Exhibit 10.1





Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT




THIS THIRD AMENDMENT TO CREDIT AGREEMENT and FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
(this “Amendment”), dated as of February 2, 2010, 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, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the
Lenders (in such capacity, “Administrative Agent”), JPMORGAN CHASE BANK, N.A. and BANK OF
MONTREAL, as Co-Lead Arrangers, JPMORGAN CHASE BANK, N.A., BANK OF MONTREAL and WACHOVIA CAPITAL
FINANCE CORPORATION (WESTERN), as Joint Bookrunners, BANK OF MONTREAL and 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
(i) 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, and that certain letter agreement to Credit
Agreement, dated January 31, 2009 (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”) and (ii) that certain Pledge and Security
Agreement, dated as of October 12, 2005 (as the same may be modified, supplemented or
amended from time to time, the “Security 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 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.
	 
	 	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.




 


 









 










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:






“Canadian Qualified Lender” means a financial institution that is listed on
Schedule I, II, or III of the Bank Act (Canada) or is not a foreign bank for
purposes of the Bank Act (Canada), and if such financial institution is not
resident in Canada and is not deemed to be resident in Canada for purposes of the
Income Tax Act (Canada), that financial institution deals at arm’s length with
Canadian Borrower for purposes of the Income Tax Act (Canada).




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



	 	 	 	 	 	 	 
	 	 	 	 	Commitment Fee	 
	Level	 	Line Usage	 	Rate	 
	I	 	Greater than 33%
	 	 	0.50	%
	II	 	Less than or equal to 33%
	 	 	0.625	%







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.




“Line Usage” means, for any period, the percent equal to (a) the average
daily aggregate amount of outstanding Revolving Exposure for all Lenders for such
period divided by (b) the average aggregate amount of Revolving
Commitments for all Lenders during such period.




“Suppressed Availability” means, as of any date of determination, the
result (so long as it is a positive number) of (a) the Borrowing Base as of such
date, minus (b) the total Revolving Commitments as of such date; if the result of
the foregoing is a negative number, then Suppressed Availability is zero.




“Third Amendment” means, that certain Third Amendment to Credit Agreement
and First Amendment to Pledge and Security Agreement, dated as of February 2, 2010,
by and among the Borrowers, the Lenders party thereto and the Administrative Agent.


“Third Amendment Effective Date” means the “Third Amendment Effective Date”
as defined in the Third Amendment.




 


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	 	(b)	 	The definition of “Alternate Base Rate” in Section 1.01 of the Existing
Credit Agreement is hereby amended and restated to read in its entirety as follows:






“ “Alternate Base Rate” means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate
for a one month Interest Period on such day (or if such day is not a Business Day,
the immediately preceding Business Day) plus 1%, provided that, for the avoidance
of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing
on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at
approximately 11:00 a.m. London time on such day (without any rounding). Any
change in the Alternate Base Rate due to a change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and
including the effective date of such change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate, respectively.”




	 	(c)	 	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 (x) 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), and (y) from and after the
Third 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 the caption “Eurodollar Spread” or “CDOR Spread”, as
the case may be, based upon Holdings’ consolidated EBITDA for the trailing 12 month
period as of the most recent determination date:



	 	 	 
	 	 	Eurodollar Spread
	EBITDA	 	and CDOR Spread
	Category 1
≥$90,000,000
	 	2.75%
	 
	 	 
	Category 2

<$90,000,000
≥$80,000,000
	 	3.00%
	 
	 	 
	Category 3

<$80,000,000
≥$65,000,000
	 	3.25%
	 
	 	 
	Category 4
<$65,000,000
	 	3.50%






 


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For purposes of the foregoing, (a) the initial Applicable Rate as of the Third
Amendment Effective Date shall be the applicable rate per annum set forth above
in Category 3, (b) thereafter, the Applicable Rate shall be determined as of the
end of each fiscal quarter of Holdings based upon Holdings’ annual or quarterly
consolidated financial statements delivered pursuant to Section 5.01, commencing
with the later of (i) delivery of the quarterly consolidated financial statements
for the fiscal quarter ending December 31, 2009, or (ii) 90 days after the Third
Amendment Effective Date, and (c) each change in the Applicable Rate resulting from
a change in EBITDA shall be effective during the period commencing on and including
the date of delivery to the Administrative Agent of such consolidated financial
statements indicating such change and ending on the date immediately preceding the
effective date of the next such change, provided that if the Borrowers fail
to deliver the annual or quarterly consolidated financial statements required to be
delivered by them pursuant to Section 5.01 (and if no waiver or consent with
respect thereto has been delivered) EBITDA shall be deemed to be in the Category
that is one Category higher than the Category corresponding to EBITDA reported by
Holdings in its most recently delivered required financial statements at the option
of the Administrative Agent or at the request of the Required Lenders, during the
period from the expiration of the time for delivery thereof until such consolidated
financial statements are delivered.”




	 	(d)	 	The definition of “Borrowing Base” in Section 1.01 of the Existing Credit
Agreement is hereby amended and restated to read in its entirety as follows:






“ “Borrowing Base” means, at any time, the sum of (a) the product of (i)
85% multiplied by (ii) the Borrower’s Eligible Accounts at such time minus
the Dilution Reserve, plus (b) the lesser of (i) the product of (x) 65%
multiplied by (y) the Borrower’s Eligible Inventory (excluding Eligible Inventory
consisting of unaffixed tax stamps), valued at the lower of cost or market value,
determined on a first-in-first-out basis, at such time, and (ii) the product of (x)
85% multiplied by (y) the Net Orderly Liquidation Value of the Borrower’s Inventory
identified as “eligible” in the most recent inventory appraisal ordered by the
Administrative Agent (excluding Eligible Inventory consisting of unaffixed tax
stamps), plus (c) 90% of Eligible Unaffixed Tax Stamps on hand,
plus (d) 100% of unrestricted cash and cash equivalents held at, and
subject to a first-priority lien in favor of, the Administrative Agent,
minus (e) Collateral Reserves; provided that up to two times per
calendar year (but never more than once in any six-month period or more than a
total of 60 days during any calendar year), the Borrowers may include in the
Borrowing Base an Inventory overadvance in an amount not to exceed either (i)
$5,000,000 more than the Inventory component of the Borrowing Base from time to
time under clause (b) above or (ii) an additional 5% of the Net Orderly Liquidation
Value of the Borrowers’ Inventory identified as “eligible” in the most recent
inventory appraisal ordered by the Administrative Agent above the Inventory
component of the Borrowing Base from time to time under clause (b) above. The
Borrowing Base at any time shall be determined by reference to the most recent
Borrowing Base Certificate delivered to the Administrative Agent pursuant to
Section 5.01(g) of this Agreement.”




