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Core-Mark Holding Company, Inc. – ‘10-Q’ for 6/30/13 – ‘EX-10.1’

On:  Wednesday, 8/7/13, at 8:38am ET   ·   For:  6/30/13   ·   Accession #:  1318084-13-44   ·   File #:  0-51515

Previous ‘10-Q’:  ‘10-Q’ on 5/7/13 for 3/31/13   ·   Next:  ‘10-Q’ on 11/12/13 for 9/30/13   ·   Latest:  ‘10-Q’ on 8/5/21 for 6/30/21   ·   1 Reference:  By:  Core-Mark Holding Co., LLC – ‘10-K’ on 3/1/21 for 12/31/20

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/07/13  Core-Mark Holding Company, Inc.   10-Q        6/30/13  101:8.3M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    550K 
 2: EX-10.1     Material Contract                                   HTML    106K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     30K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     30K 
98: R1          Document and Entity Information                     HTML     48K 
59: R2          Condensed Consolidated Balance Sheets               HTML    136K 
55: R3          Condensed Consolidated Balance Sheets               HTML     45K 
                Parentheticals                                                   
16: R4          Condensed Consolidated Statements of Operations     HTML     85K 
58: R5          Condensed Consolidated Statements of Comprehensive  HTML     48K 
                Income                                                           
36: R6          Condensed Consolidated Statements of Cash Flows     HTML    128K 
81: R7          Summary of Company Information                      HTML     30K 
38: R8          Basis of Presentation and Principles of             HTML     36K 
                Consolidation                                                    
43: R9          Acquisition                                         HTML     53K 
17: R10         Inventories                                         HTML     40K 
40: R11         Long-term Debt                                      HTML     57K 
80: R12         Contingencies                                       HTML     31K 
74: R13         Income Taxes                                        HTML     35K 
56: R14         Employee Benefit Plans                              HTML     67K 
92: R15         Earnings Per Share                                  HTML     87K 
78: R16         Stock-based Compensation Plans                      HTML     38K 
15: R17         Stockholders' Equity                                HTML     60K 
20: R18         Segment and Geographic Information                  HTML    145K 
91: R19         Acquisition (Tables)                                HTML     38K 
96: R20         Inventories (Tables)                                HTML     36K 
100: R21         Long-term Debt (Tables)                             HTML     49K  
94: R22         Employee Benefit Plans (Tables)                     HTML     65K 
67: R23         Earnings Per Share (Tables)                         HTML     84K 
18: R24         Stockholders' Equity (Tables)                       HTML     52K 
35: R25         Segment and Geographic Information (Tables)         HTML    141K 
26: R26         Summary of Company Information (Details)            HTML     31K 
25: R27         Basis of Presentation and Principles of             HTML     33K 
                Consolidation (Details)                                          
45: R28         Acquisition (Details)                               HTML     87K 
66: R29         Inventories (Details)                               HTML     37K 
76: R30         Long-term Debt Tables (Details)                     HTML     36K 
31: R31         Long-term Debt Narrative (Details)                  HTML     66K 
46: R32         Income Taxes (Details)                              HTML     36K 
86: R33         Employee Benefit Plans Tables (Details)             HTML     42K 
28: R34         Employee Benefit Plans Narrative (Details)          HTML     33K 
71: R35         Earnings Per Share Table (Details)                  HTML     59K 
72: R36         Earnings Per Share Narrative (Details)              HTML     31K 
49: R37         Stock-based Compensation Plans - Stock-based        HTML     36K 
                Compensation Cost (Details)                                      
24: R38         Stock-based Compensation Plans - Grant Activities   HTML     41K 
                (Details)                                                        
68: R39         Stockholders' Equity (Details)                      HTML     47K 
30: R40         Segment and Geographic Information - Narrative      HTML     43K 
                (Details)                                                        
44: R41         Segment and Geographic Information - Geographic     HTML     61K 
                Reporting Segments Table (Details)                               
77: R42         Segment and Geographic Information - Identifiable   HTML     31K 
                Assets Table (Details)                                           
33: R43         Segment and Geographic Information - Net Sales Mix  HTML     38K 
                By Primary Product Categories Table (Details)                    
