<PAGE>

                                                                  EXECUTION COPY

                                                                   Exhibit 10.22

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                                CM CAPITAL CORPORATION

                                         AND

                            CORE-MARK INTERNATIONAL, INC.

                             CORE-MARK MIDCONTINENT, INC.

                        CORE-MARK INTERRELATED COMPANIES, INC.

                                         AND

                            THE OTHER SELLERS NAMED HEREIN

                       ----------------------------------------

                     RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

                       ----------------------------------------







                              Dated as of April 1, 1998 


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<PAGE>

                                  TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
<S>                                                                              <C>
                                      ARTICLE I
                                     DEFINITIONS . . . . . . . . . . . . . . . . .  1
Section 1.01.  Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . .  1
Section 1.02.  Other Definitional Provisions . . . . . . . . . . . . . . . . . . .  6

                                      ARTICLE II
                           PURCHASE AND SALE OF RECEIVABLES
Section 2.01.  Purchase and Sale of Receivables. . . . . . . . . . . . . . . . . .  7
Section 2.02.  Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.03.  Payment of Purchase Price.. . . . . . . . . . . . . . . . . . . . . 10
Section 2.04.  No Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.05.  Rebates, Adjustments, Returns and Reductions; Modifications . . . . 11
Section 2.06.  Limited Repurchase Obligation . . . . . . . . . . . . . . . . . . . 12
Section 2.07.  Obligations Unaffected. . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.08.  Certain Charges . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.09.  Certain Allocations . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.10.  Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.11.  Purchase of Sellers' Interest in Receivables and Receivables
                 Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

                                     ARTICLE III
                               CONDITIONS TO PURCHASES
Section 3.01.  Conditions Precedent to Company's Initial Purchase. . . . . . . . . 14
Section 3.02.  Conditions Precedent to the Addition of a Seller. . . . . . . . . . 17
Section 3.03.  Conditions Precedent to All the Company's Purchases of
                 Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.04.  Condition Precedent to Each Seller's Obligations. . . . . . . . . . 20

                                      ARTICLE IV
                            REPRESENTATIONS AND WARRANTIES
Section 4.01.  Representations and Warranties of the Company . . . . . . . . . . . 20
Section 4.02.  Representations and Warranties of the Sellers . . . . . . . . . . . 21

                                      ARTICLE V
                                  GENERAL COVENANTS
Section 5.01.  Affirmative Covenants of the Sellers. . . . . . . . . . . . . . . . 28
Section 5.02.  Reporting Requirements. . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.03.  Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . 34

                                      ARTICLE VI
                             PURCHASE TERMINATION EVENTS
Section 6.01.  Purchase Termination Events . . . . . . . . . . . . . . . . . . . . 36
Section 6.02.  Additional Remedies . . . . . . . . . . . . . . . . . . . . . . . . 38

                                     ARTICLE VII
</TABLE>


                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                 PAGE
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<S>                                                                              <C>
                           INDEMNIFICATION; EXPENSES; COSTS
Section 7.01.  Indemnities by the Sellers. . . . . . . . . . . . . . . . . . . . . 39
Section 7.02.  Indemnities by the Company. . . . . . . . . . . . . . . . . . . . . 41

                                     ARTICLE VIII
                                  SUBORDINATED NOTE 
Section 8.01.  Subordinated Note . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 8.02.  Restrictions on Transfer of Subordinated Note . . . . . . . . . . . 42
Section 8.03.  Aggregate Amount. . . . . . . . . . . . . . . . . . . . . . . . . . 42

                                      ARTICLE IX
                                    MISCELLANEOUS

Section 9.01.  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.02.  Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.03.  No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 9.04.  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . 43
Section 9.05.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 9.06.  Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . . . . 43
Section 9.07.  Jurisdiction; Consent to Service of Process . . . . . . . . . . . . 44
Section 9.08.  Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 9.09.  Captions and Cross References . . . . . . . . . . . . . . . . . . . 44
Section 9.10.  Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . 44
Section 9.11.  No Petition in Bankruptcy . . . . . . . . . . . . . . . . . . . . . 45
Section 9.12.  Addition of Sellers . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 9.13.  Treatment of Sellers other than Core-Mark; Termination
                 Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 9.14.  Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
</TABLE>

EXHIBIT A      Form of Subordinated Note
EXHIBIT B      Form of Additional Seller Supplement
EXHIBIT C      Form of UCC Certificate