	 	(e)	 	The definition of “Canadian Tobacco Tax Reserve” in Section 1.01 of the
Existing Credit Agreement is hereby amended and restated to read in its entirety as
follows:




 


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“ “Canadian Tobacco Tax Reserve” means a Reserve for Canadian tobacco tax
liabilities net of or less restricted cash specifically reserved for such purpose
and less the notional value of standby letters of credit specifically issued for
such purpose which Reserve will constitute a Collateral Reserve on the Effective
Date, provided that in the event that either (a) a Default or Event of
Default has occurred and is continuing or (b) Availability is less than
$60,000,000, such Reserve shall constitute an Exposure Reserve; provided,
however, that Administrative Agent may, in its sole discretion, continue to
treat such Reserve as a Collateral Reserve for up to sixty (60) consecutive days in
any calendar year so long as: (i) no Default or Event of Default has occurred and
is continuing during such period; (ii) Suppressed Availability exceeds $50,000,000
at all times during such period; (iii) Availability is greater than $10,000,000 at
all times during such period; and (iv) Borrowers have not exercised their rights to
increase the Revolving Commitments to $300,000,000 under Section 2.21 prior to or
during such period.”




	 	(f)	 	The definition of “Eligible Equipment” in Section 1.01 of the Existing Credit
Agreement is hereby deleted in its entirety.
	 
	 	(g)	 	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 February 2, 2014 or any earlier date on which the
Commitments are reduced to zero or otherwise terminated pursuant to the terms
hereof.”




	 	(h)	 	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 Third 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;”




	 	(i)	 	The definition of “PP&E Component” in Section 1.01 of the Existing Credit
Agreement is hereby deleted in its entirety.
	 
	 	(j)	 	The definition of “Revolving Commitment” in Section 1.01 of the Existing
Credit Agreement is hereby amended and restated to read in its entirety as follows:






“ “Revolving Commitment” means, with respect to each Lender, the commitment
of such Lender to make Revolving Loans and to acquire participations in Letters of
Credit, Overadvances and Swingline Loans hereunder, expressed as an amount
representing the maximum possible aggregate amount of such Lender’s Revolving
Exposure hereunder, as such commitment may be (a) increased from



 


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time to time pursuant to Section 2.21 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 9.04;
provided that the aggregate Revolving Commitments shall not at any time
exceed $300,000,000. The initial amount of each Lender’s Revolving Commitment is
set forth on the Commitment Schedule, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The aggregate amount of the Lenders’ Revolving Commitments as of the
Third Amendment Effective Date is $200,000,000. The Revolving Commitments include
the Canadian Revolving Commitments available pursuant to the Canadian Subfacility
in an aggregate amount not to exceed Cdn.$110,000,000.”




	 	(k)	 	The first sentence of Section 2.12(a) of the Existing Credit Agreement is
hereby amended and restated to read in its entirety as follows:






“The Borrowers agree to pay to the Administrative Agent for the account of each
Lender an unused commitment fee, which shall accrue (x) at all times prior to the
Third Amendment Effective Date, at the rate provided in the Existing Credit
Agreement (as defined in the Third Amendment) and (y) from and after the Third
Amendment Effective Date, at the Commitment Fee Rate on the average daily amount of
the Available Revolving Commitment of such Lender during the period from and
including the Effective Date to but excluding the date on which the Lenders’
Revolving Commitments terminate.”




	 	(l)	 	The first sentence of Section 2.12(b) of the Existing Credit Agreement is
hereby amended and restated to read in its entirety as follows:






“The Borrowers agree to pay (i) to the Administrative Agent for the account of each
Revolving Lender (who is not a Canadian Lender) a participation fee with respect to
its participations in Letters of Credit, which shall accrue (A) with respect to
standby Letters of Credit, (x) at all times prior to the Third Amendment Effective
Date, at the rate provided in the Existing Credit Agreement (as defined in the
Third Amendment) and (y) from and after the Third Amendment Effective Date, at a
rate equal to the Applicable Rate used to determine the interest rate applicable to
Eurodollar Revolving Loans minus 0.50% on the average daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) and (B) with respect to documentary Letters of Credit, (x) at all
times prior to the Third Amendment Effective Date, at the rate provided in the
Existing Credit Agreement (as defined in the Third Amendment) and (y) from and
after the Third Amendment Effective Date, at a rate equal to the Applicable Rate
used to determine the interest rate applicable to Eurodollar Revolving Loans
minus 0.50% on the average daily amount of such Lender’s LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements), in
each case during the period from and including the Effective Date to but excluding
the later of the date on which such Lender’s Revolving Commitment terminates and
the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to
the Issuing Bank a fronting fee, which shall accrue (x) at all times prior to the
Third Amendment Effective Date, at the rate provided in the Existing Credit
Agreement (as defined in the Third Amendment) and (y) from and after the Third
Amendment Effective Date, at the rate of 0.125% per annum (or such other rate


 


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as agreed to between Borrowers and the applicable Issuing Bank) on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective
Date to but excluding the later of the date of termination of the Revolving
Commitments and the date on which there ceases to be any LC Exposure, as well as
the Issuing Bank’s standard fees (including standard fees with respect to the
Existing Letters of Credit) with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder.”




	 	(m)	 	The first sentence of Section 2.21(a) of the Existing Credit Agreement is
hereby amended and restated to read in its entirety as follows:






“Provided there exists no Default or Event of Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrowers may
from time to time request an increase in the aggregate Revolving Commitments by an
amount not less than $10,000,000 for any such increase and not exceeding
$100,000,000 for all such increases; provided that any increase in the aggregate
Revolving Commitments pursuant to this Section 2.21 shall not result in an increase
in the amount of any of the subfacilities contained in this Agreement.”




	 	(n)	 	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 $35,000,000
(subject to Availability increases to more than $35,000,000 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;”




	 	(o)	 	Section 5.01(h)(iii) of the Existing Credit Agreement is hereby amended and
restated in its entirety as follows:






“(iii) a worksheet of calculations prepared by the Administrative Borrower to
determine Eligible Accounts and Eligible Inventory, such worksheets detailing the
Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and
the reason for such exclusion; and”




	 	(p)	 	Section 5.01(j)(iii) of the Existing Credit Agreement is hereby amended and
restated in its entirety as follows:






“(iii) [Intentionally Omitted]”


 


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	 	(q)	 	Section 5.09 of the Existing Credit Agreement is hereby amended and restated
in its entirety as follows:






“SECTION 5.09. Insurance. Each Loan Party will, and will cause each
Subsidiary to, maintain with financially sound and reputable carriers having a
financial strength rating of at least A- by A.M. Best Company insurance in such
amounts and against such risks (including loss or damage by fire and loss in
transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal
activities; business interruption; and general liability) and such other hazards,
as is customarily maintained by companies of established repute engaged in the same
or similar businesses operating in the same or similar locations. The Borrowers
will furnish to the Administrative Agent, upon request, information in reasonable
detail as to the insurance so maintained.”




