Period, the Shares are not registered or exempt or the Plan is not in such compliance, no Shares under the Share Purchase Rights granted under the Plan shall be purchased on the Acquisition Date. The Acquisition Date shall be delayed until the Shares are subject to such an effective registration statement or exempt, and the Plan is in such compliance. The Acquisition Date shall in no event be more than twenty-seven months from the Offer Date, or, if applicable, such lesser time as permitted under Section 423 of the Code.

(c) If, on the Acquisition Date of any Offering Period, as delayed to the maximum extent permissible, the Shares are not registered or exempt and the Plan is not in such compliance, no Shares under the Share Purchase Rights shall be purchased, and all Contributions accumulated during the Offering Period (reduced to the extent, if any, such deductions have been used to acquire Shares) shall be distributed to the Participants in a lump sum as soon as reasonably practicable without any interest thereon.

Section 7.3 Delivery of Shares. As soon as practicable after each Acquisition Date, the Company shall deliver the Shares acquired by each Participant during an Offering Period to the Participant or an account established in the Participant’s name at a stock brokerage or other financial services firm designated by the Company. The Shares purchased by each Participant shall be issued in book entry form; no certificates shall be delivered with respect to the Shares acquired by a Participant.

 

10


Section 7.4 Vesting. A Participant’s interest in the Common Stock purchased upon the purchase of Shares under a Share Purchase Right shall be immediately vested and nonforfeitable.

Section 7.5 Nontransferability. Each Share Purchase Right granted under this Plan shall be nontransferable. During the lifetime of the Participant to whom the Share Purchase Right is granted, the Shares under a Share Purchase Right may be purchased only by the Participant. No right or interest of a Participant in any Share Purchase Right shall be liable for, or subject to, any lien, obligation, or liability of such Participant.

Article VIII

RESTRICTIONS ON SALE

Shares of Common Stock purchased under the Plan may be subject to any such holding restrictions that the Administrator shall determine to be appropriate with respect to any Offering Period consistent with Section 423 of the Code.

Article IX

WITHDRAWAL FROM PARTICIPATION

AND TERMINATION OF EMPLOYMENT

A Participant shall be deemed to have elected to withdraw from the Plan with respect to an Offering Period in accordance with this Article IX if he or she ceases to be an Employee of the Company or any of its Subsidiaries for any reason, including death, before the Acquisition Date for that Offering Period. A Participant may also revoke his or her payroll deduction authorization form for an Offering Period and withdraw from participation in the Plan for that Offering Period by giving written or electronic notice to the Administrator at such time before the Acquisition Date as may be established by the Administrator. In the event of a Participant’s withdrawal or deemed withdrawal, all of the payroll deductions credited to his or her account shall be paid to the Participant, or to the Participant’s estate in the event of the Participant’s death, in a lump sum as soon as reasonably practicable after receipt of the notice of withdrawal or death, without any interest thereon, and no further payroll deductions shall be made from his or her Compensation for that Offering Period. Unless the Committee determines otherwise, a Participant’s withdrawal (other than due to a termination of employment) during an Offering Period shall not have any effect upon the Participant’s eligibility to participate in the Plan during a subsequent Offering Period.

 

11


Article X

GENERAL PROVISIONS

Section 10.1 Administration. The Plan shall be administered by the Committee. The Committee may prescribe, amend and rescind rules and regulations relating to the administration of the Plan and make all other determinations necessary or advisable for the administration and interpretation of the Plan. Any authority exercised by the Committee under the Plan shall be exercised by the Committee in its sole discretion. Determinations, interpretations, or other actions made or taken by the Committee under the Plan shall be final, binding, and conclusive for all purposes and upon all persons.

Section 10.2 Delegation by the Committee. Any or all of the powers, duties, and responsibilities of the Administrator hereunder may be delegated by the Committee to, and thereafter exercised by, one or more officers or other persons designated by the Administrator so long as such delegation complies with the requirements of the Delaware General Corporation Law (“DGCL”), including but not limited to DGCL Sections 152 and 157, and any determination, interpretation, or other action taken by such designee that complies with the requirements of the DGCL, including, but not limited to DGCL Sections 152 and 157, shall have the same effect hereunder as if made or taken by the Committee. Notwithstanding the foregoing, only the Committee shall have the power to determine the Purchase Price for any Offering Period and to determine any other matter required by the DGCL to be determined by the Board, in which case, any reference to “Administrator” shall mean only the Board or Committee.