SCHEDULE 1 Sellers' Authorized Officers
SCHEDULE 2 Location of Each Seller's Chief Executive Office
SCHEDULE 3 Lockbox Processors, Eligible Segregated Account Banks and Accounts
SCHEDULE 4 Address for Notice to Servicer
SCHEDULE 5 Seller Trade Names
SCHEDULE 6 Definition of Discounted Percentage
SCHEDULE 7 ERISA Matters
SCHEDULE 8 Form of Financial Statement Note
SCHEDULE 9 Form of General Legend


                                     -ii-
<PAGE>

                     RECEIVABLES SALE AND CONTRIBUTION AGREEMENT


          This RECEIVABLES SALE AND CONTRIBUTION AGREEMENT dated as of April 1,
1998 (this "AGREEMENT"), is among CORE-MARK INTERNATIONAL, INC., a Delaware
corporation ("CORE-MARK"), CORE-MARK INTERRELATED COMPANIES, INC., a California
corporation ("CORE-MARK INTERRELATED"), CORE-MARK MIDCONTINENT, INC., an
Arkansas corporation ("CORE-MARK MIDCONTINENT"; Core-Mark, Core-Mark
Interrelated and Core-Mark Midcontinent, being collectively referred to herein
as the "SELLERS" and individually as a "SELLER"), CM CAPITAL CORPORATION, a
Delaware corporation (the "COMPANY") and Core-Mark, in its capacity as servicer
(the "SERVICER").


                                 W I T N E S S E T H:

          WHEREAS, the Sellers intend to sell and/or, in the case of Core-Mark
only, in its capacity as a Seller, contribute Receivables and Receivables
Property (both as hereinafter defined) to the Company on the terms and subject
to the conditions set forth in this Agreement;

          WHEREAS, the Company desires to purchase and/or accept Receivables and
Receivables Property from the Sellers on the terms and subject to the conditions
set forth in this Agreement; 

          WHEREAS, the Sellers and the Company desire the transfer of
Receivables and Receivables Property from the Sellers to the Company to be a
true sale or other absolute transfer providing the Company with the full
benefits of ownership of the Receivables; and

          WHEREAS, to obtain the necessary funds to purchase such Receivables
and Receivables Property, the Company has entered into the Pooling Agreement (as
hereinafter defined);

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:


                                      ARTICLE I
                                     DEFINITIONS

          Section 1.01.  CERTAIN DEFINED TERMS.  Unless otherwise defined
herein, capitalized terms which are used herein shall have the meanings assigned
to such terms in Section 1.1 of the Pooling Agreement and each Supplement
thereto, among the Company, the Servicer and the Trustee.  As used in this
Agreement, the following terms shall have the 

<PAGE>
                                                                               2

following meanings (such meanings to be equally applicable to both the 
singular and plural forms of the terms defined):

          "ADDITIONAL SELLER SUPPLEMENT" means an instrument substantially in 
the form of EXHIBIT B hereto pursuant to which a Subsidiary of Core-Mark 
becomes a Seller party hereto.

          "AUTHORIZED OFFICERS" means those officers of the Sellers designated
in SCHEDULE 1 hereto (or in such other Schedule as may be delivered by the
Sellers to the other parties hereto from time to time) as duly authorized to
execute and deliver this Agreement and any instruments or documents in
connection herewith on behalf of the Sellers and to take, from time to time, all
other actions on behalf of the Sellers in connection herewith.

          "CLOSING DATE" means the date of the initial issuance of the Investor
Certificates.

          "CODE" shall mean the Internal Revenue Code of 1986, and regulations
promulgated thereunder or any successor statute and related regulations.

          "COLLECTIONS" shall mean all collections, including the Aggregate
Uncleared Funds Amount, and all amounts received in respect of the Receivables,
including Recoveries, Seller Repurchase Payments, Seller Adjustment Payments,
Servicer Indemnification Amounts paid by the Servicer and any other payments
received in respect of Dilution Adjustments, together with all collections
received in respect of the Related Property in the form of cash, checks, wire
transfers or any other form of cash payment, and all proceeds of Receivables and
collections thereof (including, without limitation, collections constituting an
account or general intangible or evidenced by a note, instrument, letter of
credit, security, contract, security agreement, chattel paper or other evidence
of indebtedness or security, whatever is received upon the sale, exchange,
collection or other disposition of, or any indemnity, warranty or guaranty
payable in respect of, the foregoing and all "proceeds", as defined in Section
9-306 of the UCC as in effect in the State of New York, of the foregoing).

          "CONTRACT" means a contract between any Seller and any Person pursuant
to or under which such Person shall be obligated to make payments to such
Seller.

          "CORE-MARK PERSONS" means each Seller and each of its Affiliates other
than the Company.  

