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.”
AMENDMENT NO. 3, dated as of [•], 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 13th, 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
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • July 13th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This MASTER REORGANIZATION AGREEMENT (this “Agreement”) is entered into on this [•th] day of [•] 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 limited partnership (“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 partners
