Core-Mark Holding Company, Inc. Sample Contracts

THIRD AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
Credit Agreement • February 5th, 2010 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT and FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”), dated as of February 2, 2010, is entered into by and among CORE-MARK HOLDING COMPANY, INC. (“Holdings”), CORE-MARK INTERNATIONAL, INC. (“International”), CORE-MARK HOLDINGS I, INC. (“Holdings I”), CORE-MARK HOLDINGS II, INC. (“Holdings II”), CORE-MARK HOLDINGS III, INC. (“Holdings III”), CORE-MARK MIDCONTINENT, INC. (“Midcontinent”), CORE-MARK INTERRELATED COMPANIES, INC. (“Interrelated”), HEAD DISTRIBUTING COMPANY (“Head”), MINTER-WEISMAN CO. (“Minter-Weisman”; each of Holdings, International, Holdings I, Holdings II, Holdings III, Midcontinent, Interrelated, Head and Minter-Weisman shall be a “Borrower”, International shall be the “Canadian Borrower” and collectively such entities shall be the “Borrowers”), the parties hereto as lenders (each individually, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in s

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RESTRICTED STOCK UNITS NON-EMPLOYEE DIRECTOR GRANT AGREEMENT
Restricted Stock Unit Award Agreement • February 26th, 2016 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

THIS AGREEMENT (the “Award Agreement”) is made effective as of _____________ (the “Date of Grant”) between Core-Mark Holding Company, Inc., a Delaware corporation (with any successor, the “Company”), and _____________ (the “Participant”).

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 8th, 2011 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 5, 2011, is entered into by and among CORE-MARK HOLDING COMPANY, INC. (“Holdings”), CORE-MARK INTERNATIONAL, INC. (“International”), CORE-MARK HOLDINGS I, INC. (“Holdings I”), CORE-MARK HOLDINGS II, INC. (“Holdings II”), CORE-MARK HOLDINGS III, INC. (“Holdings III”), CORE-MARK MIDCONTINENT, INC. (“Midcontinent”), CORE-MARK INTERRELATED COMPANIES, INC. (“Interrelated”), HEAD DISTRIBUTING COMPANY (“Head”), MINTER-WEISMAN CO. (“Minter-Weisman”; each of Holdings, International, Holdings I, Holdings II, Holdings III, Midcontinent, Interrelated, Head and Minter-Weisman shall be a “Borrower”, International shall be the “Canadian Borrower” and collectively such entities shall be the “Borrowers”), the parties hereto as lenders (each individually, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”), JPMORGAN CHASE BAN

SUBORDINATED SECURED GUARANTY AGREEMENT
Subordinated Secured Guaranty Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

This SUBORDINATED SECURED GUARANTY AGREEMENT (this “Guaranty”) is entered into as of August 20, 2004 by and between Core-Mark Holding Company, Inc., a Delaware corporation (the “Guarantor”), and the Reclamation Creditors’ Trust (the “RCT”) for the benefit of the holders of Allowed Class 3(B) TLV Reclamation Claims (the “Reclamation Claimants” and, collectively with the RCT, the “Guarantied Party”).

Core-Mark Holding Company, Inc. 2010 Long-Term Incentive Plan PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • September 5th, 2014 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

THIS AGREEMENT (the “Award Agreement”) is made effective as of __________ (the “Date of Grant”) between Core-Mark Holding Company, Inc., a Delaware corporation (with any successor, the “Company”), and _____________(the “Participant”).

Core-Mark Holding Company, Inc. 2010 Long-Term Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • September 5th, 2014 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

THIS AGREEMENT (the “Award Agreement”) is made effective as of _________ 2014 (the “Date of Grant”) between Core-Mark Holding Company, Inc., a Delaware corporation (with any successor, the “Company”), and ____________(the “Participant”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 7th, 2013 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT and SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”), dated as of May 30, 2013, is entered into by and among CORE-MARK HOLDING COMPANY, INC. (“Holdings”), CORE-MARK INTERNATIONAL, INC. (“International”), CORE-MARK HOLDINGS I, INC. (“Holdings I”), CORE-MARK HOLDINGS II, INC. (“Holdings II”), CORE-MARK HOLDINGS III, INC. (“Holdings III”), CORE-MARK MIDCONTINENT, INC. (“Midcontinent”), CORE-MARK INTERRELATED COMPANIES, INC. (“Interrelated”), HEAD DISTRIBUTING COMPANY (“Head”), FORREST CITY GROCERY CO. (“Forrest City”), MINTER-WEISMAN CO. (“Minter-Weisman”; each of Holdings, International, Holdings I, Holdings II, Holdings III, Midcontinent, Interrelated, Head, Forrest City, and Minter-Weisman shall be a “Borrower”, International shall be the “Canadian Borrower” and collectively such entities shall be the “Borrowers”), the parties hereto as lenders (each individually, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BA

