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...Assignment and Assumption • 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.
AMENDMENT AND CONSENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote 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 AGREEMENTPledge 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
JUNIOR SUBORDINATED SECURED GUARANTY AGREEMENTJunior 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”).
SUBORDINATED SECURED GUARANTY AGREEMENTSubordinated 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”).
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 AGREEMENTCredit 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 AGREEMENTAdministrative 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”).
AMENDMENT AND ACKNOWLEDGMENT Dated as of October 12, 2005Core-Mark Holding Company, Inc. • October 21st, 2005 • Wholesale-groceries, general line
Reference is made to (i) that certain Subordinated Secured Guaranty Agreement dated as of August 20, 2004 between Core-Mark Holding Company, Inc., a Delaware corporation (“Guarantor”), and Reclamation Creditors’ Trust (the “RCT”) for the benefit of the holders of Allowed Class 3(B) TLV Reclamation Claims, and (ii) that certain Junior Subordinated Secured Guaranty Agreement dated as of August 20, 2004 between Guarantor and the RCT for the benefit of the holders of Allowed Net Non-TLV Reclamation Claims (collectively, the “RCT Guaranties”). Capitalized terms used in this Amendment and Acknowledgment and not defined herein shall have the meanings set forth in the RCT Guaranties.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 21st, 2005 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York
FIRST AMENDMENT, dated as of September 24, 2004, 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 Lenders