	 	(r)	 	Section 5.11 of the Existing Credit Agreement is hereby amended and restated
to read in its entirety as follows:






“SECTION 5.11. Appraisals and Field Examinations. At any time that the
Administrative Agent reasonably requests, the Borrowers and the Subsidiaries will
(a) provide the Administrative Agent with appraisals or updates thereof of their
Inventory from an appraiser selected and engaged by the Administrative Agent, and
prepared on a basis satisfactory to the Administrative Agent, such appraisals and
updates to include, without limitation, information required by applicable law and
regulations; and (b) permit the Administrative Agent to conduct a field examination
of the Collateral and business operations of the Borrowers and the Subsidiaries;
provided, however, that if no Default or Event of Default has
occurred and is continuing, only one such appraisal per calendar year and two such
field examinations per calendar year shall be at the sole expense of the Loan
Parties (it being understood that any appraisals or field examinations commenced
while a Default or Event of Default exists shall be at the sole expense of the Loan
Parties). Notwithstanding the forgoing, Administrative Agent may, in its sole
discretion, waive an appraisal of the Inventory and one field examination in any
calendar year where Availability has been in excess of $100,000,000 for ninety (90)
consecutive days.”




	 	(s)	 	Section 6.02(i) of the Existing Credit Agreement is hereby amended and
restated to read in its entirety as follows:






“(i) Liens arising under operating leases on Equipment.”




	 	(t)	 	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 after the
Third Amendment Effective Date not to exceed $30,000,000, and”


 


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	 	(u)	 	Section 6.12 of the Existing Credit Agreement is hereby amended and restated
to read in its entirety as follows:






“Section 6.12. Interest Deduction The Canadian Borrower will not, in
respect of any fiscal year ending in or prior to 2008, without delivering to the
Administrative Agent prior notice of such proposed deduction and evidence of
compliance with all Canadian withholding tax requirements arising in connection
with such proposed deduction, claim a deduction for any interest or other amounts
paid to the Administrative Agent in respect of the Loans (excluding Canadian
Revolving Loans and the Canadian Swingline Loans) in computing its taxable income
earned in Canada for purposes of the Income Tax Act (Canada).”




	 	(v)	 	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 $30,000,000, 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
fiscal quarter of Holdings most recently ended on the date that Availability was
first less than $30,000,000, 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
$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 requirements of this Section 6.13 shall no
longer be deemed to be triggered.”




	 	(w)	 	The following paragraph contained in Article VIII of the Existing Credit
Agreement is hereby deleted in its entirety:






“Each Canadian Lender (including, without limitation, any assignee or transferee of
all or any part of any of the Obligations owing by the Canadian Borrower) that is
not a Canadian resident, or an “authorized foreign bank” (as such term is defined
in the Income Tax Act (Canada)), for Canadian tax purposes shall deliver to the
Administrative Agent (if it is then permitted to do so under law) two original
copies (one for the Borrower) of such other form or forms as may be required under
a Canadian tax treaty or any provision of Canadian federal or provincial law as a
condition to or exemption from, or reduction of, Canadian withholding tax, if such
Lender is so qualified. Such Canadian Lender agrees to promptly notify the
Administrative Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction.”




	 	(x)	 	The second to last paragraph contained in Article VIII of the Existing Credit
Agreement is hereby amended and restated to read in its entirety as follows:






“Each Canadian Lender hereby certifies that it is a Canadian Qualified Lender.”


 


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	 	(y)	 	Section 9.04(b)(i)(A) of the Existing Credit Agreement is hereby amended and
restated to read in its entirety as follows:






“(A) the Administrative Borrower, provided that no consent of the
Administrative Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender (other than an assignment by a Canadian Lender to a Lender or
an Affiliate which is not a Canadian Qualified Lender) or an Approved Fund or, if a
Default or an Event of Default has occurred and is continuing, any other assignee;”




	 	(z)	 	The third sentence contained in Section 9.04(c)(ii) of the Existing Credit
Agreement is hereby amended and restated to read in its entirety as follows:






“For greater certainty, any Canadian Lender that intends to sell a participation to
a Person which is not a Canadian Qualified Lender shall give prior written notice
thereof to the Canadian Borrower.”




	 	(aa)	 	The Commitment Schedule attached to the Existing Credit Agreement is hereby
amended and replaced in its entirety with the Commitment Schedule attached to this
Amendment.
	 
	 	2.	 	Amendments to Security Agreement.
	 
	 	(a)	 	Section 3.11 of the Security Agreement is hereby amended and restated in its
entirety as follows:






“3.11 Filing Requirements. None of the Collateral is of a type for which
security interests or liens may be perfected by filing under any federal statute
except for (a) vehicles and (b) Patents, Trademarks and Copyrights held by each
Grantor and described in Exhibit D.”




	 	(b)	 	Section 4.3(d) of the Security Agreement is hereby amended and restated in
its entirety as follows:






“(d) [Intentionally Omitted].”




	 	(c)	 	Section 4.3(e) of the Security Agreement is hereby amended and restated in
its entirety as follows:






“(e) Titled Vehicles. Each Grantor will give the Administrative Agent
notice of its acquisition of any vehicle covered by a certificate of title and
deliver to the Administrative Agent, upon request, the original of the vehicle
title certificate with respect to any such vehicle and upon Administrative Agent’s
request after the occurrence and during the continuance of an Event of Default,
provide and/or file all other documents or instruments necessary to have the Lien
of the Administrative Agent noted on any such certificate or with the appropriate
state office.”




	 	3.	 	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 0.50% of such Lender’s aggregate
Commitment (calculated after giving effect to the amendments contained herein), which amendment fees
shall be fully earned and due and payable on the date hereof.






 


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	 	4.	 	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
“Third 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 Letters. Administrative Agent shall have
received two Amendment Fee Letters, each in form and substance satisfactory to
Administrative Agent, executed by Borrowers (each, an “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 3 hereof; and (ii) all fees payable in connection with this Amendment
pursuant to each 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.






	 	5.	 	Assignment. On the Third Amendment Effective Date, but immediately
prior to giving effect to the amendments contained in Section 2 of this Amendment,
Harris N.A. hereby agrees to sell and assign without representation, recourse, or
warranty (except that Harris N.A. represents it has authority to execute and deliver
this Amendment and sell its Obligations contemplated hereby, which Obligations are
owned by Harris N.A. free and clear of all Liens), and Bank of Montreal hereby agrees
to purchase, 100% of Harris N.A.’s outstanding Obligations under the Credit Agreement
and the Loan Documents for a purchase price equal to the outstanding principal balance
of Loans and accrued but unpaid interest and fees owed to Harris N.A. under the Credit
Agreement as of the Third Amendment Effective Date, which purchase price shall be paid
in immediately available funds on the Third Amendment Effective Date. Upon the
execution and delivery of this Amendment by Harris N.A., the Lenders, and the
Borrowers and the payment of the Obligations owing to Harris N.A., Harris N.A. shall
cease to be a Lender under the Credit Agreement and the other Loan Documents and (i)
Bank of Montreal shall have the rights of Harris N.A.




