Exhibit 10.2






Exhibit 10.2




[* * *] CONFIDENTIAL TREATMENT




AMENDMENT N0. 1

TO

DISTRIBUTION SERVICE AGREEMENT




This Amendment No. 1 (“Amendment’) is hereby entered into between MAPCO Express, Inc., a Delaware
Corporation (“MAPCO”) and Core-Mark International, Inc., a Delaware corporation (“Core-Mark”) on
this 18th day of August, 2010 and amends that certain Distribution Service Agreement executed by
MAPCO and Core-Mark, with an effective date of December 31, 2007 (the “Agreement”).



RECITALS




On December 28, 2007, MAPCO and Core-Mark signed a certain DISTRIBUTION SERVICE AGREEMENT, with an
effective date of December 31, 2007.



AMENDMENT




NOW THEREFORE, in consideration of the covenants and promises in the Agreement and in this
Amendment between MAPCO and Core-Mark, the sufficiency and adequacy of which is agreed to and
acknowledged, the parties hereto agree to amend the following specific terms of the Agreement as
set forth herein. All other terms, conditions and provisions of the Agreement shall continue in
full force and effect.



ARTICLE III

PAYMENT TERMS




Section 3.2 of the Agreement is deleted in its entirety and replaced with the following.




3.2 Confirmation. MAPCO shall have the right to an annual audit during the term of
this Agreement and for a period of twelve (12) months after the termination of this Agreement. Any
obligations whatsoever by either company arising out of any audit shall under no circumstances
pre-date the most recent prior audit or the prior 12 month period, whichever is shorter in time.
MAPCO may nominate an independent certified public accountant, reasonably acceptable to Core-Mark,
who shall have access to Core-Mark’s records during reasonable business hours for the purpose of
verifying the payments due to or made by MAPCO under this Agreement; provided, however, that MAPCO
may not exercise this right more than once in any calendar year. Such independent certified public
accountant may disclose information to MAPCO only if it is relevant to the accuracy of the payments
made in accordance with this Agreement. The expense of such independent certified public
accountant shall be paid by MAPCO unless verification indicates that MAPCO has overpaid Core-Mark
by [* * *] or more during the audited period, in which case such expenses shall be paid by
Core-Mark.



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[* * *] CONFIDENTIAL TREATMENT




ARTICLE IV

TERM AND TERMINATION




Section 4.1 of the Agreement is deleted in its entirety and replaced with the following.



4.1 Term. This Agreement shall commence on December 31, 2007 and, unless earlier
terminated in accordance with terms of this Agreement, or by mutual consent of the parties, will
continue thereafter until December 31, 2013; provided, however, that after January 1, 2011, MAPCO
and Core-Mark shall be entitled to provide the other with a 12 month termination notice. In the
event either party exercises such termination right, all terms and conditions of this Agreement
will apply during the 12 month notice period. Upon termination of this Agreement, Core-Mark and
MAPCO will fulfill their respective obligations hereunder with respect to all orders that have been
placed by the stores and/or delivered by Core-Mark prior to the effective date of such termination.



ARTICLE V

COMPENSATION




Article V of the Agreement is amended to add the following sections:




5.4 Effective January 1, 2011, the parties agree that the following additional payments will
be (or will have been) provided to MAPCO by Core-Mark:



a. [* * *] to the MAPCO Charity Golf Event for each of calendar years 2011, 2012 and 2013,
provided the Agreement and any amendments thereto are still in full force and effect and have not
been terminated.



b. [* * *] per year (for no more than three years) that the Agreement is continued for a full
calendar year beyond December 31, 2010. Each respective year’s payment is payable by the last day
of January 2011, the last day of January 2012 and the last day of January 2013. Notwithstanding
any other provision of this Agreement, payments pursuant to this paragraph are only owed if the
Agreement and any amendments thereto are still in full force and effect and have not been
terminated. In the event that, for whatever reason, payment is made pursuant to this paragraph,
and either party ends the Agreement prior to the full 12 month period for which payment under this
paragraph is made, MAPCO shall immediately repay the prorated portion of the [* * *] for that
period of time (if any) for which payment was made and services not rendered.



5.5 Upon execution of this amendment, the following additional payments will have been provided to
MAPCO by Core-Mark:



a. [* * *] as a one-time non-refundable contract Extension Bonus Incentive payment. The
parties agree that Core-Mark made such payment in 2009.



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[* * *] CONFIDENTIAL TREATMENT




ARTICLE VI

MISCELLANEOUS




Article VI is amended to add the following section:




6.22 Removal of Term. Notwithstanding any provision of the Agreement, any reference
to, or obligation(s) arising from, Exhibit “D” (the “VENDOR CONSOLIDATION INITIATIVE”) of the
Agreement shall be removed and have no force or effect whatsoever. MAPCO and Core-Mark have agreed
to simply reference the removal of Exhibit “D” and any obligations created thereby from the
Agreement in this provision, rather than omit Exhibit “D” from each and every place where it is
referenced in the Agreement. All provisions modified by this provision shall be interpreted in the
manner most consistent with the original intent of the parties, less any reference to, or
obligations created by, Exhibit “D”.



It is understood that both parties will strive to initiate Vendor Consolidation opportunities
through Vendor where both MAPCO and Vendor determine such consolidation to be mutually beneficial,
however, this agreement does not commit MAPCO or Vendor to any specific vendor consolidation
purchase requirements.



At MAPCO’s sole discretion, during the term of this agreement, stores currently (as of August 12,
2010) receiving two (2) deliveries per week can be designated by MAPCO to receive one (1) delivery
per week. For each store whereby MAPCO determines that weekly delivery will be permanently reduced
from two (2) deliveries per week to one (1) delivery per week, VENDOR shall compensate MAPCO at the
rate of [* * *] (per store) for each week that one (1) weekly delivery has been made. Any payments
earned by MAPCO for such reduced deliveries will be paid quarterly and included with all other
MAPCO quarterly payments received from VENDOR.



IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized
representatives, effective as of the final date this Amendment is executed.



	 	 	 
	MAPCO Express Inc.

	 	CORE-MARK INTERNATIONAL, INC.
	a Delaware corporation

	 	a Delaware corporation
	 
	 	 
	By: /s/ Anthony Miller

	 	By: /s/ Thomas Berry
	 


	 	 



	 

	 	Thomas Barry

	 

	 	VP National Accounts & Retail Services

	Date 8-20-10

	 	Date August 19, 2010

	 
	 	 
	/s/ Danny C. Norris
	 	 
	 

8/23/2010

	 	 
	V.P. / Finance