[LETTERHEAD]
JUPITER PARTNERS LP
August 7, 1996
Xx. Xxxx X. Xxxxx
Chairman and Chief Executive Officer
Core-Mark International, Inc.
000 Xxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxx Xxx Xxxxxxxxx, XX 00000
Dear Gary:
In connection with the transaction contemplated between Core-Mark
International, Inc. ("Core-Mark") and Jupiter Partners L.P. ("Jupiter"),
Core-Mark, Jupiter and management stockholders have agreed to certain call
rights with respect to your shares as provided in the Stockholders Agreement
dated as of August 7, 1996 (the "Stockholders Agreement").
Notwithstanding the provisions described in the Stockholders Agreement with
respect to call rights Jupiter and you agree that, in the event of your
termination by Core-Mark without cause or your resignation without cause or
for good reason after December 31, 1997, Jupiter will not exercise, and
Jupiter will cause Core-Mark not to exercise, the call rights with respect to
your shares.
Very truly yours,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Accepted and agreed
as of this 7th day of August, 1996
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/s/ Xxxx X. Xxxxx
---------------------------------
Xxxx X. Xxxxx
JFK/cp
