Core & Main, Inc. [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 3rd, 2022 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
Certain stockholders of Core & Main, Inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated herein, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). In addition, the Selling Stockholders propose severally, subject to the terms and conditions stated herein, to sell, at the option of the Underwriters, up to [•] additional shares of the Class A Common Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares.”
Core & Main, Inc. [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • July 13th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
Core & Main, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to [•] additional shares of the Class A Common Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
Core & Main, Inc. 17,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 10th, 2024 • Core & Main, Inc. • Wholesale-durable goods, nec
Certain stockholders of Core & Main, Inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated herein, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters” and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis), for whom J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives” and to the extent there is only a single representative, the term “Representatives” shall be deemed to refer to a single Representative, mutatis mutandis), an aggregate of 17,000,000 shares (the “Firm Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). In addition, the Selling Stockholders propose severally, subject to the terms and conditions stated herein, to sell, at the op
CD&R WATERWORKS MERGER SUB, LLC as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF AUGUST 1, 2017 PROVIDING FOR ISSUANCE OF NOTES IN SERIESCore & Main, Inc. • May 21st, 2021 • Wholesale-durable goods, nec • New York
INDENTURE, dated as of August 1, 2017 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among CD&R Waterworks Merger Sub, LLC, a limited liability company organized under the laws of the State of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National Association, a national banking association, as Trustee.
19,782,087 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 25th, 2024 • Core & Main, Inc. • Wholesale-durable goods, nec
Certain stockholders of Core & Main, Inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated herein, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters” and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis), for whom J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives” and to the extent there is only a single representative, the term “Representatives” shall be deemed to refer to a single Representative, mutatis mutandis), an aggregate of 19,782,087 shares (the “Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”).
AMENDMENT NO. 5, dated as of February 9, 2024 (this “Fifth Amendment”), among CORE & MAIN LP (the “Parent Borrower”), the several banks and financial institutions party hereto and CITIBANK, N.A. (“Citi”), as Administrative Agent and Collateral Agent....Credit Agreement • February 13th, 2024 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
ABL 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 “Parent Borrower”), the Subsidiary Borrowers from time to time party hereto (together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”) and CITIBANK, N.A., as swingline lender (in such capacity, the “Swingline Lender”), as an issuing lender (in such capacity, an “Issuing Lender”), 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 Parti
SECOND AMENDMENTCredit Agreement • March 28th, 2023 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
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).
REGISTRATION RIGHTS AGREEMENT of CORE & MAIN, INC. Dated as of July 27, 2021Registration Rights Agreement • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 27, 2021, by and among Core & Main, Inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Waterworks Holdings, LLC, a Delaware limited liability company, 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 (in each case together with any successor in interest thereto, the “CD&R Investors”), any Person who executes a Joinder Agreement in the form of Exhibit A hereto and any Person who becomes a party hereto pursuant to Section 9(d). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
Employment AgreementEmployment Agreement • May 21st, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Missouri
This Employment Agreement (this “Agreement”) is made effective as of February 9, 2018 (the “Effective Date”), by and between Core & Main LP (“C&M” or “Company”), of 1830 Craig Park Court, Maryland Heights, Missouri, 63146 and Laura Schneider.
PURCHASE AND REDEMPTION AGREEMENTby and amongCORE & MAIN, INC., CORE & MAIN HOLDINGS, LP, CD&R FUND X ADVISOR WATERWORKS B, L.P., CD&R FUND X WATERWORKS B1, L.P., CD&R FUND X-A WATERWORKS B, L.P. AND CD&R WATERWORKS HOLDINGS, LLCPurchase and Redemption Agreement • March 19th, 2024 • Core & Main, Inc. • Wholesale-durable goods, nec
This PURCHASE AND REDEMPTION AGREEMENT, dated as of December 5, 2023 (this “Agreement”), is made by and among Core & Main, Inc., a Delaware corporation (the “Company”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X Advisor”), CD&R Fund X Waterworks B1, L.P., a Cayman Islands exempted limited partnership (“Fund X Waterworks B1”), CD&R Fund X-A Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X-A,” and collectively with Fund X Advisor and Fund X Waterworks B1, the “Class A Selling Stockholders”) and CD&R Waterworks Holdings, LLC, a Delaware limited liability company (the “Paired Interest Selling Stockholder,” and collectively with the Class A Selling Stockholders, the “Selling Stockholders”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 6.1.