Section 10.3 Tax Withholding. The Company shall have the power to withhold from Contributions credited to the Participant’s account or from other compensation payable to the Participant, or to require the Participant to remit to the Company, an amount in cash sufficient to satisfy all U.S. federal, state, local, and any non-U.S. withholding tax or other governmental tax, charge or fee requirements in respect of any payment under the Plan.

Section 10.4 At-Will Employment. Nothing in the Plan shall confer upon any Participant any right to continue in the employ of the Company or any of its Subsidiaries or shall interfere with or restrict in any way the rights of the Company and any of its Subsidiaries, which are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause.

Section 10.5 Unfunded Plan; Plan Not Subject to ERISA; Code Section 423. The Plan is an unfunded plan and Participants shall have the status of unsecured creditors of the Company. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended. The plan is intended to qualify as an “employee stock purchase plan” under Code Section 423. Any provision of the Plan that is inconsistent with Section 423 of the Code shall be reformed to comply with Section 423 of the Code. All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose and the Company shall not be obligated to segregate such payroll deductions.

 

12


Section 10.6 Freedom of Action. Nothing in the Plan shall be construed as limiting or preventing the Company or any of its Affiliates from taking any action that it deems appropriate or in its best interest (as determined in its sole and absolute discretion) and no Participant (or person claiming by or through a Participant) shall have any right relating to the diminishment in the value of any account or any associated return as a result of any such action. The foregoing shall not constitute a waiver by a Participant of the terms and provisions of the Plan.

Section 10.7 Term of Plan. The Plan shall be effective upon the Effective Date. The Plan shall terminate on the earlier of (i) the tenth anniversary of the Effective Date, (ii) the termination of the Plan pursuant to Section 10.8 or (iii) the date on which no more Shares are available for issuance under the Plan. Upon termination of the Plan, all funds accumulated in a Participant’s account shall be paid to such Participant in a lump sum as soon as reasonably practicable without any interest thereon, and all Share Purchase Rights shall automatically terminate.

Section 10.8 Amendment or Termination. The Board or the Committee, in its sole discretion, may amend, suspend, discontinue or terminate the Plan at any time, provided that if the Plan is amended in a manner that is considered the adoption of a new plan pursuant to Section 423 of the Code, including (i) an increase in the aggregate number of Shares that may be issued under the Plan pursuant to Section 3.1 (other than an increase merely reflecting a change in the number of outstanding Shares pursuant to Section 3.2), (ii) a change in the granting Company or the stock available for purchase under the Plan or (iii) a change in the designation of corporations whose Employees may be offered Share Purchase Rights under the Plan, the shareholders of the Company must reapprove the Plan as if such action were the adoption of a new plan within the time prescribed under Section 423 of the Code. . Upon such termination, all funds accumulated in a Participant’s account at such time shall be paid to such Participant in a lump sum as soon as reasonably practicable without any interest thereon, and all Share Purchase Rights shall automatically terminate.

Section 10.9 Severability. In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.

 

13


Section 10.10 Assignment. Except as otherwise provided in this Section 10.10, this Plan shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors, and assigns. Neither this Plan nor any right or interest hereunder shall be assignable by the Participant, his beneficiaries, or legal representatives; provided that nothing in this Section 10.10 shall preclude the Participant from designating a beneficiary to receive any benefit payable hereunder upon his death, or the executors, administrators, or other legal representatives of the Participant or his estate from assigning any rights hereunder to the person or persons entitled thereunto. This Plan shall be assignable by the Company to a Subsidiary or Affiliate of the Company; to any corporation, partnership, or other entity that may be organized by the Company, its general partners, as a separate business unit in connection with the business activities of the Company; or to any corporation, partnership, or other entity resulting from the reorganization, merger, or consolidation of the Company with any other corporation, partnership, or other entity, or any corporation, partnership, or other entity to or with which all or any portion of the Company’s business or assets may be sold, exchanged, or transferred, in each case to the extent permitted under Section 423 of the Code.

