Exhibit 10.17
EXECUTION COPY
AMENDMENT TO BORROWER STOCK PLEDGE AGREEMENT
FIRST AMENDMENT, dated as of April 1, 1998 (this "AMENDMENT"), to the
Borrower Stock Pledge Agreement, dated as of August 7, 1996, (the "PLEDGE
AGREEMENT"), made by CORE-MARK INTERNATIONAL, INC., a Delaware corporation (the
"BORROWER"), in favor of THE CHASE MANHATTAN BANK, as Administrative Agent (in
such capacity, the "ADMINISTRATIVE AGENT") for the Lenders parties to the
Amended and Restated Credit Agreement, dated as of April 1, 1998 (as defined
below), among the Borrower, the Administrative Agent and such Lenders (as
defined in the Credit Agreement referred to below).
W I T N E S S E T H:
WHEREAS, the Borrower, certain of the Lenders and the Administrative
Agent entered into that certain Credit Agreement, dated as of August 7, 1996;
WHEREAS, pursuant to the provisions of such Credit Agreement, the
Borrower entered into the Pledge Agreement;
WHEREAS, the parties thereto have agreed to amend and restate the
Credit Agreement in its entirety pursuant to the Amended and Restated Loan
Agreement, dated as of April 1, 1998, among Core-Mark International, Inc., the
Lenders (as defined therein), and the Administrative Agent (herein, as amended,
supplemented or otherwise modified from time to time, called the "CREDIT
AGREEMENT"); and
WHEREAS, it is a condition to the Credit Agreement's becoming
effective that the Pledge Agreement shall be amended as provided below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
provided for herein and for other good and valuable consideration receipt of
which is hereby acknowledged, the Borrower agrees with the Administrative Agent
on behalf of and for the ratable benefit of the Lenders that the Pledge
Agreement shall be amended as follows:
1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms
used herein shall have the respective meanings assigned thereto in the Pledge
Agreement or, if not therein defined, the Credit Agreement.
2
2. AMENDMENT TO SCHEDULE 1 OF THE PLEDGE AGREEMENT. Schedule 1 of the
Pledge Agreement is hereby amended by deleting said Schedule in its entirety and
substituting in lieu thereof a new Schedule 1 in the form of Schedule 1 to this
Amendment.
3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby confirms that the
representations and warranties contained in the Pledge Agreement are true and
correct as of the date hereof, except in the case of representations and
warranties that relate specifically to an earlier date, which representations
and warranties were true and correct as of such earlier date.
4. CONTINUING EFFECT OF THE PLEDGE AGREEMENT. This Amendment shall not
constitute an amendment of any provision not expressly referred to herein and
shall not be construed as a waiver or consent to any action on the part of the
Borrower that would require a waiver or consent of the Lenders or of the
Administrative Agent except as expressly stated herein. Except as expressly
amended or modified hereby, the provisions of the Pledge Agreement are and shall
remain in full force and effect.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
CORE-MARK INTERNATIONAL, INC.
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/s/ LEO F. KORMAN
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By: Leo F. Korman
Title: Sr. VP & CFO
ACKNOWLEDGEMENT AND CONSENT
Each of the Issuers referred to in the foregoing Amendment to Borrower
Stock Pledge Agreement hereby acknowledges receipt of a copy of the Amendment
to Borrower Stock Pledge Agreement, dated as of April 1, 1998, (the "PLEDGE
AGREEMENT") made by Core-Mark International, Inc. for the benefit of The
Chase Manhattan Bank, as Administrative Agent for the Lenders parties to the
Amended and Restated Credit Agreement, dated as of April ___, 1998. The
undersigned agrees for the benefit of the Administrative Agent and the
Lenders as follows:
1. The undersigned will be bound by the terms of the Pledge Agreement
and will comply with such terms insofar as such terms are applicable to the
undersigned.
2. The undersigned will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in subsection ERROR!
REFERENCE SOURCE NOT FOUND. of the Pledge Agreement.
3. The terms of subsection ERROR! REFERENCE SOURCE NOT FOUND. of the
Pledge Agreement shall apply to it, MUTATIS MUTANDIS, with respect to all
actions that may be required of it under or pursuant to or arising out of
Section ERROR! REFERENCE SOURCE NOT FOUND. of the Pledge Agreement.
C/M PRODUCTS, INC.
By: /s/ LEO F. KORMAN
---------------------------------
Name: Leo F. Korman
Title: Sr. VP & CFO
Address for
Notices: 395 Oyster Point Blvd., Suite 415,
South San Francisco, CA 94080
Fax: (415) 952-4284
CORE-MARK INTERRELATED COMPANIES, INC.
By: /s/ LEO F. KORMAN
---------------------------------
Name: Leo F. Korman
Title: Sr. VP & CFO
Address for
Notices: 395 Oyster Point Blvd., Suite 415
South San Francisco, CA 94080
Error!Fax: (415) 952-4284
CORE-MARK MIDCONTINENT, INC.
By: /s/ LEO F. KORMAN
---------------------------------
Name: Leo F. Korman
Title: Sr. VP & CFO
Address for
Notices: 395 Oyster Point Blvd., Suite 415
South San Francisco, CA 94080
Fax: (415) 952-4284