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 18th, 2008 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 12, 2008, is entered into by and among CORE-MARK HOLDING COMPANY, INC. (“Holdings”), Core-Mark International, Inc. (“International”), CORE-MARK HOLDINGS I, INC. (“Holdings I”), CORE-MARK HOLDINGS II, INC. (“Holdings II”), CORE-MARK HOLDINGS III, INC. (“Holdings III”), CORE-MARK MIDCONTINENT, INC. (“Midcontinent”), CORE-MARK INTERRELATED COMPANIES, INC. (“Interrelated”), HEAD DISTRIBUTING COMPANY (“Head”), MINTER-WEISMAN CO. (“Minter-Weisman”; each of Holdings, International, Holdings I, Holdings II, Holdings III, Midcontinent, Interrelated, Head and Minter-Weisman shall be a “Borrower”, International shall be the “Canadian Borrower” and collectively such entities shall be the “Borrowers”), the parties hereto as lenders (each individually, a “Lender” and collectively, “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”).

CREDIT AGREEMENT dated as of October 12, 2005 among CORE-MARK HOLDING COMPANY, INC. CORE-MARK INTERNATIONAL, INC. CORE-MARK HOLDINGS I, INC. CORE-MARK HOLDINGS II, INC. CORE-MARK HOLDINGS III, INC. CORE-MARK MIDCONTINENT, INC. CORE-MARK INTERRELATED...
Credit Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

CREDIT AGREEMENT dated as of October 12, 2005 (as it may be amended or modified from time to time, this “Agreement”), among Core-Mark Holding Company, Inc. (“Holdings”), Core-Mark International, Inc. (“International”), Core-Mark Holdings I, Inc. (“Holdings I”), Core-Mark Holdings II, Inc. (“Holdings II”), Core-Mark Holdings III, Inc. (“Holdings III”), Core-Mark Midcontinent, Inc. (“Midcontinent”), Core-Mark Interrelated Companies, Inc. (“Interrelated”), Head Distributing Company (“Head”), Minter-Weisman Co. (“Minter-Weisman”; each of Holdings, International, Holdings I, Holdings II, Holdings III, Midcontinent, Interrelated, Head and Minter-Weisman shall be a “Borrower”, International shall be the “Canadian Borrower” and collectively such entities shall be the “Borrowers”), the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, General Electric Capital Corporation and Wachovia Capital Finance Corporation (Western), as Co-Syndication Agents, and Bank of America, N.

ASSET PURCHASE AGREEMENT among CORE-MARK HOLDING COMPANY, INC., CORE-MARK MIDCONTINENT, INC., and KLEIN CANDY CO. Dated as of June 6, 2006
Asset Purchase Agreement • June 8th, 2006 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Pennsylvania

This ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of June 6, 2006, is made by and among Core-Mark Holding Company, Inc., a Delaware corporation (“Parent”), Core-Mark Midcontinent, Inc., an Arkansas corporation and an indirectly wholly-owned subsidiary of Parent (“Purchaser”), and Klein Candy Co., a Pennsylvania limited partnership (“Seller”). Seller is a limited partnership, the general partner and limited partners of which limited partnership (each a “Seller Partner” and collectively the “Seller Partners’) have executed a Joinder to this Agreement (the “Joinder”) for the purpose of consenting to be legally bound by Sections 7.5, 7.6, 10.6 and 10.8 hereof.

AGREEMENT CONCERNING WINDDOWN AND DISSOLUTION OF THE RECLAMATION CREDITORS’ TRUST
Agreement Concerning Winddown and Dissolution • November 13th, 2006 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

This Agreement Concerning Winddown and Dissolution of the Reclamation Creditors’ Trust (the “Agreement”), dated as of July 10, 2006, is entered into by and between the Reclamation Creditors’ Trust (the “RCT”) and the Post-Confirmation Trust (the “PCT”; with the RCT and the PCT sometimes referred to collectively herein as the “Parties”).

CORE-MARK HOLDING COMPANY, INC. FIRST AMENDMENT TO PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • March 13th, 2009 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line

This amendment (the “Amendment”) to the Performance Share Grant Agreement dated , 200 (the “Grant Agreement”) shall be effective as of , 200 .