          "DISCOUNTED PERCENTAGE" has the meaning specified in SCHEDULE 6
hereto.

          "EARLY TERMINATION" shall have the meaning specified in Section 6.01.

          "EFFECTIVE DATE" means (i) with respect to each Seller on the date
hereof, the date hereof and (ii) with respect to each Subsidiary of Core-Mark
added as a Seller pursuant to Section 9.12, the Seller Addition Date with
respect to each such Subsidiary.

<PAGE>
                                                                               3

          "EXCLUDED RECEIVABLE" means Receivables (without giving effect to the
proviso in the definition thereof) (i) owed by Canadian Obligors, which are
denominated in Canadian currency, (ii) owed by other Obligors not resident in
the United States, which are denominated in a currency other than U.S. dollars,
or (iii) owed to a Seller by a vendor of merchandise to such Seller, which
relates to the merchandise sold by such vendor or promotional programs of such
vendor.

          "ERISA AFFILIATE" shall mean, with respect to any Person, any trade 
or business (whether or not incorporated) that is a member of a group of 
which such Person is a member and which is treated as a single employer under 
Section 414 of the Internal Revenue Code.

          "INSOLVENCY EVENT" with respect to the Seller, shall mean the
occurrence of any one or more of the Purchase Termination Events specified in
subsection 6.01(g).

          "LIEN" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or other similar right
of a third party with respect to such securities; PROVIDED, HOWEVER, that if a
lien is imposed under Section 412(n) of the Internal Revenue Code or Section
302(f) of ERISA for a failure to make a required installment or other payment to
a plan to which Section 412(n) of the Internal Revenue Code or Section 302(f) of
ERISA applies, then such lien shall not be treated as a "Lien" from and after
the time any Person who is obligated to make such payment pays to such plan the
amount of such lien determined under Section 412(n)(3) of the Internal Revenue
Code or Section 302(f)(3) of ERISA, as the case may be, and provides to the
Trustee, any Agent and each Rating Agency a written statement of the amount of
such lien together with written evidence of payment of such amount, or such lien
expires pursuant to Section 412(n)(4)(B) of the Internal Revenue Code or Section
302(f)(4)(B) of ERISA.

          "MATERIAL ADVERSE EFFECT" shall mean, with respect to any Seller, (a)
a material impairment of the ability of such Seller to perform its obligations
under the Transaction Documents, (b) a material impairment of the validity or
enforceability of any of the Transaction Documents against such Seller, (c) a
material impairment of the collectibility of the Receivables originated by such
Seller taken as a whole or (d) a material impairment of the interests, rights or
remedies of the Company under the Transaction Documents or the Receivables taken
as a whole.

          "MULTIEMPLOYER PLAN" shall mean, with respect to any Person, a
"multiemployer plan" (within the meaning of Section 4001(a)(3) of ERISA) as to
which such Person or any ERISA Affiliate of such Person (other than one
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Internal Revenue Code) is making or accruing an obligation to make
contributions, or has within any of the preceding five years made or accrued an
obligation to make contributions.

          "PAYMENT DATE" has the meaning specified in subsection 2.03(a).

<PAGE>
                                                                               4

          "PLAN" shall mean, with respect to any Person, any pension plan (other
than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code which is maintained for employees of
such Person or any ERISA Affiliate of such Person.

          "POOLING AGREEMENT" means the Pooling Agreement dated as of the date
hereof, among the Company, the Servicer and the Trustee on behalf of the
Certificateholders, as such agreement may be amended, supplemented, waived, or
otherwise modified from time to time, including without limitation the Series
1998-1 Supplement dated as of the date hereof among the Company, the Servicer
and the Trustee.

          "POTENTIAL PURCHASE TERMINATION EVENT" means any condition or act
specified in Section 6.01 that, with the giving of notice or the lapse of time
or both, would become a Purchase Termination Event.

          "PURCHASED RECEIVABLE" means, at any time, any Receivable sold and/or
contributed to the Company by any Seller pursuant to, and in accordance with the
terms of, this Agreement and not theretofore resold to such Seller pursuant to
subsection 2.01(b) or Section 2.06.

          "PURCHASED RECEIVABLES PERCENTAGE" means, with respect to any Seller
as to which Core-Mark has submitted a Seller Termination Request, the percentage
equivalent of a fraction, the numerator of which is an amount equal to the
aggregate outstanding Principal Amount of Purchased Receivables sold by such
Seller as of the applicable Seller Termination Request Date, and the denominator
of which is an amount equal to the aggregate outstanding Principal Amount of all
Purchased Receivables as of such date.