 


11









 











	 	 	 	thereunder subject to the terms and conditions hereof and (ii) Harris N.A. shall have
relinquished its rights (other than rights that survive the repayment of the
Obligations owed to Harris N.A. in accordance with the terms of the Credit Agreement)
and be released from its obligations under the Credit Agreement. The parties hereto
agree that, except as provided for in the preceding sentence, all references in the
Loan Documents to the Lenders or any Lender shall from and after the date hereof no
longer include Harris N.A.
	 
	 	6.	 	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 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.






	 	7.	 	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.
	 
	 	8.	 	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.




 


12









 











	 	9.	 	Reference to and Effect on the Loan Documents.






	 	a.	 	Upon and after the Third 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 Third 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.
	 
	 	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.






	 	10.	 	Ratification. Each Borrower hereby restates, ratifies and reaffirms
each and every term and condition set forth in the Credit Agreement and the Security
Agreement, as amended hereby, and the Loan Documents effective as of the date hereof.
	 
	 	11.	 	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.
	 
	 	12.	 	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.
	 
	 	13.	 	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.





 


13









 










	 	14.	 	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]



 


14









 







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 	 



 


15









 







	 	 	 	 	 
	 	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 	 
	 




 


16











 



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/ Kevin D. Padgett

 	 	 
	 	Name:  	Kevin D. Padgett 	 	 
	 	Title:  	Vice President 	 	 
	 



	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,
 TORONTO BRANCH,

as a Canadian Lender

 	 	 
	By  	/s/ Steve Voigt
 	 	 
	 	Name:  	Steve Voigt 	 	 
	 	Title:  	Senior Vice President 	 	 



 


17









 





	 	 	 	 	 



	 	 	 	 	 
	BANK OF AMERICA, N.A.,

as a Revolving Lender

 	 	 
	By  	/s/ Gregory A. Jones
 	 	 
	 	Name:  	Gregory A. Jones 	 	 
	 	Title:  	SVP 	 	 
	 



	 	 	 	 	 
	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 	 	 



 


18









 





	 	 	 	 	 



	 	 	 	 	 
	WACHOVIA CAPITAL FINANCE
 CORPORATION (WESTERN),

as a Revolving Lender

 	 	 
	By  	/s/ Juan Barrera
 	 	 
	 	Name:  	Juan Barrera 	 	 
	 	Title:  	Vice President 	 	 
	 



	 	 	 	 	 
	WACHOVIA CAPITAL
 FINANCE CORPORATION (CANADA),

as a Canadian Lender

 	 	 
	By  	/s/ Juan Barrera
 	 	 
	 	Name:  	Juan Barrera 	 	 
	 	Title:  	Vice President 	 	 



 


19









 





	 	 	 	 	 



	 	 	 	 	 
	UNION BANK, N.A.,

as a Revolving Lender

 	 	 
	By  	/s/ Michele Scafani
 	 	 
	 	Name:  	Michele Scafani 	 	 
	 	Title:  	Vice President 	 	 
	 
	UNION BANK, N.A., CANADA BRANCH

as a Canadian Lender

 	 	 
	By  	/s/ Michele Scafani
 	 	 
	 	Name:  	Michele Scafani 	 	 
	 	Title:  	Vice President 	 	 



 


20









 





	 	 	 	 	 



	 	 	 	 	 
	THE BANK OF NOVA SCOTIA,

as a Revolving Lender and a Canadian Lender

 	 	 
	By  	/s/ Patrik G. Norris
 	 	 
	 	Name:  	Patrik G. Norris 	 	 
	 	Title:  	Director 	 	 



 


21









 





	 	 	 	 	 



	 	 	 	 	 
	BANK OF MONTREAL,

as a Revolving Lender

 	 	 
	By  	/s/ Michael W. Scolaro
 	 	 
	 	Name:  	Michael W. Scolaro 	 	 
	 	Title:  	Managing Director 	 	 
	 
	BANK OF MONTREAL,

as a Canadian Lender

 	 	 
	By  	/s/ Sean P. Gallaway
 	 	 
	 	Name:  	Sean P. Gallaway 	 	 
	 	Title:  	Vice President 	 	 



 


22









 





	 	 	 	 	 



[PAGE INTENTIONALLY LEFT BLANK]




 


23









 







	 	 	 	 	 
	HARRIS N.A.

 	 	 
	By  	/s/ Michael W. Scolaro
 	 	 
	 	Name:  	Michael W. Scolaro 	 	 
	 	Title:  	Managing Director 	 	 



 


24









 





	 	 	 	 	 



COMMITMENT SCHEDULE




	 	 	 	 	 	 	 	 	 
	 	 	Revolving	 	 	Canadian	 
	Lender	 	Commitment	 	 	Commitment	 
	JPMorgan Chase Bank, N.A.
	 	$	45,000,000	 	 	cdn.$	24,750,000
	Wachovia Capital Finance
Corporation (Western)
	 	$	45,000,000	 	 	cdn.$	0	 
	Wachovia Capital Finance
Corporation (Canada)
	 	$	0	 	 	cdn.$	24,750,000	 
	Bank of America, N.A.
	 	$	25,000,000	 	 	cdn.$	13,750,000	 
	Union Bank, N.A.
	 	$	20,000,000	 	 	cdn.$	11,000,000	 
	The Bank of Nova Scotia
	 	$	20,000,000	 	 	cdn.$	11,000,000	 
	Bank of Montreal
	 	$	45,000,000	 	 	cdn.$	24,750,000	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total
	 	$	200,000,000	 	 	cdn.$	110,000,000	 
	 
	 	 	 	 	 	 






 


25









 





ANNEX A



See attached.





 


26











 




CORE-MARK INTERNATIONAL, INC.




