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As Of Filer Filing For·On·As Docs:Size 5/09/11 Core-Mark Holding Company, Inc. 10-Q 3/31/11 6:1.0M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 351K 2: EX-10.1 Material Contract HTML 75K 3: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K 4: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K 5: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 10K 6: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 10K
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A. | Borrowers,
Administrative Agent and the Lenders have previously entered into that certain Credit Agreement, dated as of October 12, 2005, as amended or otherwise modified prior to the date hereof by that certain First Amendment to Credit Agreement, dated as of December 4, 2007, that certain Second Amendment to Credit Agreement, dated as of March 12, 2008, that certain letter agreement to Credit Agreement, dated January 31, 2009, and that certain Third Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement, dated as of February 2, 2010 (the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented, amended
and restated or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Existing Credit Agreement. |
B. | Borrowers have requested that Administrative Agent and the Lenders amend the Existing Credit Agreement and Administrative Agent and the Lenders are willing to amend the Existing Credit Agreement pursuant to the terms and conditions set forth herein. |
C. | Each
Borrower is entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Administrative Agent's or any Lender's rights or remedies as set forth in the Existing Credit Agreement and the other Loan Documents are being waived or modified by the terms of this Amendment. |
1. | Amendments to Existing Credit Agreement. |
(a) | The following definitions are hereby added to Section 1.01 of the Existing Credit Agreement in the appropriate alphabetical
order: |
(b) | The definition of “Applicable Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows: |
Average
Modified Excess Availability | Eurodollar Spread and CDOR Spread |
Category 1 ≥ $125,000,000 | 1.75% |
Category 2 < $125,000,000 ≥ $55,000,000 | 2% |
Category 3 < $55,000,000 | 2.25% |
(c) | The definition of “Commitment Fee
Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows: |
Level | Line Usage | Commitment Fee Rate |
I | Greater than 30% | 0.375% |
II | Less
than or equal to 30% | 0.5% |
(d) | The definition of “Maturity Date” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows: |
(e) | Section 1.04 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows: |
2. | Amendment Fees. The Borrowers shall pay to Administrative Agent for the account of each Lender who executes and delivers this Amendment, a non-refundable amendment fee equal to 0.25% of such Lender's aggregate Commitment, which amendment fees
shall be fully earned and due and payable on the date hereof. |
3. | Conditions Precedent to Effectiveness of this Amendment. This Amendment and the amendments to the Existing Credit Agreement contained herein shall become effective, and shall become part of the Credit Agreement, on the date (the “Fourth Amendment Effective Date”) when each of the following conditions precedent shall have been satisfied in the sole discretion of Administrative Agent or waived by Administrative Agent: |
a. | Amendment. Administrative
Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. |
b. | Representations and Warranties. The representations and warranties set forth herein and in the Existing Credit Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects, as updated by the schedules attached hereto as Annex A. |
c. | Amendment
Fee Letter. Administrative Agent shall have received an Amendment Fee Letter, in form and substance satisfactory to Administrative Agent, executed by Borrowers (the “Amendment Fee Letter”). |
d. | Payment of Fees. Administrative Agent shall have received from Borrowers all fees due and payable on or before the effective date of this Amendment, including, without limitation: (i) the amendment fees set forth in Section 2 hereof; and (ii) all fees payable in connection with this Amendment pursuant to the Amendment Fee Letter. |
e. | Other
Required Documentation. Administrative Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Administrative Agent. |
4. | Representations and Warranties. Each Borrower represents and warrants as follows: |
a. | Authority. Each
Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery, and performance by each Borrower of this Amendment have been duly approved by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene (i) any law or (ii) any contractual restriction binding on such Borrower, except for contraventions of contractual restrictions which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No other corporate proceedings are necessary to consummate such transactions. |