          "PURCHASE PRICE" has the meaning specified in Section 2.02.

          "PURCHASE TERMINATION DATE" means, with respect to any Seller, the
date on which the Company's obligation to purchase Receivables from such Seller
shall terminate, which shall be the date on which an Early Termination occurs
with respect to such Seller. 

          "PURCHASE TERMINATION EVENT" has the meaning specified in
Section 6.01.

          "RECEIVABLE" shall mean the indebtedness and payment obligations of
any Person to a Seller or acquired by a Seller (including, without limitation,
obligations constituting an account or general intangible or evidenced by a
note, instrument, contract, security agreement, chattel paper or other evidence
of indebtedness or security) arising from a sale of merchandise or the provision
of services by such Seller or the Person from whom such indebtedness and payment
obligation was acquired by a Seller, including, without limitation, any right to
payment for goods sold or for services rendered, and including the right to
payment of any interest, sales taxes, finance charges, returned check or late
charges and other obligations of such Person with respect thereto other than
Excluded Receivables; PROVIDED that for purposes of Article 2 hereof in the
event that an Excluded Receivable is included on any Daily Report, such Excluded
Receivable shall be deemed to be a Receivable but not an Eligible Receivable.

<PAGE>
                                                                               5

          "RECEIVABLES PROPERTY" has the meaning specified in Section 2.01.

          "REFERENCE RATE" shall mean, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%.  If The Chase Manhattan Bank shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the failure of the Federal Reserve Bank of New York to publish rates
or the inability of The Chase Manhattan Bank to obtain quotations in accordance
with the terms of the definition thereof, the Reference Rate shall be determined
without regard to clause (b) of the immediately preceding sentence, as
appropriate, until the circumstances giving rise to such inability no longer
exist.  Any change in the Reference Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective on the effective date of 
such change in the Prime Rate or the Federal Funds Effective Rate, 
respectively. The term "Prime Rate" shall mean the rate of interest per annum 
publicly announced from time to time by The Chase Manhattan Bank as its prime 
rate in effect at its principal office in New York City; each change in the 
Prime Rate shall be effective on the date such change is publicly announced 
as being effective.  The term "Federal Funds Effective Rate" shall mean, for 
any day, the weighted average of the rates on overnight Federal funds 
transactions with members of the Federal Reserve System arranged by Federal 
funds brokers, as published on the next succeeding Business Day by the 
Federal Reserve Bank of New York, or, if such rate is not so published for 
any day that is a Business Day, the average of the quotations for the day for 
such transactions received by The Chase Manhattan Bank from three Federal 
funds brokers of recognized standing selected by it.  

          "RELATED PROPERTY" shall mean, with respect to each Receivable:

               (a)  all of the applicable Seller's interest in the goods (other
     than returned goods), if any, sold and delivered to an Obligor which gave
     rise to such Receivable;

               (b)  all other security interests or Liens purporting to secure
     payment of such Receivable, together with all financing statements signed
     by an Obligor describing any collateral securing such Receivable; and

               (c)  all guarantees, credit or similar types of insurance,
     letters of credit and other agreements or arrangements of whatever
     character from time to time supporting or securing payment of such
     Receivable;

in the case of clauses (b) and (c), whether pursuant to the contract related to
such Receivable or otherwise or including without limitation, pursuant to any
obligations evidenced by a note, instrument, contract, security agreement,
chattel paper or other evidence of indebtedness or security and the proceeds
thereof.

          "RELEVANT UCC STATE" means each jurisdiction in which the filing of a
UCC financing statement is necessary or desirable to perfect the Company's
interest in the Receivables.

<PAGE>
                                                                               6

          "REPORTABLE EVENT" shall mean any reportable event as defined in
Section 4043(b) of ERISA or the regulations issued thereunder with respect to a
Plan (other than a Plan maintained by an ERISA Affiliate which is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the
Internal Revenue Code).

          "SEC" means the United States Securities and Exchange Commission.

          "SELLER ADDITION DATE" has the meaning specified in Section 3.02.

          "SELLER ADJUSTMENT PAYMENT" has the meaning specified in Section 2.05.

          "SELLER REPURCHASE PAYMENT" has the meaning specified in Section 2.06.

          "SELLER TERMINATION REQUEST" has the meaning specified in subsection
9.13(b).

          "SELLER TERMINATION REQUEST DATE" has the meaning specified in
subsection 9.13(b).

          "SUBORDINATED NOTE" has the meaning specified in Section 8.01.