					
	 	 	 	 	 
	 
	 	SCHEDULE OF INTELLECTUAL PROPERTY
	 	ANNEX A






Trademarks




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mark	 	Legal Entity	 	 	Country	 	 	Classes	 	 	App. No.	 	 	App. Date	 	 	Reg. No.	 	 	Reg. Date	 	 	Status	 
	ARCADIA BAY
	 	Core-Mark International, Inc.	 	United States	 	 	30	 	 	 	75/441,335	 	 	 	2/26/98	 	 	 	2,216,513	 	 	 	1/5/1999	 	 	Registered
	ARCADIA BAY
	 	Core-Mark International, Inc.	 	United States	 	 	35	 	 	 	75/501,429	 	 	 	6/11/98	 	 	 	2,323,187	 	 	 	2/29/2000	 	 	Registered
	CABLE CAR
	 	Core-Mark International, Inc.	 	United States	 	 	29, 30, 31	 	 	 	72/333,672	 	 	 	7/28/69	 	 	 	0,929,258	 	 	 	2/15/72	 	 	Registered
	CABLE CAR (and design)
	 	Core-Mark International, Inc.	 	Canada	 	NA	 	 	887,595	 	 	 	8/14/98	 	 	TMA515,324	 	 	 	8/25/99	 	 	Registered
	CABLE CAR (and design)
	 	Core-Mark International, Inc.	 	United States	 	 	30	 	 	 	75/177,978	 	 	 	10/07/96	 	 	 	2,108,906	 	 	 	10/28/97	 	 	Registered
	CABLE CAR (and design)
	 	Core-Mark International, Inc.	 	United States	 	 	29, 30	 	 	 	77/363,344	 	 	 	1/3/08	 	 	 	3,574,884	 	 	 	2/17/09	 	 	Registered
	CABLE CAR SINCE 1890 & Design
	 	Core-Mark International, Inc.	 	United States	 	 	30	 	 	 	74/354,407	 	 	 	2/1/93	 	 	 	1,810,976	 	 	 	12/14/93	 	 	Registered
	CORE-MARK
	 	Core-Mark International, Inc.	 	Canada	 	NA	 	 	480,956	 	 	 	1/15/82	 	 	TMA272,823	 	 	 	10/15/82	 	 	Registered
	CORE-MARK
	 	Core-Mark International, Inc.	 	United States	 	 	42	 	 	 	73/360,195	 	 	 	4/16/82	 	 	 	1,283,707	 	 	 	6/26/84	 	 	Registered
	CORE-MARK INTERNATIONAL & Design (New Design Logo)
	 	Core-Mark International, Inc.	 	United States	 	 	42	 	 	 	74/389,810	 	 	 	5/13/93	 	 	 	1,834,121	 	 	 	5/3/94	 	 	Registered
	CORE-MARK INTENRATIONAL & Design Logo (YOU CAN COUNT ON US)
	 	Core-Mark International, Inc.	 	United States	 	 	42	 	 	 	74/391,973	 	 	 	5/18/93	 	 	 	1,834,123	 	 	 	5/3/94	 	 	Registered
	EMERALD
	 	Core-Mark International, Inc.	 	United States	 	 	16	 	 	 	74/278,498	 	 	 	5/26/92	 	 	 	1,930,380	 	 	 	10/31/95	 	 	Registered






 


 









 





CORE-MARK INTERNATIONAL, INC.




					
	 	 	 	 	 
	 
	 	SCHEDULE OF INTELLECTUAL PROPERTY
	 	ANNEX A






Trademarks



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mark	 	Legal Entity	 	 	Country	 	 	Classes	 	 	App. No.	 	 	App. Date	 	 	Reg. No.	 	 	Reg. Date	 	 	Status	 
	EMERALD
	 	Core-Mark International, Inc.	 	United States	 	 	16	 	 	 	76/354,062	 	 	 	12/31/01	 	 	 	2,807,166	 	 	 	1/20/04	 	 	Registered
	JAVA STREET (and design)
	 	Core-Mark International, Inc.	 	United States	 	 	35	 	 	 	75/849,949	 	 	 	11/16/99	 	 	 	2,429,626	 	 	 	2/20/01	 	 	Registered
	QUICKEATS
	 	Core-Mark International, Inc.	 	United States	 	 	35	 	 	 	78/912,119	 	 	 	6/20/06	 	 	 	3,390,137	 	 	 	2/26/08	 	 	Registered
	QUICKEATS
	 	Core-Mark International, Inc.	 	United States	 	 	43	 	 	 	78/912,123	 	 	 	6/20/06	 	 	 	3,337,314	 	 	 	11/13/07	 	 	Registered
	RICHLAND VALLEY
	 	Core-Mark International, Inc.	 	United States	 	 	29	 	 	 	77/113,939	 	 	 	2/22/07	 	 	 	 	 	 	 	 	 	 	Allowed
	RICHLAND VALLEY
	 	Core-Mark International, Inc.	 	United States	 	 	30	 	 	 	77/114,070	 	 	 	2/22/07	 	 	 	 	 	 	 	 	 	 	Allowed
	RICHLAND VALLEY
	 	Core-Mark International, Inc.	 	United States	 	 	32	 	 	 	77/113,953	 	 	 	2/22/07	 	 	 	 	 	 	 	 	 	 	Allowed
	RICHLAND VALLEY (and design)
	 	Core-Mark International, Inc.	 	United States	 	 	29	 	 	 	77/116,349	 	 	 	2/26/07	 	 	 	 	 	 	 	 	 	 	Allowed
	RICHLAND VALLEY (and design)
	 	Core-Mark International, Inc.	 	United States	 	 	30	 	 	 	77/116,345	 	 	 	2/26/07	 	 	 	 	 	 	 	 	 	 	Allowed
	RICHLAND VALLEY (and design)
	 	Core-Mark International, Inc.	 	United States	 	 	32	 	 	 	77/113,975	 	 	 	2/22/07	 	 	 	 	 	 	 	 	 	 	Allowed






 


 









 





CORE-MARK INTERNATIONAL, INC.




					
	 	 	 	 	 
	 
	 	SCHEDULE OF INTELLECTUAL PROPERTY
	 	ANNEX A






Trademarks



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mark	 	Legal Entity	 	 	Country	 	 	Classes	 	 	App. No.	 	 	App. Date	 	 	Reg. No.	 	 	Reg. Date	 	 	Status	 
	SMARTSTOCK
	 	Core-Mark International, Inc.	 	Canada	 	NA	 	 	867,945	 	 	 	2/2/98	 	 	TMA737,108	 	 	 	3/27/09	 	 	Registered
	SMARTSTOCK
	 	Core-Mark International, Inc.	 	United States	 	 	35	 	 	 	75/334,833	 	 	 	8/2/97	 	 	 	2,271,065	 	 	 	8/17/99	 	 	Registered
	TASTEFULLY YOURS
	 	Core-Mark International, Inc.	 	United States	 	 	30	 	 	 	74/073,273	 	 	 	6/27/90	 	 	 	1,721,154	 	 	 	9/29/92	 	 	Registered
	TASTEFULLY YOURS
	 	Core-Mark International, Inc.	 	United States	 	 	29	 	 	 	74/234,229	 	 	 	12/30/91	 	 	 	1,711,973	 	 	 	9/1/92	 	 	Registered






Tradenames




The company uses and has registered a number of trade names including derivatives of the legal
corporate names listed on schedule 3.15. In addition, the company runs its two consolidation
warehouses using the names Allied Merchandising Industry and Artic Cascade and a number of
derivatives thereof.




 


 











 







					
	 
	 	CORE-MARK INTERNATIONAL, INC.