54: XML         IDEA XML File -- Filing Summary                      XML    100K 
101: XML.R1      Document and Entity Information                      XML    134K  
42: XML.R2      Condensed Consolidated Balance Sheets                XML    363K 
65: XML.R3      Condensed Consolidated Balance Sheets                XML    113K 
                Parentheticals                                                   
53: XML.R4      Condensed Consolidated Statements of Operations      XML    322K 
50: XML.R5      Condensed Consolidated Statements of Comprehensive   XML    139K 
                Income                                                           
14: XML.R6      Condensed Consolidated Statements of Cash Flows      XML    393K 
60: XML.R7      Summary of Company Information                       XML     45K 
13: XML.R8      Basis of Presentation and Principles of              XML     51K 
                Consolidation                                                    
32: XML.R9      Acquisition                                          XML     69K 
48: XML.R10     Inventories                                          XML     57K 
39: XML.R11     Long-term Debt                                       XML     78K 
34: XML.R12     Contingencies                                        XML     45K 
83: XML.R13     Income Taxes                                         XML     49K 
41: XML.R14     Employee Benefit Plans                               XML     92K 
95: XML.R15     Earnings Per Share                                   XML    115K 
62: XML.R16     Stock-based Compensation Plans                       XML     53K 
61: XML.R17     Stockholders' Equity                                 XML     78K 
64: XML.R18     Segment and Geographic Information                   XML    185K 
29: XML.R19     Acquisition (Tables)                                 XML     55K 
57: XML.R20     Inventories (Tables)                                 XML     53K 
75: XML.R21     Long-term Debt (Tables)                              XML     67K 
79: XML.R22     Employee Benefit Plans (Tables)                      XML     88K 
85: XML.R23     Earnings Per Share (Tables)                          XML    113K 
47: XML.R24     Stockholders' Equity (Tables)                        XML     76K 
23: XML.R25     Segment and Geographic Information (Tables)          XML    186K 
89: XML.R26     Summary of Company Information (Details)             XML     58K 
63: XML.R27     Basis of Presentation and Principles of              XML    136K 
                Consolidation (Details)                                          
90: XML.R28     Acquisition (Details)                                XML    622K 
19: XML.R29     Inventories (Details)                                XML    125K 
73: XML.R30     Long-term Debt Tables (Details)                      XML    145K 
70: XML.R31     Long-term Debt Narrative (Details)                   XML    653K 
22: XML.R32     Income Taxes (Details)                               XML    113K 
93: XML.R33     Employee Benefit Plans Tables (Details)              XML    220K 
21: XML.R34     Employee Benefit Plans Narrative (Details)           XML    100K 
97: XML.R35     Earnings Per Share Table (Details)                   XML    320K 
87: XML.R36     Earnings Per Share Narrative (Details)               XML    103K 
82: XML.R37     Stock-based Compensation Plans - Stock-based         XML     99K 
                Compensation Cost (Details)                                      
84: XML.R38     Stock-based Compensation Plans - Grant Activities    XML    269K 
                (Details)                                                        
52: XML.R39     Stockholders' Equity (Details)                       XML    291K 
37: XML.R40     Segment and Geographic Information - Narrative       XML    269K 
                (Details)                                                        
99: XML.R41     Segment and Geographic Information - Geographic      XML    529K 
                Reporting Segments Table (Details)                               
69: XML.R42     Segment and Geographic Information - Identifiable    XML    128K 
                Assets Table (Details)                                           
88: XML.R43     Segment and Geographic Information - Net Sales Mix   XML    450K 
                By Primary Product Categories Table (Details)                    
51: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    804K 
 7: EX-101.INS  XBRL Instance -- core-20130630                       XML   1.25M 
 9: EX-101.CAL  XBRL Calculations -- core-20130630_cal               XML    172K 
10: EX-101.DEF  XBRL Definitions -- core-20130630_def                XML    356K 
11: EX-101.LAB  XBRL Labels -- core-20130630_lab                     XML    981K 
12: EX-101.PRE  XBRL Presentations -- core-20130630_pre              XML    529K 
 8: EX-101.SCH  XBRL Schema -- core-20130630                         XSD    118K 
27: ZIP         XBRL Zipped Folder -- 0001318084-13-000044-xbrl      Zip    130K

‘EX-10.1’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit 10.1 - Credit Facility Fifth Amendment  