          "WITHDRAWAL LIABILITIES" shall mean liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          Section 1.02.  OTHER DEFINITIONAL PROVISIONS.  (a) All terms defined
herein or in the Pooling Agreement or any Supplement shall have their defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in Section
1.1 of the Pooling Agreement or any Supplement, and accounting terms partly
defined in Section 1.1 of the Pooling Agreement or any Supplement to the extent
not defined, shall have the respective meanings given to them under GAAP.  To
the extent that the definitions of accounting terms herein are inconsistent with
the meanings of such terms under GAAP, the definitions contained herein shall
control.  All terms used in Article 9 of the UCC that are used but not
specifically defined herein are used herein as defined therein.

          (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references contained in this agreement are references to
Sections, subsections, Schedules and Exhibits in or to this Agreement unless
otherwise specified.  

          (d) The definitions contained in Section 1.01 of this Agreement are
applicable to the singular as well as the plural forms of such terms and to the
masculine, the feminine and the neuter genders of such terms.

<PAGE>
                                                                               7

          (e) Any reference herein or in any other Transaction Document to a
provision of the Internal Revenue Code or ERISA shall be deemed a reference to
any successor provision thereto.

          (f) All references herein to any agreement or instrument shall be
deemed references to such agreement or instrument as amended, supplemented or
otherwise modified from time to time, subject to compliance with any
restrictions herein on the amendment, supplementation or modification of such
agreement or instrument.


                                      ARTICLE II
                           PURCHASE AND SALE OF RECEIVABLES

          Section 2.01.  PURCHASE AND SALE OF RECEIVABLES.  (a) Upon the terms
set forth herein, each of the Sellers hereby sells, assigns, transfers and
conveys to the Company, without recourse (except to the limited extent provided
herein), all its respective present and future right, title and interest in, to
and under:

          (i) all Receivables now existing and hereafter arising from time to
time;

          (ii) all Related Property in respect of such Receivables;

          (iii) all Collections;

          (iv) all payment, enforcement and other rights (including rescission,
replevin or reclamation), but none of the obligations, relating to any
Receivable or arising therefrom; and

          (v) all monies due or to become due and all amounts received with
respect to the items listed in clauses (i), (ii), (iii) and (iv) and all
proceeds (including, without limitation, whatever is received upon the sale,
exchange, collection or other disposition of the foregoing and all "proceeds" as
defined in Section 9-306 of the UCC as in effect in the State of New York)
thereof, including all Recoveries relating thereto (the property described in
the foregoing clauses (ii) through (v) are hereinafter collectively referred to
as the "RECEIVABLES PROPERTY").

          Subject to the terms and conditions set forth herein, the Company
hereby agrees to purchase the Receivables and Receivables Property of each
Seller.

          (b)  On each applicable Effective Date and on the date of creation of
each newly created Receivable, all of the applicable Seller's right, title and
interest in, to and under (i) in the case of each such Effective Date, all then
existing Receivables and all Receivables Property in respect of such Receivables
and (ii) in the case of each such date of creation, all such newly created
Receivables and all Receivables Property in respect of such Receivables, shall
be immediately and automatically sold, assigned, transferred and conveyed to the
Company pursuant to paragraph (a) above without any further action by such
Seller or any other Person.  If any Seller shall not have received payment
(including as a result of the failure to satisfy the conditions set forth in
Section 3.03) from the Company of the Purchase 

<PAGE>
                                                                               8

Price for any newly created Receivable and the related Receivables Property 
on the Payment Date therefor in accordance with the terms of subsection 
2.03(c), unless such Seller has elected to contribute such Receivables to the 
Company in accordance with subsection 2.03(b), such newly created Receivable 
and the Receivables Property with respect thereto shall, upon receipt of 
notice by the Company and the Trustee from the applicable Seller of such 
failure to receive payment, immediately and automatically be sold, assigned, 
transferred and reconveyed by the Company to such Seller without any further 
action by the Company or any other Person.

          (c)  The parties to this Agreement intend that the transactions
contemplated by subsections 2.01(a) and (b) hereby shall be, and shall be
treated as, a purchase and receipt by the Company and a sale and/or contribution
by the applicable Seller of the Purchased Receivables and the Receivables
Property in respect thereof and not a lending transaction.  All transfers of
Receivables and Receivables Property by any Seller hereunder shall be without
recourse to, or representation or warranty of any kind (express or implied) by,
any Seller, except as otherwise specifically provided herein.  The foregoing
sale, assignment, transfer and conveyance does not constitute and is not
intended to result in a creation or assumption by the Company of any obligation
of any Seller or any other Person in connection with the Receivables, the
Receivables Property or any agreement or instrument relating thereto, including
any obligation to any Obligor.  If, and to the extent, this Agreement does not
constitute a valid sale, assignment, transfer and conveyance of all right, title
and interest of each Seller in, to and under the Purchased Receivables and the
Receivables Property in respect thereof despite the intent of the parties
hereto, such Seller hereby grants a "security interest" (as defined in the UCC
as in effect in the State of New York) in the Purchased Receivables, the
Receivables Property in respect thereof and all proceeds thereof to the Company,
and the parties agree that this Agreement shall constitute a security agreement
under the UCC in effect in New York.