SCHEDULE OF INSURANCE

as of January 7, 2010
	 	ANNEX A






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Policy	 	Policy	 	 	 	AM Best	 	 	 	 	 	 	 	Deductible	 	 	 
	 	 	Policy	 	Number	 	Period	 	Carrier	 	Rate	 	Limits	 	 	 	 	Comments	 	Premium	 
	CASUALTY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1
	 	Commercial General Liability	 	HDO G24938153	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	$	3,000,000	 	 	Each Occurrence	 	$500,000 Deductible	 	$	116,587	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	Personal & Advertising Injury	 	(excluding ALAE)	 	(excl claim handling and loss control)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	Products-Completed Operations Aggregate	 	 	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	General Aggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Damage to Premises Rented to you
— Any one Premise	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Excluded	 	 	Medical Expense	 	 	 	 	 	 
	 
	 	Employee Benefits Liability	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Each Claim	 	 	 	 	 	 
	 
	 	(Claims Made)	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Aggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retro Date: 1/1/09	 	 	 	 	 	 
	2
	 	Business Automobile Liability	 	ISA H08583572	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	$	5,000,000	 	 	Liability — Any Auto	 	$500,000 Deductible	 	$	875,853	 
	 
	 	& Physical Damage	 	 	 	 	 	 	 	 	 	Statutory	 	 	Personal Injury Protection	 	(excluding ALAE)	 	(excl claim handling and loss control)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Statutory	 	 	Uninsured/Underinsured Motorists	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 	 	Comprehensive Deductible  — Owned Autos	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 	 	Collision Deductible  — Owned Autos	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Auto Physical Damage (Symbols 2 & 8)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 	 	Comprehensive Deductible	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 	 	Collision Deductible	 	 	 	 	 	 
	3
	 	Workers Compensation &	 	WLR C45709127	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	Statutory	 	 	Workers Compensation	 	$500,000 Deductible	 	$	735,047	 
	 
	 	Employers Liability	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(excluding ALAE)	 	(excl claim handling and loss control)	 
	 
	 	(Deductible)	 	 	 	 	 	 	 	 	 	 	 	 	 	Emploiyers Liability	 	 	 	 
	 
	 	(All states Except  Wisconsin)	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Accident — Each Accident	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Disease — Policy Limit	 	 	 	(incl assessments)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Disease — Each Employee	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Incl in WC Premium above)
	4
	 	Workers Compensation &	 	SCF C45709139	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	Statutory	 	 	Workers Compensation	 	$500,000 Deductible	 	 
	 
	 	Employers Liability	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(excluding ALAE)	 	 	 	 
	 
	 	(Retro)	 	 	 	 	 	 	 	 	 	 	 	 	 	Emploiyers Liability	 	 	 	 	 	 
	 
	 	(Wisconsin)	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Accident — Each Accident	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Disease — Policy Limit	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Disease — Each Employee	 	 	 	 	 	 
	5
	 	Umbrella Liability - Lead	 	XOO G24905159	 	1/1/2010 - 1/1/2011	 	ACE Property & Casualty Ins. Co.	 	A+ XV	 	$	25,000,000	 	 	Each Occurrence	 	$10,000 Self Insured Retention	 	$	180,392	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	General Aggregate	 	 	 	 	 	 
	6
	 	Excess Liability	 	LQ1 B71-073620-110	 	1/1/2010 - 1/1/2011	 	Liberty Insurance Underwriters, Inc.	 	A XV	 	$	35,000,000	 	 	Each Occurrence	 	 	 	$	78,000	 
	 
	 	 	 	 	 	 	 	(Liberty International)	 	 	 	$	35,000,000	 	 	General Aggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Excess of $25,000,000	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$5,000 Deductible - Per Claim or Corrective	 	 	 	 
	7
	 	Storage Tank Liability	 	G21858584 - 002	 	6/7/09 - 6/7/10	 	ACE American Insurance Company	 	A+ XV	 	$	2,000,000	 	 	Per Storage Tank Incident	 	Action Cost	 	$	690	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	Aggregate	 	Retrodate:  May 30, 1997	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	Aggregate Legal Defensive Expenses	 	 	 	 	 	 







 












 






					
	 
	 	CORE-MARK INTERNATIONAL, INC.

SCHEDULE OF INSURANCE

as of January 7, 2010
	 	ANNEX A





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Policy	 	Policy	 	 	 	AM Best	 	 	 	 	 	 	 	Deductible	 	 	 
	 	 	Policy	 	Number	 	Period	 	Carrier	 	Rate	 	Limits	 	 	 	 	Comments	 	Premium	 
	8
	 	Foreign Liability	 	CXCD36926235	 	1/1/2010 — 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	$	3,000,000	 	 	Per Occurrence	 	 	 		$8,050	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	Products/Completed Operations Aggregate	 	 	 	US$	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	Personal & Advertising Injury Agggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	Premises Damage Per Occurrence	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 	 	Medical Expenses Any One Person	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Employee Benefits Liability ($1,000 Deductible)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	Contingent Auto Liability	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Benefits for Voluntary Compensation —	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	North Americans — State of Hire	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Third Country Nationals — Country of Origin	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Local Nationals — Employers Liability only	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 	 	Policy Limit for Medical Assistance Services	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	EL — Each Accident — Bodily Injury by Accident	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	EL — Each Employee — Bodily Injury by Disease	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	EL — Policy Limit — Bodily Injury by Disease	 	 	 	 	 	 
	 
	 	Canadian General Liability	 	CGL322703	 	1/1/2010 — 1/1/2011	 	ACE-INA Insurance (Toronto, Canada)	 	A+ IX	 	$	3,000,000	 	 	Per Occurrence.  Bodily Injury, Property Damage, Personal Injury & Advertising Injury and
Employer’s Liability Combined.	 	Nil	 	 	$62,338	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	Products/Completed Operations Annual Agg	 	 	 	US$	 
	 
	 	Canadian Non-owned Auto Liability	 	 	 	 	 	 	 	 	 	 	 	 	 	Legal Liability For Bodily Injury To Or Death Of Any Person Or Damage To	 	 	 	 	 	 
	 
	 	(for Short-term Rental Units)	 	SPF425908	 	1/1/2010 — 1/1/2011	 	ACE-INA Insurance (Toronto, Canada)	 	A+ IX	 	$	3,000,000	 	 	Property Of Others Not In The Care, Custody Or Control Of The Insured.	 	Nil	 	 	$12,667	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	US$	 
	 
	 	Canadian Auto Liability	 	CAC301871	 	3/31/09 — 3/31/2010	 	ACE INA (Marsh — Calgary)	 	A+ IX	 	CAD 3,000,000	 	 	Per Occurrence.  Third Party Liability and Statutory Accident Benefits, CSL	 	CAD 5,000 Property Damage Reimbursement Deductible	 	CAD 112,607	 
	 
