EX-4.2.1






 Exhibit 4.2.1 

CD&R WATERWORKS MERGER SUB, LLC 

as Issuer 
 and 

the Subsidiary Guarantors from time to time party to the Indenture 

and 
 WILMINGTON TRUST, NATIONAL
ASSOCIATION 
 as Trustee 
  

 
 FIRST
SUPPLEMENTAL INDENTURE 
 DATED AS OF AUGUST 1, 2017 
  

 
 6.125% Senior
Notes Due 2025 

  
 1 














 FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 2017 (this “Supplemental
Indenture”), among CD&R WATERWORKS MERGER SUB, LLC (the “Company”), as issuer, the Subsidiary Guarantors from time to time party to the Indenture referred to below and Wilmington Trust, National Association, a national
banking association, as Trustee under the Indenture referred to below. 
 W I T N E S S E T H: 

WHEREAS, the Company and the Trustee are party to an Indenture, dated as of August 1, 2017 (as amended, supplemented, waived or otherwise
modified, the “Indenture”), relating to the issuance from time to time by the Company of Notes; 
 WHEREAS,
Section 901(8) of the Indenture provides that the Company may provide for the issuance of Notes of any series as permitted by Section 301 therein; 

WHEREAS, in connection with the issuance of the 2025-A Notes (as defined herein), the Company has duly
authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the 2025-A Notes as hereinafter described; and 

WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture
to amend the Indenture, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section
hereof. 
 2. Title of Notes. There shall be a series of Notes of the Company designated the “6.125% Senior Notes due 2025”
(the “2025-A Notes”). 
 3. Maturity Date. The final Stated Maturity of the 2025-A Notes shall be August 15, 2025. 

  
 2 














 4. Interest and Interest Rates. Interest on the Outstanding principal amount of 2025-A Notes will accrue at the rate of 6.125% per annum and will be payable semi-annually in arrears on August 15 and February 15 in each year, commencing on February 15, 2018, to holders of record on the
immediately preceding August 1 and February 1, respectively (each such August 1 and February 1, a “Regular Record Date”). Interest on the 2025-A Notes will accrue from the
most recent date to which interest has been paid or provided for or, if no interest has been paid, from August 1, 2017, except that interest on any Additional 2025-A Notes (as defined below) issued on or
after the first Interest Payment Date will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional
2025-A Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional 2025-A Notes (or if the date of issuance of such Additional 2025-A Notes is an Interest Payment Date, from such date of issuance); provided that if any 2025-A Note issued in exchange therefor are surrendered for exchange on or
after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date. 

5. No Limitation on Aggregate Principal Amount. The aggregate principal amount of 2025-A Notes
that may be authenticated and delivered and Outstanding under the Indenture is not limited. The aggregate principal amount of the 2025-A Notes issued hereunder and under the Indenture shall initially be
$500.0 million. Subject to Section 407 of the Indenture, the Company may from time to time, without the consent of the Holders, create and issue Additional Notes having the same terms and conditions as the
2025-A Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional Notes
issued in this manner will be consolidated with, and will form a single series with, the 2025-A Notes (any such Additional Notes, “Additional 2025-A
Notes”), unless otherwise specified for Additional Notes in an applicable Notes Supplemental Indenture, or otherwise designated by the Company, as contemplated by Section 301 of the Indenture. 

6. Redemption. The Notes will be redeemable, at the Company’s option, at any time prior to maturity in accordance with the
provisions of this Section 6. 
 (a) The 2025-A Notes will be redeemable,
at the Company’s option, in whole or in part, at any time and from time to time on and after August 15, 2020 and prior to maturity at the applicable redemption price set forth below. The 2025-A Notes
will be so redeemable at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to but not including the relevant Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture), if redeemed during the
12-month period commencing on August 15 of the years set forth below: 

  
 3 















					
	 Redemption Period
	  	Price	 
	 2020
	  	 	103.063	% 
	 2021
	  	 	101.531	% 
	 2022 and thereafter
	  	 	100.000	% 

 (b) In addition, at any time and from time to time prior to August 15, 2020, the Company at its option
may redeem 2025-A Notes in an aggregate principal amount equal to up to 40.0% of the original aggregate principal amount of the Notes (including the principal amount of any Additional 2025-A Notes, or any other Additional Notes of the same series as the 2025-A Notes), with funds in an equal aggregate amount (the “Redemption Amount”) not
exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 106.125%, plus accrued and unpaid interest, if any, to but not including the Redemption Date (subject
to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture); provided,
however, that an aggregate principal amount of 2025-A Notes equal to at least 50.0% of the original aggregate principal amount of 2025-A Notes (including the
principal amount of any Additional 2025-A Notes, or any other Additional Notes of the same series as the 2025-A Notes) must remain outstanding immediately after each
such redemption of Notes. Any amount payable pursuant to this Section 6(b) may be funded from any source (including amounts in excess of the Redemption Amount). Any notice of any such redemption may be given prior to the
completion of the related Equity Offering, but in no event may be given more than 180 days after the completion of the related Equity Offering. 