          (d)  In connection with the foregoing conveyances, each Seller agrees
to record and file, at its own expense, financing statements (and continuation
statements with respect to such financing statements when applicable) or, where
applicable, registrations in the appropriate records, with respect to the
Receivables and Receivables Property now existing and hereafter acquired by the
Company from the Sellers meeting the requirements of applicable state law in
such manner and in such jurisdictions as are necessary to perfect the Company's
purchases of ownership interests in the Receivables and Receivables Property
from the Sellers, and to deliver a file-stamped copy or certified statement of
such financing statement or registration or other evidence of such filing or
registration to the Company and the Trustee on or prior to the Effective Date.

          (e)  In connection with the foregoing conveyances, each Seller agrees
at its own expense, as agent of the Company on or prior to the Effective Date,
(i) to indicate or cause to be indicated on the computer files (but not on
individual invoices or individual collection files) relating to such Receivables
(by means of a general legend, substantially in the form described on SCHEDULE 9
hereto, that will automatically appear each time a Person enters the Sellers'
Receivables program) that, unless otherwise specifically identified as a
receivable not so sold, transferred, assigned and conveyed, all Receivables (and
any such other receivables) included therein and all other Receivables Property
(and any other similar 

<PAGE>
                                                                               9

related property) have been sold, transferred, assigned and conveyed to the 
Company in accordance with this Agreement and (ii) to deliver to the Company 
computer files, microfiche lists or typed or printed lists (the "RECEIVABLES 
LISTS") containing true and complete lists of all such Receivables, 
identified by Obligor and setting forth the Receivables balance for each 
Receivable as of the Cut-Off Date.

          (f)  As further confirmation of the sale of the Receivables, it is
understood and agreed that the Company shall have the following rights:

               (A)  the Company (and its assignees) shall have the right at any
          time to (I) notify, or require that such Seller at its own expense
          notify, the respective Obligors of the Company's ownership of the
          Purchased Receivables and Receivables Property, (II) direct that
          payment of all amounts due or to become due under the Purchased
          Receivables be made directly to the Company or its designee (III) sue
          for collection on any Purchased Receivable or (IV) sell any Purchased
          Receivables to any Person for a price that is acceptable to the
          Company (or its assignee);

               (B)  Such Seller shall, upon written request of the Company, and
          at such Seller expense (I) deliver to the Company or a party
          designated by the Company all documents, instruments and other records
          (including credit files) that evidence or Record the Receivables sold
          by such Seller and all licenses, rights, computer programs, related
          material, computer tapes, disks, cassettes and data necessary to the
          immediate collection of the Purchased Receivables by the Company, with
          or without the participation of such Seller and (II) make such
          arrangements with respect to the collection of the Purchased
          Receivables as may be reasonably required by the Company.  In
          recognition of such Seller's need to have access to any Documents
          which may be transferred to the Company hereunder, whether as a result
          of its continuing business relationship with any Obligor for
          Receivables purchased hereunder or as a result of its responsibilities
          as a Sub-Servicer, the Company hereby grants to such Seller an
          irrevocable license to access the Documents transferred by such Seller
          to the Company and to access any such transferred computer software in
          connection with any activity arising in the ordinary course of such
          Seller's business or in performance of such Seller's duties as a
          Servicing Party, PROVIDED that such Seller shall not disrupt or
          otherwise interfere with the Company's use of and access to the
          Documents and its computer software during such license period; and

               (C)  such Seller hereby grants to the Company an irrevocable
          power of attorney (coupled with an interest) to take any and all steps
          in such Seller's name necessary or desirable, in the reasonable
          opinion of the Company, to collect all amounts due under the Purchased
          Receivables, including without limitation, endorsing such Seller's
          name on checks and other instruments representing Collections,
          enforcing the Purchased Receivables and exercising all rights and
          remedies in respect thereof; and

<PAGE>
                                                                              10

          Section 2.02.  PURCHASE PRICE.  The amount payable by the Company to a
Seller (the "PURCHASE PRICE") for Receivables and Receivables Property on any
Payment Date under this Agreement shall be equal to the product of (a) the
aggregate outstanding Principal Amount of such Receivables as set forth in the
applicable Daily Report TIMES (b) the Discounted Percentage with respect to such
Seller.

