Delaware
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000-51515
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20-1489747
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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395 Oyster Point Boulevard, Suite 415
South San Francisco, California
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94080
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Number
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Description
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10.1
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Sixth Amendment to Credit Agreement, dated as of May 21, 2015, by and among Core-Mark Holding Company, Inc. and its subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
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CORE-MARK HOLDING COMPANY, INC.
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Date:
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May 22, 2015
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By:
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/s/ Stacy Loretz-Congdon
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Name:
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Stacy Loretz-Congdon
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Title:
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Chief Financial Officer
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Number
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Description
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10.1
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Sixth Amendment to Credit Agreement, dated as of May 21, 2015, by and among Core-Mark Holding Company, Inc. and its subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
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A.
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The Borrowers, Administrative Agent and the Lenders have previously entered into that certain Credit Agreement, dated as of October 12, 2005 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, including, without limitation, 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 as of 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, that certain letter agreement to Credit Agreement and Security Agreement, dated as of December 21, 2012, and that certain Fifth Amendment to Credit Agreement and Second Amendment to Pledge and Security Agreement, dated as of May 30, 2013, the “
Existing Credit Agreement
”; the Existing Credit Agreement as amended by this Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms shall be referred to herein as the “
Credit Agreement
”), pursuant to which the Lenders have made certain loans and financial accommodations available to the Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Existing Credit Agreement.
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B.
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The Borrowers have requested that Administrative Agent and the Lenders amend the Existing Credit Agreement and Administrative Agent and the Lenders are willing to amend the Existing Credit Agreement pursuant to the terms and conditions set forth herein.
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C.
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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
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1.
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Amendments to Existing Credit Agreement
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(a)
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The following definitions are hereby added to Section 1.01 of the Existing Credit Agreement in the appropriate alphabetical order:
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(b)
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The last sentence of 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:
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(c)
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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:
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(d)
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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:
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(e)
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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:
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(f)
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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:
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(g)
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In Section 2.06(b)(i) of the Existing Credit Agreement, the text “$160,000,000” is hereby deleted and replaced with the text “$60,000,000”.
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(h)
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The following is hereby added to the Existing Credit Agreement as Section 3.20 thereof:
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(i)
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Section 5.01(g) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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(j)
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In the first sentence of Section 5.01(h) of the Existing Credit Agreement, the text “calendar month and at such other times as may be reasonably requested by the Administrative Agent in its Permitted Discretion” is hereby deleted and replaced with the text “calendar quarter”.
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(k)
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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:
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(l)
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Section 5.01(i) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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(m)
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Section 5.01(o) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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(n)
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The following sentence is hereby added to the end of Section 5.07 of the Existing Credit Agreement:
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(o)
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The following sentence is hereby added to the end of Section 5.08 of the Existing Credit Agreement:
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(p)
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The last sentence of Section 5.11 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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(q)
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Section 6.08(a)(iv) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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(r)
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Section 6.08(a)(v) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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(s)
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The Commitment Schedule, Schedule 3.06 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.
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2.
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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 “
Sixth Amendment Effective Date
”) when each of the following conditions precedent shall have been satisfied in the reasonable discretion of Administrative Agent or waived by Administrative Agent:
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a.
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Amendment
. Administrative Agent shall have received counterparts to this Amendment, executed by each party hereto.
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b.
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Representations and Warranties
. The representations and warranties of the Borrowers set forth herein must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as updated by the schedules attached hereto as Annex A.
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c.
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Amendment Fee Letter
. Administrative Agent shall have received an Amendment Fee Letter (the “
Amendment Fee Letter
”), in form and substance reasonably satisfactory to Administrative Agent, executed by the Borrowers.
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d.
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Payment of Fees
. Administrative Agent shall have received from Borrowers all reasonable 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.
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3.
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Representations and Warranties
. Each Borrower represents and warrants as follows as of the date hereof:
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a.
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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.
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b.
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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 such 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, assuming due execution by each other party hereto and thereto.
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c.
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Representations and Warranties
. The representations and warranties of the Borrowers contained in each Loan Document (other than any such representations or warranties that, by their terms, are specifically made as of an earlier date) 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.
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d.
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No Default
. No event has occurred and is continuing that constitutes a Default or Event of Default.
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4.
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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.
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5.
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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.
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6.
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Reference to and Effect on the Loan Documents
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a.
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Upon and after the Sixth 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.
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b.
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Except as specifically amended by Section 1 of this Amendment, the Existing Credit Agreement and all other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of the Borrowers to Administrative Agent and the Lenders without defense, offset, claim, or contribution.
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c.
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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.
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7.
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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 the 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.
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8.
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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.
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9.
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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.
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10.
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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.
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ James Fallahay
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Name:
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James Fallahay
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Title:
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Authorized Officer
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By:
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/S/ Agostino Marchetti
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Name:
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Agostino Marchetti
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Title:
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Authorized Officer
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By:
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/S/ Gregory A. Jones
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Name:
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Gregory A. Jones
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Title:
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Senior Vice President
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By:
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/S/ Sylwia Durkiewicz
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Name:
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Sylwia Durkiewicz
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Title:
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Vice President
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By:
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/S/ Minna Lee
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Name:
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Minna Lee
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Title:
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Authorized Signatory
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By:
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/S/ David G. Phillips
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Name:
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David G. Phillips
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Title:
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Senior Vice President
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By:
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/S/ Winston Lua
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Name:
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Winston Lua
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Title:
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Director
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By:
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/S/ Craig Thistlethwaite
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Name:
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Craig Thistlethwaite
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Title:
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Managing Director
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By:
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/S/ Helen Alvarez-Hernandez
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Name:
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Helen Alvarez-Hernandez
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Title:
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Director
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Lender
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Revolving Commitment
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Canadian Commitment
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JPMorgan Chase Bank, N.A.
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$49,000,000
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Cdn.$26,950,000
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Wells Fargo Capital Finance, LLC
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$49,000,000
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Cdn.$0
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Wells Fargo Capital Finance Corporation Canada
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$0
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Cdn.$26,950,000
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Bank of America, N.A.
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$29,000,000
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Cdn.$15,950,000
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The Bank of Nova Scotia
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$24,000,000
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Cdn.$13,200,000
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Bank of Montreal
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$49,000,000
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Cdn.$26,950,000
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Total
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$200,000,000
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Cdn.$110,000,000
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