Section 10.11 Non-Transferability of Rights. Unless otherwise agreed to in writing by the Administrator, no rights or interests hereunder or part thereof shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this Section 10.11 shall prevent transfers by will or by the applicable laws of descent and distribution.

Section 10.12 Headings. The Section headings appearing in this Plan are used for convenience of reference only and shall not be considered a part of this Plan or in any way modify, amend, or affect the meaning of any of its provisions.

Section 10.13 Rules of Construction. Whenever the context so requires, the use of the masculine gender shall be deemed to include the feminine and vice versa, and the use of the singular shall be deemed to include the plural and vice versa. The fact that this Plan was drafted by the Company shall not be taken into account in interpreting or construing any provision of this Plan.

Section 10.14 Governing Law and Venue. To the extent not preempted by federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction. Any and all claims and disputes of any kind whatsoever arising out of or relating to this Plan shall only be brought in the Delaware Chancery Court. By participating in the Plan, the Participant and all persons or entities claiming through the Participant hereby waive any objection which they may now have

 

14


or may hereafter have to the foregoing choice of venue and further irrevocably submits to the exclusive jurisdiction of the Delaware Chancery Court in any such claim or dispute. In the event that the Delaware Chancery Court determines that it cannot or will not exercise subject matter jurisdiction over such dispute, then the 21st Judicial Circuit Court of St. Louis County, State of Missouri, shall have exclusive jurisdiction and venue over any such claim or dispute.

Section 10.15 Conformity to Securities Laws. The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated under any of the foregoing, to the extent the Company, any of its Subsidiaries or any Participant is subject to the provisions thereof. Notwithstanding anything herein to the contrary, the Plan shall be administered only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 10.16 Tax Reporting Information; Notice of Disqualifying Dispositions. At the Company’s request, Participants will be required to provide the Company and any Affiliates with any information reasonably required for tax reporting purposes. Each Participant shall give the Company prompt written notice of any disposition or other transfer of shares of Common Stock acquired pursuant to this Plan, if such disposition or transfer is made within two years after the Offer Date or within one year after the Acquisition Date.

Section 10.17 Participant Acknowledgment. By electing to participate in an Offering Period, Participants acknowledge and agree that (i) Participants may be required to hold Shares during any holding periods to which such Shares are subject; (ii) the Shares acquired under the Plan may lose some or all of their value in the future; and (iii) Participants are able to afford to bear the economic risk of holding the Shares for any holding period and of any loss in value of the Shares.

Section 10.18 Limitation Period For Claims. Any Participant or Person who believes such Participant or Person is being denied any benefit or right under the Plan may file a written claim with the Committee. Any claim must be delivered to the Committee within forty-five (45) calendar days of the later of the date of purchase of the Shares or the specific event giving rise to the claim. The Committee will notify such Participant or Person of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee in writing within one hundred twenty (120) calendar days of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s decision is final and conclusive and binding on all Participants and Persons. No lawsuit relating to the Plan may be filed before a written claim is filed with the Committee and is denied or deemed denied and any lawsuit must be filed, in accordance with the venue provisions of Section 10.14, within one year of such denial or deemed denial or be forever barred.

 

15


Section 10.19 Code Section 409A. This Plan is intended to be administered in a manner that results in all payments being exempt from or paid in a manner consistent with the requirements of Code Section 409A. In no event shall the Company have any liability to any person in the event Code Section 409A applies to any payment in a manner that results in adverse tax consequences for a Participant.

Section 10.20 Equal Rights and Privileges. All eligible Employees granted a Share Purchase Right under this Plan that is intended to meet the requirements of Section 423 of the Code shall have equal rights and privileges with respect to this Plan or within any separate offering under the Plan so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations (it being understood that Non-U.S. Awards may be treated differently to the extent permitted by Section 423 of the Code). Any provision of this Plan which is inconsistent with Section 423 or any successor provision of the Code, without further act or amendment by the Company or the Administrator shall be reformed to comply with the requirements of Section 423. This 20shall take precedence over all other provisions in this Plan.

Section 10.21 Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board.

 

16

GRAPHIC 12 g70382dsp074.jpg GRAPHIC begin 644 g70382dsp074.jpg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�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͕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b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end GRAPHIC 13 g70382g0708223301164.jpg GRAPHIC begin 644 g70382g0708223301164.jpg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�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end