          Section 2.03.  PAYMENT OF PURCHASE PRICE.  (a) Upon the fulfillment of
the conditions set forth in Article III, the Purchase Price for Receivables and
the Receivables Property (other than Receivables contributed pursuant to
subsection 2.03(c) below) shall be paid or provided for by the Company in the
manner provided below on each day for which a Daily Report is delivered to the
Company (each such day, a "PAYMENT DATE") in respect of a Reported Day (which
Daily Report shall specify, by Seller, the Principal Amount of Receivables being
sold on such Payment Date, the aggregate Purchase Price for such Receivables and
the components of payment as provided in paragraph (b) below).

          (b)  The Purchase Price for Receivables and Receivables Property shall
be paid by the Company on each Payment Date (including the initial Payment Date)
as follows:

              (i)   by netting the amount of any Seller Adjustment Payments or 
     Seller Repurchase Payments pursuant to Section 2.05 or 2.06 against such 
     Purchase Price;

              (ii)  to the extent available for such purpose, in cash from
     Collections released to the Company pursuant to the Pooling Agreement;

              (iii) to the extent available for such purpose, in cash from the 
     net proceeds of a transfer of interests in Purchased Receivables by the 
     Company to other Persons;

              (iv)  at the option of the Company (subject to the provisions of
     Section 8.01), by means of an addition to the principal amount of the
     Subordinated Note in an aggregate amount equal to the remaining portion of
     the Purchase Price; PROVIDED, HOWEVER, that on the initial Payment Date,
     amounts available pursuant to clause (v) below shall be used prior to
     making any payments of the Purchase Price by means of an addition to the
     Subordinated Note.  Any such addition to the principal amount of the
     Subordinated Note shall be allocated among the Sellers (PRO RATA according
     to the Principal Amount of Receivables sold by each Seller) by the Servicer
     in accordance with the provisions of this subsection 2.03(b)(iv) and
     Section 8.01.  The Servicer may evidence such additional principal amounts
     by recording the date and amount thereof on the grid attached to such
     Subordinated Note; PROVIDED that the failure to make any such recordation
     or any error in such grid shall not adversely affect any Seller's rights;
     and

              (v)   in cash from the proceeds of capital contributed by Core-
     Mark to the Company, if any, in respect of its equity interest in the 
     Company.

          (c)   On the Initial Closing Date, in consideration of the capital
stock of the Company issued to Core-Mark, Core-Mark hereby agrees to contribute
and does hereby contribute pursuant to the terms of the Agreement (including
without limitation Section 2.01) 

<PAGE>
                                                                              11

to the Company, and the Company hereby agrees to accept and does hereby 
accept from Core-Mark, Receivables and the Receivables Property with respect 
thereto existing on the date hereof, starting with the oldest of such 
Receivables such that the aggregate Principal Amount of all such Receivables 
shall be as close as possible to, but not less than, $10,000,000. After the 
Initial Closing Date, Core-Mark may elect to contribute pursuant to the terms 
of the Agreement (including without limitation Section 2.01) additional 
Receivables and the Receivables Property with respect thereto to the Company, 
and the Company agrees to accept each such contribution; provided that 
Receivables may only be contributed on any Business Day after all amounts 
available on such day to pay the Purchase Price of Receivables pursuant to 
clauses (i), (ii), (iii) and (v) of paragraph (b) above have been applied.  
Each such contribution shall be evidenced by a notation to the effect that 
such Receivables shall have been contributed in the Daily Report delivered by 
the Servicer with respect to the date of such contribution.

          (d)  The Servicer shall be responsible, in its sole discretion but in
accordance with the preceding subsection 2.03(b), for allocating among the
Sellers the payment of the Purchase Price for Receivables and any amounts netted
therefrom pursuant to subsection 2.03(c)(i), either in the form of cash received
from the Company or as an addition to the principal amount of a Seller's
interest in the Subordinated Note.  The Company shall be entitled to pay all
amounts in respect of the Purchase Price of Receivables and Receivables Property
to an account of the Servicer for allocation by the Servicer to the Sellers, and
the Sellers hereby appoint the Servicer as their agent for purposes of receiving
such payments and making such allocations and hereby authorizes the Company to
make all payments due to such Seller directly to, or as directed by, the
Servicer.  The Servicer hereby accepts and agrees to such appointment.  All
payments under this Agreement shall be made not later than 3:00 p.m (New York
City time) on the date specified therefor in Dollars in same day funds or by
check, as the Servicer shall elect and to the bank account designated in writing
by the Servicer to the Company.

