CNM · Core & Main, Inc.

This amendment materially reshapes Core & Main’s near- to medium-term debt profile by extending the maturity of its $1.25 billion ABL facility by five years — from its prior maturity (not explicitly stated but implied to be April 9, 2026) to April 9, 2031 — thereby enhancing liquidity runway and reducing near-term refinancing risk. However, the extension is conditional: if certain other indebtedness remains outstanding on the date that is 91 days prior to April 9, 2031, the ABL commitments mature on that earlier date — a structural feature that introduces contingent maturity risk tied to the company’s broader capital structure management. The replacement of Citibank with Wells Fargo as administrative and collateral agent signals a strategic shift in banking relationships and may reflect evolving service expectations or cost considerations; the transition was executed via formal resignation and appointment mechanisms under Section 10.9 of the agreement, supported by a separate Agency Transfer Agreement. Lender composition also changed: non-consenting lenders were replaced, and commitments were reallocated pro rata among consenting lenders per Annex II, ensuring continuity of funding capacity without disruption to borrowing availability. Collectively, these changes strengthen financial flexibility while embedding new governance and contingency provisions — a high-materiality event for credit investors assessing leverage sustainability, covenant compliance, and counterparty risk.