AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of April 23, 2002, among Core-Mark International, Inc., a Delaware corporation (the "Company"), Fleming Companies, Inc., an Oklahoma corporation ("Buyer"), Platform...Agreement and Plan of Merger • April 25th, 2002 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • California
STOCKHOLDERS AGREEMENTStockholders Agreement • October 16th, 1996 • Core Mark International Inc • Delaware
PURCHASE AGREEMENTCore Mark International Inc • October 16th, 1996 • New York
PURCHASE AGREEMENT AMONGPurchase Agreement • February 18th, 1997 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • California
120,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among CORE-MARK INTERNATIONAL, INC., The Several Lenders from Time to Time Parties Hereto and THE CHASE MANHATTAN BANK, as Administrative Agent Dated as of April 1, 1998 TABLE OF CONTENTSCredit Agreement • August 14th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
BY AND BETWEEN CORE-MARK L.L.C. ANDStock Purchase Agreement • October 16th, 1996 • Core Mark International Inc • New York
INDENTURECore Mark International Inc • October 16th, 1996 • New York
ARTICLE I. EXCLUSIVE MANUFACTURING RIGHTSAgreement • November 7th, 1996 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
AMENDMENT NO. 1 TOTrademark License Agreement • March 20th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
AMENDMENT NO. 1 TOManufacturing Agreement • March 20th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
CREDIT AGREEMENT among CORE-MARK INTERNATIONAL, INC., The Several Lenders from Time to Time Parties Hereto and THE CHASE MANHATTAN BANK, as Administrative Agent Dated as of August 7, 1996Credit Agreement • October 16th, 1996 • Core Mark International Inc • New York
W I T N E S S E T H:Stock Pledge Agreement • August 14th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
SEVERANCE AND NON-COMPETITION AGREEMENTSeverance and Non-Competition Agreement • October 16th, 1996 • Core Mark International Inc • Delaware
ANDReceivables Sale and Contribution Agreement • August 14th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
ARTICLE VII REPRESENTATIONS AND WARRANTIES, COVENANTSPooling Agreement • August 14th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
CM CAPITAL CORPORATION, as Company, CORE-MARK INTERNATIONAL, INC., as Servicer, SUBSIDIARIES OF CORE-MARK INTERNATIONAL, INC., NAMED HEREIN, as Sub-Servicers and THE CHASE MANHATTAN BANK, as Trustee --------------- SERVICING AGREEMENT Dated as of...Servicing Agreement • August 14th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
AMENDED AND RESTATED SECURITY AGREEMENT among CORE-MARK INTERNATIONAL, INC., C/M PRODUCTS, INC., CORE-MARK INTERRELATED COMPANIES, INC. and CORE-MARK MIDCONTINENT, INC. in favor of THE CHASE MANHATTAN BANK, as Administrative Agent April 1, 1998...Security Agreement • August 14th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
to POOLING AGREEMENTExecution Copy • August 14th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
CM CAPITAL CORPORATION, as Company, CORE-MARK INTERNATIONAL, INC., as Servicer, and THE CHASE MANHATTAN BANK, as Trustee on behalf of the Holders CORE-MARK RECEIVABLES MASTER TRUST POOLING AGREEMENT Dated as of April 1, 1998 ----------...Pooling Agreement • August 14th, 1998 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • New York
Exhibit 4.2 CORE-MARK INTERNATIONAL, INC. 11-3/8% SENIOR SUBORDINATED NOTES DUE 2003 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • October 16th, 1996 • Core Mark International Inc • New York
Exhibit 10.9.1 INDEMNIFICATION AGREEMENT AGREEMENT made this 12th day of November, 1996 by and between Core-Mark International, Inc., a Delaware corporation (the "Company"), and John F. Klein (the "Indemnitee"). WHEREAS, it is essential to the Company...Indemnification Agreement • December 5th, 1996 • Core Mark International Inc • Wholesale-miscellaneous nondurable goods • Delaware
LETTERHEAD] JUPITER PARTNERS LP August 7, 1996 Mr. Gary L. Walsh Chairman and Chief Executive Officer Core-Mark International, Inc. 395 Oyster Point Blvd., Suite 415 South San Francisco, CA 94080 Dear Gary: In connection with the transaction...Core Mark International Inc • October 16th, 1996
In connection with the transaction contemplated between Core-Mark International, Inc. ("Core-Mark") and Jupiter Partners L.P. ("Jupiter"), Core-Mark, Jupiter and management stockholders have agreed to certain call rights with respect to your shares as provided in the Stockholders Agreement dated as of August 7, 1996 (the "Stockholders Agreement").
BY AND BETWEENStock Subscription Agreement • October 16th, 1996 • Core Mark International Inc • New York
Exhibit 10.9.2 1. Indemnification Agreement, dated October 30, 1996, between the Company and Gary L. Walsh. 2. Indemnification Agreement, dated October 30, 1996, between the Company and Robert A. Allen. 3. Indemnification Agreement, dated October 30,...Core Mark International Inc • December 5th, 1996 • Wholesale-miscellaneous nondurable goods
PRELIMINARY STATEMENTSCore Mark International Inc • March 20th, 1998 • Wholesale-miscellaneous nondurable goods • New York
EXHIBIT 10.6.2 1. Severance and Noncompetition Agreement, dated August 7, 1996, between the Company and Robert A. Allen 2. Severance and Noncompetition Agreement, dated August 7, 1996, between the Company and Leo Granucci 3. Severance and...Core Mark International Inc • October 16th, 1996