	 	PROPERTY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9
	 	Property	 	12815363	 	08/01/09 — 08/01/10	 	Lexington Insurance Co.	 	A XV	 	 	 	 	 	$25,000,000 lead — US Locations	 	$25,000/Core deductible	 	 	$838,766	 
	 
	 	including Boiler & Machinery	 	 	 	 	 	Southern Risk Specialists	 	 	 	 	 	 	 	Refer to Policy for additional sub-limits	 	Earth Movement:  $100,000 Per Occurrence EXCEPT	 	Excluding taxes	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Earth Movement California Locations:  5% TIV	 	 	 	 
	 
	 	and including ADC AND RDC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	per location / $250,000 (min)	 	and surcharges	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Flood:  $100,000 Per Occurrence EXCEPT	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Flood-Zone A Buildings: $500,000 Per Occ.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Flood-Zone A Contents: $500,000 Per Occ.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Flood-Zone A — Time Element: $100,000 Per Occ.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Named Windstorm in Tier 1 counties in AL, GA,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NC, SC, MS, LA, TX, VA and all of FL:  5%TIV	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	per location /$250,000 (min)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Inland Transit: $25,000	 	 	 	 
	9 (A)
	 	Property	 	9897653	 	8/1/09 — 8/1/10	 	AIG Commercial Insurance Company	 	A XV	 	 	 	 	 	$25,000,000 lead — Canada Locations	 	$25,000/Core	 	USD 61,234	 
	 
	 	Including Boiler & Machinery	 	 	 	 	 	of Canada	 	 	 	 	 	 	 	Refer to Policy for additional sub-limits	 	Earth Movement:  $100,000 Per Occurrence	 	Excluding provincial	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Flood:  $100,000 Per Occurrence	 	taxes	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Refer to policy for additional deductibles	 	 	 	 
	10
	 	Property	 	PL325709	 	8/1/09 — 8/1/10	 	Lloyd’s of London	 	A XV	 	 	 	 	 	$45,000,000 Part of $50,000,000	 	Refer to Cover Note for Excess Wording Clause	 	 	$92,778	 
	 
	 	Including Boiler & Machinery	 	 	 	 	 	 	 	 	 	 	 	 	 	Excess $25,000,000	 	 	 	Excluding taxes	 
	 
	 	and including ADC AND RDC	 	 	 	 	 	 	 	 	 	 	 	 	 	Program Sublimits Apply	 	 	 	and surcharges	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	for US Locations	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(One policy issued for US & Canada but	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Marsh Dallas bills for the US Locations &	 	 	 	USD 11,623	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Marsh Toronto bills for the Canada Locations)	 	 	 	for Canada locations	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Excluding provincial	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	taxes	 















 






					
	 
	 	CORE-MARK INTERNATIONAL, INC.

SCHEDULE OF INSURANCE

as of January 7, 2010
	 	ANNEX A





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Policy	 	Policy	 	 	 	AM Best	 	 	 	 	 	 	 	Deductible	 	 	 
	 	 	Policy	 	Number	 	Period	 	Carrier	 	Rate	 	Limits	 	 	 	 	Comments	 	Premium	 
	11
	 	Property Including Boiler &
Machinery and including ADC AND RDC	 	GEP2427	 	8/1/09 - 8/1/10	 	Lloyd’s of London	 	A XV	 	 	 	 	 	$5,000,000 Part of $50,000,000

Excess $25,000,000 Program Sublimits Apply	 	Refer to Cover Note for Excess Wording Clause	 	$	10,309	 
	 
	 		 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 	Excluding taxes and surcharges	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	for US Locations	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(One policy issued for US & Canada but	 	 	 	USD 1,546	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Marsh Dallas bills for the US Locations &	 	 	 	for Canada locations	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Marsh Toronto bills for the Canada Locations)	 	 	 	Excluding provincial	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	taxes	 
	12
	 	Property	 	XIN37628	 	8/1/09 - 8/1/10	 	Integon Specialty	 	A- IX	 	 	 	 	 	$25,000,000	 	Refer to Policy for Excess 	 	$	30,000	 
	 
	 	Including Boiler & Machinery	 	US Locations Only	 	 	 	 	 	 	 	 	 	 	 	Excess $75,000,000	 	Wording Clause	 	Excluding taxes	 
	 
	 	and including ADC AND RDC	 	 	 	 	 	 	 	 	 	 	 	 	 	Program Sublimits Apply	 	 	 	and surcharges	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	US Locations Only	 	 	 	NOT COVERED	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	for Canada	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	locations	 
	13
	 	Stand Alone Terrorism	 	TER2008004	 	2/15/09 - 2/15/10	 	Lloyds of London	 	A XV	 	 	 	 	 	$15,103,481	 	$10,000	 	$	7,000	 
	 
	 	for MN Warehouse	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Excluding taxes	 
	 
	 	3750 Wells Fargo Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	fee and surcharges	 
	 
	 	90 South 7th St.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Minneapolis, MN  55402	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total Property	 	#VALUE!	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Excluding taxes	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	and surcharges	 
	 
	 	FINPRO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14
	 	Directors & Officers Liability	 	ELU114376-09	 	11/01/09-11/01/10	 	XL Specialty Insurance Company	 	A XV	 	Limit (agg):	 	$25,000,000	 	$0 retention- Non-Indemnifiable Claims	 	$	450,000	 
	 
	 	 	 	 	 	 	 	(ELU)	 	 	 	 	 	 	 	 	 	$250,000 retention- Each Indemnifiable Claim	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$750,000 retention- Each Securities Claim	 	 	 	 
	15
	 	Directors & Officers Liability (Side A DIC)	 	V15WQ309PNDM	 	11/01/09-11/01/10	 	Beazley Insurance Company, Inc.	 	A VIII	 	Limit (agg):	 	$10,000,000 excess $25,000,000	 	above	 	$	110,000	 
	16
	 	Directors & Officers Liability (Side A DIC)	 	DFX0009945	 	11/01/09-11/01/10	 	Great American Insurance Company	 	A XIII	 	Limit (agg):	 	$10,000,000 excess $35,000,000	 	above	 	$	93,253	 
	17
	 	Directors & Officers Liability (Side A DIC)	 	MCN729336/01/2009	 	11/01/09-11/01/10	 	Axis Insurance Company	 	A XV	 	Limit (agg):	 	$10,000,000 excess $45,000,000	 	above	 	$	75,042	 
	18
	 	Directors & Officers Liability (Side A DIC)	 	DOC 5942529-01	 	11/01/09-11/01/10	 	Zurich American Insurance Company	 	A XV	 	Limit (agg):	 	$10,000,000 excess $55,000,000	 	above	 	$	61,500	 
	19
	 	Directors & Officers Liability (Side A DIC)	 	8210-9429	 	11/01/09-11/01/10	 	Federal Insurance Company (Chubb)	 	A++  XV	 	Limit (agg):	 	$5,000,000 excess $65,000,000	 	above	 	$	26,000	 
	20
	 	Fiduciary Liability	 	MCN735529/01/2009	 	11/01/09-11/01/10	 	Axis Insurance Company	 	A XV	 	Limit (agg):	 	$10,000,000	 	$50,000 retention per Claim	 	$	26,405	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$10,000,000                                                        (each	 	 	 	 	 	 
	21
	 	Commercial Crime	 	FI4N439386004	 	04/05/09-04/05/10	 	Liberty Mutual Insurance Company	 	A XV	 	Limit:	 	loss, except for certain sub-limited coverages)	 	$250,000 Each Claim	 	$	57,191	 
	 