Exhibit 10.1


FIFTH AMENDMENT TO CREDIT AGREEMENT
AND
SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT

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 BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”), J.P. MORGAN SECURITIES LLC and BANK OF MONTREAL, as Co-Lead Arrangers, JPMORGAN CHASE BANK, N.A., BANK OF MONTREAL and WELLS FARGO CAPITAL FINANCE, LLC (as successor by merger to Wachovia Capital Finance Corporation (Western)), as Joint Bookrunners, BANK OF MONTREAL and WELLS FARGO CAPITAL FINANCE, LLC (as successor by merger to Wachovia Capital Finance Corporation (Western)), as Co-Syndication Agents, and BANK OF AMERICA, N.A., as Documentation Agent.


RECITALS

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, that certain Third Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement, dated as of February 2, 2010, that certain Fourth Amendment to Credit Agreement, dated as of May 5, 2011, and that certain letter agreement to Credit Agreement and Security Agreement, dated December 21, 2012 (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 and Administrative Agent have previously entered into that certain Pledge and Security Agreement, dated as of October 12, 2005, as amended by that certain Third Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement, dated as of February 2, 2010, and that certain letter agreement to Credit Agreement and Security Agreement, dated December 21, 2012 (as the same may be

1



further amended, supplemented, amended and restated or otherwise modified from time to time in accordance with its terms, the “Security Agreement”).

C.
Borrowers have requested that Administrative Agent and the Lenders amend the Existing Credit Agreement and the Security Agreement and Administrative Agent and the Lenders are willing to amend the Existing Credit Agreement and the Security Agreement pursuant to the terms and conditions set forth herein.

D.
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.


AGREEMENT
    
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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:

“ “Fifth Amendment” means, that certain Fifth Amendment to Credit Agreement and Second Amendment to Pledge and Security Agreement, dated as of May 30, 2013, by and among the Borrowers, the Lenders party thereto and the Administrative Agent.”

“ “Fifth Amendment Effective Date” means, the “Fifth Amendment Effective Date” as defined in the Fifth Amendment.”
 
(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:

“ “Applicable Rate” means (w) at all times prior to the Third Amendment Effective Date, the margin determined in accordance with the terms of the Existing Credit Agreement (as defined in the Third Amendment), (x) from and after the Third Amendment Effect Date and prior to the Fourth Amendment Effective Date, the margin determined in accordance with the terms of the Existing Credit Agreement (as defined in the Fourth Amendment), (y) from and after the Fourth Amendment Effective Date and prior to the Fifth Amendment Effective Date, the margin determined in accordance with the terms of the Existing Credit Agreement (as defined in the Fifth Amendment), and (z) from and after the Fifth Amendment Effective Date, for any day, with respect to any Eurodollar Revolving Loan or CDOR Revolving Loan, or with respect to the participation fees payable under Section 2.12(b) hereof, as the case may be, the applicable rate per annum set forth below under

2



the caption “Eurodollar Spread” or “CDOR Spread”, as the case may be, based upon the Average Modified Excess Availability as of the most recent determination date:
Average Modified Excess Availability
Eurodollar Spread and CDOR Spread
Category 1
≥ $125,000,000
1.25%
Category 2
< $125,000,000
≥ $55,000,000
1.50%
Category 3
< $55,000,000
  
1.75%

For purposes of the foregoing, (a) the initial Applicable Rate as of the Fifth Amendment Effective Date shall be the applicable rate per annum set forth above in Category 2, (b) thereafter, the Applicable Rate shall be determined as of the last day of each calendar quarter based upon the Borrowing Base Certificates delivered by Borrowers to Administrative Agent pursuant to Section 5.01(g) hereof for such calendar quarter, and (c) each change in the Applicable Rate, if any, resulting from a change in the Average Modified Excess Availability shall be effective on the first day of the second month after the end of each calendar quarter, provided that: (i) the Average Modified Excess Availability shall be deemed to be in Category 3 at the option of the Administrative Agent or at the request of the Required Lenders if the Borrowers fail to deliver any Borrowing Base Certificate required to be delivered by them pursuant to Section 5.01(g) hereof, during the period from the expiration of the time for delivery thereof until such Borrowing Base Certificate is delivered; and (ii) if any such Borrowing Base Certificates are subsequently determined to be incorrect in any material respect, Administrative Agent may increase the Applicable Rate retroactively to the beginning of the relevant calendar quarter to the extent that such error caused the Applicable Rate to be less than the Applicable Rate that would have been in effect if the error was not made.”
(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:

“ “Commitment Fee Rate” means, for any day, the per annum rate set forth below, based upon the Line Usage for the prior calendar quarter:
Level

Line Usage


Commitment Fee Rate
I
Greater than 30%
0.25%
II
Less than or equal to 30%
0.375%


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The Commitment Fee Rate set forth above shall be increased or decreased based upon the Line Usage for the prior calendar quarter, as determined by Administrative Agent.”
(d)
The definition of “Interest Period” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:

“ “Interest Period” means (a) with respect to any Eurodollar Borrowing or CDOR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, or (b) with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on a date that is seven (7) days after the date of such Borrowing, in each case as the Borrowers may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing or CDOR Borrowing for an Interest Period of one, two, three or six months only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any one, two, three or six month Interest Period pertaining to a Eurodollar Borrowing or CDOR Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.”
(e)
The definition of “LIBO Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:

“ “LIBO Rate” means, with respect to any Eurodollar Borrowing, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that the rate described above is not available at such time for any reason, then (a) for any one, two, three or six month Interest Period, the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, and (b) for any seven (7) day Interest Period, the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate determined by Administrative Agent to be the rate at which JPMorgan Chase Bank, N.A. (“JPM Chase Bank”) or one of its affiliate banks offers to

4



place deposits in U.S. dollars with first-class banks in the interbank market two Business Days prior to the first day of such Interest Period, for delivery on the first day of such Interest Period in the approximate amount of JPM Chase Bank’s relevant Eurodollar Borrowing and having a maturity approximately equal to such Interest Period.”

(f)
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:

“ “Maturity Date” means May 30, 2018, or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.”
(g)
Clause (e) of the definition of “Permitted Acquisition” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“(e)    the aggregate purchase price (whether in cash, notes or any other form of non-equity consideration) of all Acquisitions made after the Fifth Amendment Effective Date shall not exceed $125,000,000 in the aggregate; provided, however, that if at the effective date of any proposed Acquisition that otherwise meets the requirements of this definition of “Permitted Acquisitions”, the Borrowers have pro forma Availability (on both a 60-day look-back and a 60-day look-forward basis and including all non-equity consideration given in connection with such Acquisition as having been paid in cash at the time of making such Acquisition) not less than $100,000,000, such Acquisition shall not be counted against this $125,000,000 total basket;”
(h)
Section 5.01(g) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:

“(g)    as soon as available but in any event within 20 days of the end of each calendar month, and at such other times as may be necessary to re-determine availability of Advances hereunder or as may be requested by the Administrative Agent, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request; provided that (A) at the option of the Borrowers at any time or (B) at the request of the Administrative Agent in the event that either (x) an Event of Default has occurred and is continuing or (y) Availability is less than $30,000,000 (subject to Availability increases to more than $30,000,000 as set forth in Section 6.13), the reports required pursuant to this clause will be delivered by Wednesday of each calendar week (for the calendar week most recently ended) or more frequently;”

(i)
The proviso after Section 5.01(h)(iv) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
“provided that (A) at the option of the Borrowers at any time or (B) at the request of the Administrative Agent in the event that either (x) an Event of Default has occurred and is continuing or (y) Availability is less than $30,000,000 (subject to Availability increases