NINTH AMENDMENT TO CREDIT AGREEMENT AND FIFTH AMENDMENT TO PLEDGE SECURITY AGREEMENT
Credit Agreement • November 7th, 2016 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

THIS NINTH AMENDMENT TO CREDIT AGREEMENT AND FIFTH AMENDMENT TO PLEDGE AND SECURITY AGREEMENT, dated as of November 4, 2016 (this “Amendment”), is entered into by and among CORE-MARK HOLDING COMPANY, INC. (“Holdings”), CORE-MARK INTERNATIONAL, INC. (“International”), CORE-MARK MIDCONTINENT, INC. (“Midcontinent”), CORE-MARK INTERRELATED COMPANIES, INC. (“Interrelated”), CORE-MARK DISTRIBUTORS, INC. (“Distributors”), MINTER-WEISMAN CO. (“Minter-Weisman”; each of Holdings, International, Midcontinent, Interrelated, Distributors and Minter-Weisman shall be referred to herein as a “Borrower”, International shall be referred to herein as the “Canadian Borrower” and collectively such entities shall be referred to herein as the “Borrowers”), the parties hereto as lenders (each individually, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”), J.P. MORGAN SECURITIES LLC and BANK OF MONTREAL, a

Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • June 18th, 2019 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

This Restricted Stock Unit Agreement (this “Agreement”) is made by and between Core-Mark Holding Company, Inc., a Delaware corporation (the “Company”), and _____________ (the “Participant”), effective as of _____________, 20__ (the “Date of Grant”).

Core-Mark Holding Company, Inc. 2010 Long-Term Incentive Plan PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • January 25th, 2011 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

All deferrals to a particular Settlement Date will be paid out in shares of Common Stock. All of the shares of Common Stock you are entitled to receive on the Settlement Date specified in this Agreement will be transferred to you on such Settlement Date. Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Plan and the Grant Agreement.

AMENDMENT AND CONSENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

AMENDMENT AND CONSENT, dated as of June 30, 2005, to the Note and Warrant Purchase Agreement referred to below (this “Amendment”) among (a) CORE-MARK HOLDING COMPANY, INC., a Delaware corporation, CORE-MARK HOLDINGS I, INC., a Delaware corporation, CORE-MARK HOLDINGS II, INC., a Delaware corporation, CORE-MARK HOLDINGS III, INC., a Delaware corporation, CORE-MARK INTERNATIONAL, INC., a Delaware corporation, CORE-MARK MIDCONTINENT, INC., an Arkansas corporation, CORE-MARK INTERRELATED COMPANIES, INC., a California corporation, HEAD DISTRIBUTING COMPANY, a Georgia corporation, and MINTER-WEISMAN CO., a Minnesota corporation (collectively, the “Issuers” and each individually, an “Issuer”), (b) WELLS FARGO BANK, N.A. (in its individual capacity, “Wells Fargo”), for itself, as a Purchaser, as the LC Issuer and as administrative agent for Purchasers (the “Agent”), and (c) EACH OF THE OTHER PERSONS SIGNATORY HERETO (together with Wells Fargo, the “Consenting Purchasers”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of October 12, 2005, by and among Core-Mark Holding Company, Inc., a Delaware corporation (“Holdings”), Core-Mark International, Inc., a Delaware corporation (“International”), Core-Mark Holdings I, Inc., a Delaware corporation (“Holdings I”), Core-Mark Holdings II, Inc., a Delaware corporation (“Holdings II”), Core-Mark Holdings III, Inc., a Delaware corporation (“Holdings III”), Core-Mark Midcontinent, Inc., a Arkansas corporation (“Midcontinent”), Core-Mark Interrelated Companies, Inc., a California corporation (“Interrelated”), Head Distributing Company, a Georgia corporation (“Head”), Minter-Weisman Co., a Minnesota corporation (“Minter-Weisman”; each of Holdings, International, Holdings I, Holdings II, Holdings III, Midcontinent, Interrelated, Head and Minter-Weisman referred to herein as a “Grantor” and collectively such entities are referred to he

PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • March 7th, 2012 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

THIS AGREEMENT (the “Award Agreement”) is made effective as of ____________ (the “Date of Grant”) between Core-Mark Holding Company, Inc., a Delaware corporation (with any successor, the “Company”), and ____________ (the “Participant”):

Core-Mark Holding Company, Inc. 2010 Long-Term Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • January 25th, 2011 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

THIS AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between Core-Mark Holding Company, Inc., a Delaware corporation (with any successor, the “Company”), and (the “Participant”):

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 6th, 2005 • Core-Mark Holding Company, Inc. • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of August 20, 2004 by and among Core-Mark Holding Company, Inc., a Delaware corporation (the “Company”) and the parties listed on Schedule I attached hereto (“Investors”).

