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.
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.
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).
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.
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
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”).
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 (“Opco”), Core & Main, Inc., a Delaware corporation (the “Company”), as successor in interest to CD&R Plumb Buyer, LLC (“CD&R Plumb Buyer”), and CD&R WW, LLC, a Delaware limited liability company (“CD&R WW”), as successor in interest to Core & Main GP, LLC (f/k/a HD Supply Waterworks Group, LLC), a Delaware limited liability company (“Core & Main GP”).