5



to more than $30,000,000 as set forth in Section 6.13), the reports required pursuant to this clause will be delivered by Wednesday of each calendar week (for the calendar week most recently ended) or more frequently, provided that, with respect to the reports required in clauses (i) and (ii) above, weekly reporting shall include only summary schedules (and shall not include the report of variances required in clause (ii)(2) above) unless the detailed schedules are specifically requested by the Administrative Agent, with the detailed schedules continuing on a monthly basis, and the reconciliation required under clause (iv) above shall been delivered at all times on a monthly basis;”
(j)
Section 6.08(a)(iv) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(iv)    in the event that at the time of such Restricted Payment (A) Holdings and its consolidated Subsidiaries have a pro forma Fixed Charge Coverage Ratio including such Restricted Payment (for the twelve month period ending on the most recent month-end for which financial data is available) of at least 1.1 to 1.0, (B) the Borrowers have pro forma Availability of not less than $40,000,000 and (C) no Default or Event of Default has occurred or would result therefrom, Holdings may declare and pay cash dividends with respect to its capital stock in an aggregate amount after the Fifth Amendment Effective Date not to exceed $75,000,000,”
(k)
Section 6.08(a)(v) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(v)    the Borrowers may make stock repurchases in an aggregate amount not to exceed (A) $50,000,000 after the Fifth Amendment Effective Date, and (B) $15,000,000 in any calendar year, and”
(l)
Section 6.13 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
“SECTION 6.13. Fixed Charge Coverage Ratio. In the event that at any time the Borrowers have Availability less than $25,000,000, the Borrowers will not permit the Fixed Charge Coverage Ratio of Holdings and its consolidated Subsidiaries, determined as of the end of each fiscal quarter of Holdings (for the period of four consecutive fiscal quarters ending on such date), beginning with the last fiscal quarter of Holdings for which financial statements were required to be delivered hereunder prior to the date that Availability was first less than $25,000,000, to be less than 1.1 to 1.0; provided, however, that if, at any time after this Section 6.13 has been triggered, the Borrowers maintain (i) average Availability greater than or equal to $30,000,000 for a 90-day period and (ii) Availability not less than $25,000,000 at all times during such 90-day period, the requirements of this Section 6.13 shall no longer be deemed to be triggered.”
(m)
The first sentence of Section 10.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
“Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to

6



the Lenders and Affiliates of Lenders who hold Secured Obligations the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all reasonable costs and expenses including, without limitation, all court costs and reasonable attorneys' and paralegals' fees and expenses paid or incurred after the occurrence and during the continuance of an Event of Default by the Administrative Agent, any Lender and the Issuing Bank in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”).”
(n)
Schedule 3.05(a) and Schedule 3.10 to the Existing Credit Agreement are hereby amended and replaced in their entirety with the corresponding schedules attached hereto as Annex A.

2.
Amendments to Security Agreement.
(a)
The lead in to Section 2.1 of the Security Agreement (up to clause (i) thereof) is hereby amended and restated to read in its entirety as follows:

“Each of the Grantors hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and Affiliates of Lenders who hold Secured Obligations, a security interest in all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including, without limitation:”
(b)
Section 7.3(b) of the Security Agreement is hereby amended and restated to read in its entirety as follows:

“(b)        If, at any time, cash dominion under Section 7.3(c) has been triggered, and the Grantor thereafter maintains (i) average Availability greater than or equal to $35,000,000 for a 90-day period and (ii) Availability not less than $30,000,000 at all times during such 90-day period, the cash dominion in Section 7.3(c) shall no longer be deemed to be triggered and discretionary rights to the use of funds in a depository account shall return to the Grantor and funds deposited in Collateral Deposit Accounts shall no longer be swept into the Collection Account.”

(c)
The first sentence of Section 7.3(c) of the Security Agreement is hereby amended and restated to read in its entirety as follows:

“If at any time, (i) Availability is less than $30,000,000, or (ii) a Default or Event of Default has occurred and is continuing, the Administrative Agent may exercise its cash dominion rights by delivering instructions to each depository bank having a Deposit Account Control

7



Agreement that requires all other cash proceeds in the account to be directed to the Administrative Agent’s Collection Account as described in Section 7.1(b).”

(d)    Exhibit A to the Security Agreement is hereby amended and replaced in its entirety with the corresponding exhibit attached hereto as Annex A.

3.
Conditions Precedent to Effectiveness of this Amendment. This Amendment and the amendments to the Existing Credit Agreement and the Security Agreement contained herein shall become effective, and shall become part of the Credit Agreement and Security Agreement, as applicable, on the date (the “Fifth 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 all fees payable in connection with this Amendment pursuant to the Amendment Fee Letter.
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 by any Borrower 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,

8



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, assuming due execution by each other party hereto.
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 date hereof as though made on and as of the date hereof, as updated by the schedules attached hereto as Annex A.
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 with 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 Fifth 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.
Upon and after the Fifth Amendment Effective Date, each reference in the Security Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Security Agreement, and each reference in the other Loan Documents to “the Security Agreement”, “thereof” or words of like import referring to the Security Agreement, shall mean and be a reference to the Security Agreement as modified and amended hereby.
c.
Except as specifically amended in Section 1 and Section 2 of this Amendment, the Existing Credit Agreement, the Security 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.