b. | Enforceability. This
Amendment has been duly executed and delivered by each Borrower. This Amendment and each Loan Document (as amended or modified hereby) (i) is the legal, valid, and binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (ii) is in full force and effect. |
c. | Representations and Warranties. The representations and warranties contained in each Loan Document (other than any such
representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct in all material respects on and as of the |
d. | No Default. No event has occurred and is continuing that constitutes a Default or Event of Default. |
5. | Choice
of Law. The validity of this Amendment, the construction, interpretation and enforcement hereof, and the rights of the parties hereto with respect to all matters arising hereunder or related hereto shall be determined under, governed by, and construed in accordance wit the laws of the State of New York. |
6. | Counterparts. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment by telefacsimile shall be effective as delivery of a manually executed counterpart of the Amendment. |
7. | Reference to and Effect on the Loan Documents. |
a. | Upon and after the Fourth Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring
to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby. |
b. | Except as specifically amended in Section 1 of this Amendment, the Existing Credit Agreement and all other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified, and confirmed and shall constitute the legal, valid, binding, and enforceable obligations of Borrowers to Administrative Agent and the Lenders without defense, offset, claim, or contribution. |
c. | The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Administrative Agent or any Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. |
8. | Ratification. Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement, as amended hereby, and the Loan Documents effective as of the date hereof. |
9. | Estoppel. To
induce Administrative Agent and Lenders to enter into this Amendment and to induce Administrative Agent and the Lenders to continue to make advances to Borrowers under the Credit Agreement, each Borrower hereby acknowledges and agrees that, after giving effect to this Amendment, as of the date hereof, there exists no Default or Event of Default and no right of offset, defense, counterclaim, or objection in favor of any Borrower as against Administrative Agent or any Lender with respect to the Obligations. |
10. | Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject mater
hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. |
11. | Severability. In case any provision in this Amendment shall be invalid, illegal, or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality , and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. |
12. | Submission
of Amendment. The submission of this Amendment to the parties or their agents or |
By: | /S/ Greg Antholzner |
Name: | |
Title: | VP Finance & Treasurer |
By: | /S/ Greg Antholzner |
Name: | |
Title: | VP Finance & Treasurer |
By: | /S/ Greg Antholzner |
Name: | |
Title: | VP Finance & Treasurer |
By: | /S/ Greg Antholzner |
Name: | |
Title: | VP Finance & Treasurer |
By: | /S/ Greg Antholzner |
Name: | |
Title: | VP Finance & Treasurer |
By: | /S/ Greg Antholzner |
Name: | |
Title: | VP Finance & Treasurer |
By: | /S/ Greg
Antholzner |
Name: | |
Title: | VP Finance & Treasurer |
By: | /S/ Greg
Antholzner |
Name: | |
Title: | VP Finance & Treasurer |
By: | /S/ Greg
Antholzner |
Name: | |
Title: | VP Finance & Treasurer |
By: | /S/ James Gurgone |
Name: | |
Title: | Senior
Vice President |
By: | /S/ John P. Freeman |
Name: | |
Title: | Senior
Vice President |
By: | /S/ Gregory A. Jones |
Name: | |
Title: | Senior Vice President |
By: | |
Name: | |
Title: | Vice President |
By: | /S/ Thomas Forbath |
Name: | |
Title: | Vice President |
By: | /S/ Sean M. Noonan |
Name: | |
Title: | Vice President, Relationship Manager |
By: | /S/ Greg Stewart |
Name: | |
Title: | Vice President |
By: | /S/ Anne Collins |
Name: | |
Title: | Vice President |
By: | /S/ J. Mathews |
Name: | |
Title: | Director |
By: | |
Name: | |
Title: | Director |
By: | /S/ Sean Gallaway |
Name: | |
Title: | Vice President |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
5/5/16 | ||||
Filed on: | 5/9/11 | 8-K | ||
5/5/11 | ||||
For Period End: | 3/31/11 | 4 | ||
2/2/10 | ||||
1/31/09 | ||||
3/12/08 | ||||
12/4/07 | ||||
10/12/05 | ||||
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/21 Core-Mark Holding Co., LLC 10-K 12/31/20 107:15M |