Form of Participant Restricted Stock Unit AgreementParticipant Restricted Stock Unit Agreement • December 13th, 2022 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This Participant Restricted Stock Unit Agreement (the “Agreement”), by and between Core & Main, Inc., a Delaware corporation (the “Company”), and the Participant whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Participant in accordance with Section 6(q). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This MASTER REORGANIZATION AGREEMENT (this “Agreement”) is entered into on this 22nd day of July 2021, by and among each of the following entities (each, a “Party,” and collectively, the “Parties”): CD&R Associates X Waterworks, L.P., a Cayman Islands exempted limited partnership (“CD&R Associates X Waterworks”), CD&R Waterworks Holdings GP, Ltd., a Cayman Islands exempted company (“CD&R Waterworks Holdings GP”), CD&R WW Holdings, L.P., a Delaware limited partnership (“CD&R WW Holdings LP”), CD&R Waterworks Holdings, L.P., a Delaware limited partnership (“CD&R Waterworks Holdings”), CD&R Waterworks Holdings, LLC, a Delaware limited liability company (“CD&R Waterworks LLC”), Core & Main Management Feeder, LLC, a Delaware limited liability company (“C&M Management Feeder”), Core & Main GP, LLC, a Delaware limited liability company (“C&M GP”), CD&R Plumb Buyer, LLC, a Delaware limited liability company (“CD&R Plumb Buyer”), Core & Main Holdings, LP, a Delaware limited partnership (“C&M Ho
STOCKHOLDERS AGREEMENT of CORE & MAIN, INC. Dated as of July 22, 2021Stockholders Agreement • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This STOCKHOLDERS AGREEMENT is entered into as of July 22, 2021, by and among Core & Main, Inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Waterworks Holdings, LLC, a Delaware limited liability company, 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 (in each case together with any successor in interest thereto, the “CD&R Investors”), and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
PURCHASE AND REDEMPTION AGREEMENT by and among CORE & MAIN, INC., CORE & MAIN HOLDINGS, LP, CD&R FUND X ADVISOR WATERWORKS B, L.P., CD&R FUND X WATERWORKS B1, L.P., CD&R FUND X-A WATERWORKS B, L.P. AND CD&R WATERWORKS HOLDINGS, LLC Dated as of...Purchase and Redemption Agreement • November 9th, 2023 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This PURCHASE AND REDEMPTION AGREEMENT, dated as of November 5, 2023 (this “Agreement”), is made by and among Core & Main, Inc., a Delaware corporation (the “Company”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X Advisor”), CD&R Fund X Waterworks B1, L.P., a Cayman Islands exempted limited partnership (“Fund X Waterworks B1”), CD&R Fund X-A Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X-A,” and collectively with Fund X Advisor and Fund X Waterworks B1, the “Class A Selling Stockholders”) and CD&R Waterworks Holdings, LLC, a Delaware limited liability company (the “Paired Interest Selling Stockholder,” and collectively with the Class A Selling Stockholders, the “Selling Stockholders”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 6.1.
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 July 22, 2021Tax Receivable Agreement • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of July 22, 2021 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.
FIRST AMENDMENTFirst Amendment • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
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).
Form of Participant Stock Option AgreementParticipant Stock Option Agreement • December 13th, 2022 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This Participant Stock Option Agreement (the “Agreement”), by and between Core & Main, Inc., a Delaware corporation (the “Company”), and the Participant whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Participant in accordance with Section 7(o). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
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 July 22, 2021Tax Receivable Agreement • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of July 22, 2021 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.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORE & MAIN HOLDINGS, LP Dated as of July 22, 2021Core & Main, Inc. • July 28th, 2021 • Wholesale-durable goods, nec • Delaware
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, LLC, a Delaware limited liability company (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 hereinaft
TERMINATION AGREEMENTTermination Agreement • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of July 27, 2021, by and between Core & Main LP (f/k/a HD Supply Waterworks, Ltd.), a Florida limited partnership, and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company.
CORE & MAIN HOLDINGS, LP as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF SEPTEMBER 16, 2019 PROVIDING FOR ISSUANCE OF NOTES IN SERIESCore & Main, Inc. • May 21st, 2021 • Wholesale-durable goods, nec • New York
INDENTURE, dated as of September 16, 2019 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among Core & Main Holdings, LP, a limited partnership organized under the laws of the State of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto and Wilmington Trust, National Association, a national banking association, as Trustee.
FORM OF EXCHANGE AGREEMENTJoinder Agreement • July 9th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
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”).
AMENDMENT TO THE EXCHANGE AGREEMENTThe Exchange Agreement • January 3rd, 2022 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This AMENDMENT TO THE EXCHANGE AGREEMENT (this “Amendment”), dated as of January 3, 2022, 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 (collectively, the “Parties”) (unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings assigned to such terms in the Agreement);
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 6th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
Indemnification Agreement (this “Agreement”), dated as of [•], by and among Core & Main, Inc., a Delaware corporation (“Topco”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and Core & Main LP, a Florida limited partnership (“Opco” and, together with Topco and Holdings, the “Companies”, and each, a “Company”) and [•] (“Indemnitee”).
AMENDMENT NO. 2 AND WAIVER TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORE & MAIN HOLDINGS, LPCore & Main, Inc. • March 28th, 2023 • Wholesale-durable goods, nec
THIS AMENDMENT NO. 2 AND WAIVER, dated as of March 27, 2023 (this “Amendment”), to the A&R Agreement (as defined below, and as amended by this Amendment, the “Agreement”) of Core & Main Holdings, LP, a Delaware limited partnership (them partner (in such capacity, the “General Partner”) and a limited partner, CD&R Waterworks Holdings, LLC, a Delaware limited liability company (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. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the A&R Agreement.