JUNIOR SUBORDINATED SECURED GUARANTY AGREEMENT
Junior Subordinated Secured Guaranty Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

This JUNIOR SUBORDINATED SECURED GUARANTY AGREEMENT (this “Guaranty”) is entered into as of August 20, 2004 by and between Core-Mark Holding Company, Inc., a Delaware corporation (the “Guarantor”), and the Reclamation Creditors’ Trust (the “RCT”) for the benefit of the holders of Allowed Net Non-TLV Reclamation Claims (the “Reclamation Claimants” and, collectively with the RCT, the “Guarantied Party”).

CORE-MARK HOLDING COMPANY, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 6th, 2005 • Core-Mark Holding Company, Inc. • Delaware

This Indemnification Agreement (“Agreement”) is effective as of December , 2004 by and between Core-Mark Holding Company, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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EIGHTH AMENDMENT TO CREDIT AGREEMENT AND FOURTH AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
Credit Agreement • May 17th, 2016 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT AND FOURTH AMENDMENT TO PLEDGE AND SECURITY AGREEMENT, dated as of May 16, 2016 (this “Amendment”), is entered into by and among CORE-MARK HOLDING COMPANY, INC. (“Holdings”), CORE-MARK INTERNATIONAL, INC. (“International”), CORE-MARK MIDCONTINENT, INC. (“Midcontinent”), CORE-MARK INTERRELATED COMPANIES, INC. (“Interrelated”), CORE-MARK DISTRIBUTORS, INC. (“Distributors”), MINTER-WEISMAN CO. (“Minter-Weisman”; each of Holdings, International, Midcontinent, Interrelated, Distributors and Minter-Weisman shall be referred to herein as a “Borrower”, International shall be referred to herein as the “Canadian Borrower” and collectively such entities shall be referred to herein as the “Borrowers”), the parties hereto as lenders (each individually, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”), J.P. MORGAN SECURITIES LLC and BANK OF MONTREAL, as

CREDIT AGREEMENT Dated as of August 20, 2004 among CORE-MARK HOLDING COMPANY, INC., CORE-MARK HOLDINGS I, INC. CORE-MARK HOLDINGS II, INC. CORE-MARK HOLDINGS III, INC. CORE-MARK INTERNATIONAL, INC., CORE-MARK MIDCONTINENT, INC., CORE- MARK...
Credit Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

This CREDIT AGREEMENT (this “Agreement”), dated as of August 20, 2004, is by and among (a) CORE-MARK HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), CORE-MARK HOLDINGS I, INC., a Delaware corporation, CORE-MARK HOLDINGS II, INC., a Delaware corporation, CORE-MARK HOLDINGS III, INC., a Delaware corporation, CORE-MARK INTERNATIONAL, INC., a Delaware corporation, CORE-MARK MIDCONTINENT, INC., an Arkansas corporation, CORE-MARK INTERRELATED COMPANIES, INC., a California corporation, HEAD DISTRIBUTING COMPANY, a Georgia corporation, and MINTER-WEISMAN CO., a Minnesota corporation (collectively, the “Borrowers” and each individually, a “Borrower”); (b) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as administrative agent for Lenders; (c) CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation, for itself, as Lender, and as co-syndication agent for Lenders, (d) JPMORGAN CHASE BANK, a N

NOTE AND WARRANT PURCHASE AGREEMENT Dated as of August 20, 2004 Among Core-Mark Holding Company, Inc. and the other Issuers identified on the signature pages hereto, as co-Issuers, Wells Fargo Bank, N.A., as Administrative Agent, Wells Fargo Bank,...
Note and Warrant Purchase Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

This NOTE AND WARRANT PURCHASE AGREEMENT (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) is dated as of August 20, 2004 by and among Core-Mark Holding Company, Inc., a Delaware corporation (“Holdings” and, together with the other Issuers identified on the signature pages hereto, the “Issuers”), Wells Fargo Bank, N.A., as administrative agent (with its successors and permitted assigns in such capacity, the “Agent”) and as the LC Issuer (defined below) and the purchasers listed on Schedule I attached hereto (together with their successors and assigns, the “Purchasers”).

SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

SECOND AMENDMENT AND CONSENT, dated as of June 30, 2005, to the Credit Agreement referred to below (this “Amendment”) among (a) CORE-MARK HOLDING COMPANY, INC., a Delaware corporation, CORE-MARK HOLDINGS I, INC., a Delaware corporation, CORE-MARK HOLDINGS II, INC., a Delaware corporation, CORE-MARK HOLDINGS III, INC., a Delaware corporation, CORE-MARK INTERNATIONAL, INC., a Delaware corporation, CORE-MARK MIDCONTINENT, INC., an Arkansas corporation, CORE-MARK INTERRELATED COMPANIES, INC., a California corporation, HEAD DISTRIBUTING COMPANY, a Georgia corporation, and MINTER-WEISMAN CO., a Minnesota corporation (collectively, the “Borrowers” and each individually, a “Borrower”), (b) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as administrative agent for Lenders (the “Agent”), (c) CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation, for itself, as Lender, and as co-syndication agent for

AMENDED AND RESTATED ADMINISTRATIVE CLAIMS GUARANTY AGREEMENT
Administrative Claims Guaranty Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

This AMENDED AND RESTATED ADMINISTRATIVE CLAIMS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of August 31, 2004 by and between Core-Mark Holding Company, Inc., a Delaware corporation (the “Guarantor”), and the Post Confirmation Trust (the “PCT” or the “Guarantied Party”).

Performance Restricted Stock Unit Agreement
Performance Restricted Stock Unit Agreement • June 18th, 2019 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

This Performance Restricted Stock Unit Agreement (this “Agreement”) is made by and between Core-Mark Holding Company, Inc., a Delaware corporation (the “Company”), and _____________ (the “Participant”), effective as of _____________, 20__ (the “Date of Grant”).

Core-Mark Holding Company, Inc. 2010 Long-Term Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • January 25th, 2011 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

All deferrals to a particular Settlement Date will be paid out in shares of Common Stock. All of the shares of Common Stock you are entitled to receive on the Settlement Date specified in this Agreement will be transferred to you on such Settlement Date. Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Plan and the Grant Agreement.

Letterhead of JPMorgan Chase Bank, N.A.]
Waiver of Potential Defaults and Consent • April 3rd, 2006 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CORE-MARK HOLDING COMPANY, LLC
Limited Liability Company Agreement • September 2nd, 2021 • Core-Mark Holding Company, LLC • Wholesale-groceries, general line • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Core-Mark Holding Company, LLC (the “Company”), dated as of this 1st day of September, 2021, is entered into by Performance Food Group Company, a Delaware corporation, as the sole member of the Company (the “Member”), which desires to form the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et. seq., as amended from time to time (the “Act”).

PERFORMANCE SHARES MANAGEMENT GRANT AGREEMENT
Performance Restricted Stock Unit Award Agreement • February 26th, 2016 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

THIS AGREEMENT (the “Award Agreement”) is made effective as of _____________ (the “Date of Grant”) between Core-Mark Holding Company, Inc., a Delaware corporation (with any successor, the “Company”), and _____________ (the “Participant”).

ASSET PURCHASE AGREEMENT by and among CORE-MARK MIDCONTINENT, INC., FARNER- BOCKEN COMPANY, FARNER-BOCKEN BUILDING COMPANY, L.L.C., and DENNIS ANDERSON, as the Sellers’ Representative Dated as of May 19, 2017
Asset Purchase Agreement • July 13th, 2017 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Iowa

This ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of May 19, 2017, is made by and among Core-Mark Midcontinent, Inc., an Arkansas corporation (“Purchaser”), Farner-Bocken Company, an Iowa corporation (“Farner-Bocken”), Farner-Bocken Building Company, L.L.C., an Iowa limited liability company (“F-B Building” and, together with Farner-Bocken, “Sellers”), and Dennis Anderson, solely in his capacity as the representative of Sellers (the “Sellers’ Representative”).

CORE-MARK HOLDING COMPANY, INC. July 2, 2007
Restricted Stock Units Grant Agreement • July 6th, 2007 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

All deferrals to a particular Settlement Date will be paid out in shares of Common Stock. All of the shares of Common Stock you are entitled to receive on the Settlement Date specified in this Agreement will be transferred to you on such Settlement Date. Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Plan and the Grant Agreement.

RESTRICTED STOCK UNITS MANAGEMENT GRANT AGREEMENT
Restricted Stock Unit Award Agreement • February 26th, 2016 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware

THIS AGREEMENT (the “Award Agreement”) is made effective as of _____________ (the “Date of Grant”) between Core-Mark Holding Company, Inc., a Delaware corporation (with any successor, the “Company”), and _____________ (the “Participant”).

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