	 	 	 	 	 	 	 	National Union Fire Ins. Co. of	 	 	 	 	 	 	 	$5,000,000 (each	 	(except for certain sub-limits)	 	 	 	 
	22
	 	Special Crime	 	647-2001	 	08/05/07-08/05/10	 	Pittsburgh PA	 	A XV	 	Limit:	 	loss, except for certain sub-limited coverages)	 	$0	 	$	10,996	 







 


 









 







					
	 
	 	ADC — ARIZONA DISTRIBUTION CENTER

SCHEDULE OF INSURANCE

As of January 7, 2010
	 	






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Policy	 	Policy	 	 	 	AM Best	 	 	 	 	 	 	 	Deductible	 	 	 
	 	 	Policy	 	Number	 	Period	 	Carrier	 	Rate	 	Limits	 	 	 	 	Comments	 	Premium	 
	 
	 	CASUALTY  (Separate Program for ADC)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1
	 	Commercial General Liability	 	OGL G24938177	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	$	1,000,000	 	 	Each Occurrence	 	Guaranteed Cost	 	$	36,154	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Personal & Advertising Injury	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	Products-Completed Operations Aggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	General Aggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	300,000	 	 	Damage to Premises Rented to you
— Any one Premises	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 	 	Medical Expense — Any one Person	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Each Claim	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Aggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000	 	 	Deductible	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retro Date: 1/1/09	 	 	 	 	 	 
	2
	 	Business Automobile Liability & Physical Damage	 	CAL H08583596	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	$	5,000,000	 	 	Liability Each Accident — Any Auto	 	Guaranteed Cost	 	$	156,651	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Statutory	 	 	Personal Injury Protection	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	5,000	 	 	Medical Payments — Owned Autos	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	100,000	 	 	Uninsured/Underinsured Motorists Each Accident — Owned Autos	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Auto Physical Damage (Symbols 2 & 8)	 	 	 	Included	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,500	 	 	Comprehensive Deductible (ACV) — Owned Autos & Hired Car	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,500	 	 	Collision Deductible (ACV) — Owned Autos  & Hired Car	 	 	 	 	 	 
	3
	 	Workers Compensation & Employers Liability	 	NWC C45709152	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	Statutory	 	 	Workers Compensation	 	Guaranteed Cost	 	$	274,536	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Includes CM Arizona)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Emploiyers Liability	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Accident — Each Accident	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Disease — Policy Limit	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Disease — Each Employee	 	 	 	 	 	 
	 
	 	UMBRELLA / EXCESS
(Refer to Core-Mark Program)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Refer to policies on
“Core-Mark” tab no separate policy for ADC	 	 	 	 	 	 	 	 	 	 	 	 	 	Included on Umbrella/Excess Liability  program	 	 	 	Refer to
“Core-Mark” tab	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	PROPERTY (Refer to Core-Mark program)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Refer to policies on
“Core-Mark” tab	 	 	 	 	 	 	 	 	 	 	 	 	 	Included on Property program	 	 	 	Refer to
“Core-Mark” tab no separate policy for ADC	 







 


 









 









					
	 
	 	RDC — VALERO REGIONAL DISTRIBUTION CENTER

SCHEDULE OF INSURANCE

As of January 7, 2010
	 	






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Policy	 	Policy	 	 	 	AM Best	 	 	 	 	 	 	 	 	 	 	 
	 	 	Policy	 	Number	 	Period	 	Carrier	 	Rate	 	Limits	 	 	 	 	Comments	 	Premium	 
	 
	 	CASUALTY  (Separate Program for TDC)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1
	 	Commercial General Liability	 	OGL G24938165	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	$	1,000,000	 	 	Each Occurrence	 	Guaranteed Cost	 	$	84,757	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Personal & Advertising Injury	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	Products-Completed Operations Aggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	General Aggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	300,000	 	 	Damage to Premises Rented to you — Any one Premises	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 	 	Medical Expense - Any one Person	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Each Claim	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Aggregate	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000	 	 	Deductible	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retro Date: 1/1/09	 	 	 	 	 	 
	2
	 	Business Automobile Liability	 	CAL H08583584	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	$	5,000,000	 	 	Liability Each Accident — Any Auto	 	Guaranteed Cost	 	$	196,390	 
	 
	 	& Physical Damage	 	 	 	 	 	 	 	 	 	Statutory	 	 	Personal Injury Protection	 	 	 	 	 	 
	 
	 	(Including Auto Loan/Lease Gap Coverage)	 	 	 	 	 	 	 	 	 	$	5,000	 	 	Medical Payments — Owned Autos	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	100,000	 	 	Uninsured/Underinsured Motorists Each Accident — Owned Autos	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Auto Physical Damage (Symbols 2 & 8)	 	 	 	Included	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,500	 	 	Comprehensive Deductible (ACV) — Owned Autos & Hired Car	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	2,500	 	 	Collision Deductible (ACV) — Owned Autos & Hired Car	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Auto Loan / Lease Gap Coverage  — all leased autos	 	 	 	Included	 
	 
	3
	 	Workers Compensation &	 	NWC C45709140	 	1/1/2010 - 1/1/2011	 	ACE American Insurance Company	 	A+ XV	 	Statutory	 	 	Workers Compensation	 	Guaranteed Cost	 	$	400,194	 
	 
	 	Employers Liability	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Emploiyers Liability	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Accident — Each Accident	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Disease — Policy Limit	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Disease — Each Employee	 	 	 	 	 	 
	 
	 	UMBRELLA / EXCESS  (Refer to
Core-Mark Program)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Refer to policies on “Core-Mark” tab no separate policy for RDC	 	 	 	 	 	 	 	 	 	 	 	 	 	Included on Umbrella/Excess Liability  program	 	 	 	Refer to “Core-Mark” tab	 
	 
	 	PROPERTY (Refer to Core-Mark Program)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Refer to policies on
“Core-Mark” tab no separate policy for RDC	 	 	 	 	 	 	 	 	 	 	 	 	 	Included on Property program	 	 	 	Refer to “Core-Mark” tab	 
	 
	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	$	681,341