9



d.
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 and Security 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 attorneys for review or signature does not constitute a commitment by Administrative Agent or any Lender to waive any of their respective rights and remedies under the Loan Documents, and this Amendment shall have no binding force or effect until all of the conditions to the effectiveness of this Amendment have been satisfied as set forth herein.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]






10



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written.


CORE-MARK HOLDING COMPANY, INC.
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer


CORE-MARK INTERNATIONAL, INC.
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer


CORE-MARK HOLDINGS I, INC.
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer


CORE-MARK HOLDINGS II, INC.
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer


CORE-MARK HOLDINGS III, INC.
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer


CORE-MARK MIDCONTINENT, INC.
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer


[Signature Page to Fifth Amendment to Credit Agreement and
Second Amendment to Security Agreement]





CORE-MARK INTERRELATED COMPANIES, INC.
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer


HEAD DISTRIBUTING COMPANY
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer


MINTER-WEISMAN CO.
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer


FORREST CITY GROCERY CO.
By:
/S/    Greg Antholzner
Name:
Greg Antholzner
Title:
VP Finance & Treasurer

   






[Signature Page to Fifth Amendment to Credit Agreement and
Second Amendment to Security Agreement]



Acknowledged and agreed to as of the date set forth above:


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and a Revolving Lender
By:
/S/    James Fallahay
Name:
James Fallahay
Title:
Vice President


JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
as a Canadian Lender
By:
/S/    John Freeman
Name:
John Freeman
Title:
Senior Vice President




[Signature Page to Fifth Amendment to Credit Agreement and
Second Amendment to Security Agreement]



BANK OF AMERICA, N.A.,
as a Revolving Lender
By:
/S/    Gregory A. Jones
Name:
Gregory A. Jones
Title:
Senior Vice President


BANK OF AMERICA, N.A., (acting through its Canada branch),
as a Canadian Lender
By:
/S/    Medina Sales de Andrade
Name:
Medina Sales de Andrade
Title:
Vice President








[Signature Page to Fifth Amendment to Credit Agreement and
Second Amendment to Security Agreement]



WELLS FARGO CAPITAL FINANCE, LLC,
as a Revolving Lender
By:
/S/    David Kluges
Name:
David Kluges
Title:
Senior Vice President


WELLS FARGO CAPITAL FINANCE CORPORATION CANADA
as a Canadian Lender
By:
/S/    Domenic Cosentino
Name:
Domenic Cosentino
Title:
Vice President







[Signature Page to Fifth Amendment to Credit Agreement and
Second Amendment to Security Agreement]



UNION BANK, N.A.,
as a Revolving Lender
By:
/S/    Brent Housteau
Name:
Brent Housteau
Title:
Senior Vice President


UNION BANK, N.A., CANADA BRANCH
as a Canadian Lender
By:
/S/    Anne Collins
Name:
Anne Collins
Title:
Vice President





[Signature Page to Fifth Amendment to Credit Agreement and
Second Amendment to Security Agreement]



THE BANK OF NOVA SCOTIA,
as a Revolving Lender and a Canadian Lender
By:
/S/    Christopher Usas
Name:
Christopher Usas
Title:
Director








[Signature Page to Fifth Amendment to Credit Agreement and
Second Amendment to Security Agreement]



BANK OF MONTREAL,
as a Revolving Lender
By:
/S/    Craig Thistlethwaite
Name:
Craig Thistlethwaite
Title:
Director


BANK OF MONTREAL,
as a Canadian Lender
By:
/S/    Sean P. Gallaway
Name:
Sean P. Gallaway
Title:
Vice President





[Signature Page to Fifth Amendment to Credit Agreement and
Second Amendment to Security Agreement]

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
5/30/18
Filed on:8/7/138-K
For Period end:6/30/134
5/30/138-K
12/21/128-K
5/5/11
2/2/10
1/31/09
3/12/08
12/4/07
10/12/05
 List all Filings 

1 Subsequent Filing that References this Filing

  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
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