(c) At any time prior to August 15, 2020, 2025-A Notes may also be redeemed in whole or in part,
at the Company’s option, at a price (the “Redemption Price”) equal to 100.0% of the principal amount thereof plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest, if any, to but not including
the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the
Indenture). 
 “Applicable Premium” means, with respect to a 2025-A Note at any
Redemption Date, the greater of (i) 1.00% of the principal amount of such 2025-A Note and (ii) the excess of (A) the present value at such Redemption Date, calculated as of
the date of the applicable redemption notice, of (1) the redemption price of such 2025-A Note on August 15, 2020 (such redemption price being that described in
Section 6(a)), plus (2) all required remaining scheduled interest payments due on such 2025-A Note through such date (excluding accrued and unpaid interest to the
Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such 2025-A Note on such Redemption Date. Calculation of the
Applicable Premium will be made by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a duty or obligation of the Trustee. 

  
 4 














 “Treasury Rate” means, with respect to a Redemption Date, the weekly
average yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at
least two Business Days prior to the date of the applicable redemption notice (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date
to August 15, 2020; provided, however, that if the period from the Redemption Date to such date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury
Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that
if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 

(d) Notwithstanding clauses (a), (b) and (c) of this Section 6, in connection with any tender for all of any
series of the 2025-A Notes (including pursuant to an Offer), if Holders of not less than 90.0% in the aggregate principal amount of the outstanding 2025-A Notes of such
series (including the principal amount of any Additional 2025-A Notes, or any other Additional Notes of the same series as the 2025-A Notes) validly tender and do not
withdraw such Notes in such tender offer and the Company, or any other Person making such tender offer, purchases all of the 2025-A Notes of such series (including any Additional
2025-A Notes, or any other Additional Notes of the same series as the 2025-A Notes) validly tendered and not withdrawn by such Holders, the Company will have the right,
upon notice given not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the 2025-A Notes (including any Additional 2025-A Notes,
or any other Additional Notes of the same series as the 2025-A Notes) of such series that remain outstanding following such purchase at a price in cash equal to the price offered to each Holder in such tender
offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date falling prior to or on the Redemption Date). 
 (e) Any redemption of Notes pursuant to this
Section 6 may be made upon notice sent electronically to each Holder’s registered address in accordance with Section 1005 of the Indenture, and, if applicable, the Company should notify the Trustee of such
redemption date, and the principal amount of Notes to be redeemed in accordance with Section 1003 of the Indenture. The Company may provide in any redemption notice that payment of the redemption price and the performance of the Company’s
obligations with respect to such redemption may be performed by another Person. 

  
 5 














 (f) Any redemption of Notes pursuant to this Section 6 (including
in connection with an Equity Offering, a Change of Control, other transaction or event or otherwise) or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or, waiver by the Company in its sole discretion) of one or
more conditions precedent, which may include consummation of any related Equity Offering or the completion or occurrence of a Change of Control, Asset Disposition or other transaction or event, as the case may be. If such redemption or notice is
subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company
in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the
Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed. The Company, the CD&R Investors and their respective Affiliates may acquire the Notes whether by tender offer, open market purchases, negotiated
transactions or otherwise. 
 7. [Reserved]. 

8. Form. The 2025-A Notes shall be issued substantially in the form set forth, or referenced,
in Article II of the Indenture, and either Exhibit A or B attached to the Indenture, in each case as provided for in Section 201 of the Indenture (as such form may be modified in accordance with Section 301 of the Indenture). 

9. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE. 
 10. Ratification of Indenture;
Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture. 

  
 6 














 11. Counterparts. The parties hereto may sign one or more copies of this Supplemental
Indenture in counterparts, all of which together shall constitute one and the same agreement. 
 12. Headings. The section headings
herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

  
 7 














 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	CD&R WATERWORKS MERGER SUB, LLC
		
	By:	 	/s/ Theresa A. Gore
		 	Name: Theresa A. Gore
		 	Title: Vice President and Secretary


 [Signature Page to Waterworks First Supplemental Indenture] 













 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Joseph P. O’Donnell
		 	Name: Joseph P. O’Donnell
		 	Title: Vice President


 [Signature Page to Waterworks First Supplemental Indenture]