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 ofTax Receivable Agreement • July 9th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
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.
FIRST AMENDMENTFirst Amendment • July 9th, 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 TAX RECEIVABLE AGREEMENT among CORE & MAIN, INC., CORE & MAIN HOLDINGS, LP and EACH STOCKHOLDER OF CORE & MAIN, INC. LISTED ON ANNEX A Dated as ofTax Receivable Agreement • July 9th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
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.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORE & MAIN HOLDINGS, LP Dated as of [•], 2021Core & Main, Inc. • July 9th, 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, 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 re
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”).