THIRD AMENDMENTThird Amendment • February 13th, 2024 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
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).
AMENDMENT NO. 1 TO THE PURCHASE AND REDEMPTION AGREEMENTPurchase and Redemption Agreement • March 19th, 2024 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This AMENDMENT NO. 1 TO THE PURCHASE AND REDEMPTION AGREEMENT (this “Amendment”), dated as of December 6, 2023, is made by and among Core & Main, Inc., a Delaware corporation (the “Company”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X Advisor”), CD&R Fund X Waterworks B1, L.P., a Cayman Islands exempted limited partnership (“Fund X Waterworks B1”), CD&R Fund X-A Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X-A,” and collectively with Fund X Advisor and Fund X Waterworks B1, the “Class A Selling Stockholders”) and CD&R Waterworks Holdings, LLC, a Delaware limited liability company (the “Paired Interest Selling Stockholder,” and collectively with the Class A Selling Stockholders, the “Selling Stockholders”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of the Purchase and Redemption Agreement, da
AMENDMENT NO. 3, dated as of July 27, 2021 (this “Third Amendment”), among CORE & MAIN LP (the “Parent Borrower”), the several banks and financial institutions party hereto and CITIBANK, N.A. (“Citi”), as Administrative Agent and Collateral Agent....Abl Credit Agreement • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
ABL 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 “Parent Borrower”), the Subsidiary Borrowers from time to time party hereto (together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”) and CITIBANK, N.A., as swingline lender (in such capacity, the “Swingline Lender”), as an issuing lender (in such capacity, an “Issuing Lender”), 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 Parti
CD&R Waterworks Board CompensationCore & Main, Inc. • July 6th, 2021 • Wholesale-durable goods, nec
We are pleased that you have agreed to become a member of the Board of Directors (the “Board”) of HD Supply Waterworks, Ltd. (the “Partnership”). This letter sets forth our mutual agreement as to the compensation that you are entitled to be paid in that role.
EXCHANGE AGREEMENTExchange Agreement • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of July 22, 2021, 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”).
AMENDMENT NO. 2 AND WAIVER TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORE & MAIN HOLDINGS, LPCore & Main, Inc. • March 19th, 2024 • Wholesale-durable goods, nec
THIS AMENDMENT NO. 2 AND WAIVER, dated as of March 27, 2023 (this “Amendment”), to the A&R Agreement (as defined below, and as amended by this Amendment, the “Agreement”) of Core & Main Holdings, LP, a Delaware limited partnership (them partner (in such capacity, the “General Partner”) and a limited partner, CD&R Waterworks Holdings, LLC, a Delaware limited liability company (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. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the A&R Agreement.
Second Supplemental IndentureSecond Supplemental Indenture • May 21st, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 1, 2017 (this “Supplemental Indenture”), among HD Supply Waterworks, Ltd., a Florida limited partnership, as successor to the Predecessor Company (as defined below) (the “Successor Company”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
LENDER JOINDER AGREEMENTLender Joinder Agreement • May 21st, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
THIS LENDER JOINDER AGREEMENT, dated as of July 8, 2019 (this “Lender Joinder Agreement”), by and among JPMORGAN CHASE BANK, N.A. (in such capacity, the “Additional Commitment Lender”), CORE & MAIN LP (formerly known as HD Supply Waterworks, Ltd., a Florida limited partnership (as successor by merger to CD&R Waterworks Merger Sub, LLC, a Delaware limited liability company)) (the “Borrower”), a Florida limited partnership, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties. Unless otherwise defined herein or on Annex I hereto, terms defined in the Credit Agreement referred to below and used herein shall have the meanings given to them in the Credit Agreement.
ContractCore & Main, Inc. • May 21st, 2021 • Wholesale-durable goods, nec • New York
AMENDMENT NO. 1, dated as of July 8, 2019 (this “Amendment”), among CORE & MAIN LP (formerly known as HD Supply Waterworks, Ltd., a Florida limited partnership (as successor by merger to CD&R Waterworks Merger Sub, LLC, a Delaware limited liability company)) (the “Parent Borrower”), the Lenders and the Issuing Lenders party hereto and CITIBANK, N.A. (“Citi”), as Administrative Agent and Collateral Agent.
PURCHASE AND REDEMPTION AGREEMENT by and amongPurchase and Redemption Agreement • June 6th, 2023 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This PURCHASE AND REDEMPTION AGREEMENT, dated as of April 10, 2023 (this “Agreement”), is made by and among Core & Main, Inc., a Delaware corporation (the “Company”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X Advisor”), CD&R Fund X Waterworks B1, L.P., a Cayman Islands exempted limited partnership (“Fund X Waterworks B1”), CD&R Fund X-A Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X-A,” and collectively with Fund X Advisor and Fund X Waterworks B1, the “Class A Selling Stockholders”) and CD&R Waterworks Holdings, LLC, a Delaware limited liability company (the “Paired Interest Selling Stockholder,” and collectively with the Class A Selling Stockholders, the “Selling Stockholders”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 6.1.
