0001193125-09-053143 Sample Contracts

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 .

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CORE-MARK HOLDING COMPANY, INC.
Restricted Stock Units Grant Agreement • March 13th, 2009 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 13th, 2009 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 4, 2007, 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”).

CORE-MARK HOLDING COMPANY, INC.
Restricted Stock Units Grant Agreement • March 13th, 2009 • Core-Mark Holding Company, Inc. • Wholesale-groceries, general line • Delaware
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