          (e)  Whenever any payment to be made under this Agreement shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.  Amounts not paid when due in accordance
with the terms of this Agreement shall bear interest at a rate equal at all
times to the Reference Rate PLUS 2%, payable on demand.

          Section 2.04.  NO REPURCHASE.  Except to the extent expressly set
forth herein, no Seller shall have any right or obligation under this Agreement,
by implication or otherwise, to repurchase from the Company any Purchased
Receivables or Receivables Property or to rescind or otherwise retroactively
affect any purchase of any Purchased Receivables or Receivables Property after
the Payment Date relating thereto.

          Section 2.05.  REBATES, ADJUSTMENTS, RETURNS AND REDUCTIONS;
MODIFICATIONS.  From time to time, a Seller may make Dilution Adjustments to
Receivables in accordance with this subsection 2.05 and subsection 5.03(c).  The
Sellers (other than those Sellers from which the Company has no Receivables
outstanding at such time), jointly and severally, agree to pay to the Company,
on the first Business Day immediately succeeding the date of the grant of any
Dilution Adjustment (regardless of which Seller shall have granted such Dilution

<PAGE>
                                                                              12

Adjustment), the amount of any such Dilution Adjustment (a "SELLER ADJUSTMENT
PAYMENT"); PROVIDED that, prior to the occurrence of any Early Termination with
respect to all Sellers, any such Seller Adjustment Payment due to the Company on
any Payment Date shall, on such Payment Date, be netted against the Purchase
Price of newly created Receivables in accordance with subsection 2.03(c)(i) to
the extent of such Principal Amount and the remaining amount of such Seller
Adjustment Payment due to the Company after such netting, if any, shall be paid
to the Company on such date in cash.  The amount of any Dilution Adjustment made
on any Reported Day shall be set forth on the Daily Report prepared with respect
to such Reported Day.

          Section 2.06.  LIMITED REPURCHASE OBLIGATION.  In the event that (i)
any representation or warranty contained in Section 4.02(c)(i), (d)(i), (h),
(i), (n) and (x) in respect of any Receivable transferred to the Company is not
true and correct in any material respect on the applicable Payment Date, or (ii)
there is a breach of any covenant contained in subsection 5.01(c), (f), (k) or
(n) or Section 5.03 with respect to any Receivable in any material respect or
(iii) the Company's interest in any Receivable is not a first priority perfected
ownership or security interest at any time as a result of any action taken by,
or any failure to take action by, any Seller, then the Sellers (other than those
Sellers from which the Company has no Receivables outstanding at such time),
jointly and severally, agree to pay to the Company an amount equal to the
Principal Amount (determined as of the Payment Date or Contribution Date for
such Receivable) of such Receivable (whether the Company paid such Purchase
Price in cash or otherwise) less Collections received by the Company in respect
of such Receivable, regardless of which Seller shall have been responsible for
such incorrectness or breach, such payment to occur no later than the Payment 
Date occurring on the 30th day (or, if such 30th day is not a Payment Date, 
on the Payment Date immediately succeeding such 30th day) after the day such 
breach or incorrectness becomes known (or should have become known with due 
diligence) to any Seller (unless such breach or incorrectness shall have been 
cured on or before such day); PROVIDED that, prior to any Early Termination 
with respect to all Sellers, any such payment due and owing to the Company on 
such Payment Date shall be netted against the Purchase Price of newly created 
Receivables in accordance with subsection 2.03(c)(i) to the extent of such 
Principal Amount and the remaining amount of such payment due to the Company 
after such netting, if any, (or following an Early Termination with respect 
to all Sellers, the full amount) shall be paid to the Company in cash to the 
extent still unpaid on such Payment Date.  Any payment by any Seller pursuant 
to this Section 2.06 is referred to as a "SELLER REPURCHASE PAYMENT".  The 
obligation to reacquire any Receivable shall, upon satisfaction thereof, 
constitute the sole remedy respecting the event giving rise to such 
obligation available to the Company. Simultaneously with any Seller 
Repurchase Payment with respect to any Receivable, such Receivable and the 
Receivables Property with respect thereto shall immediately and automatically 
be sold, assigned, transferred and conveyed by the Company to the applicable 
Seller without any further action by the Company or any other Person.

          Section 2.07.  OBLIGATIONS UNAFFECTED.  The obligations of the Sellers
to the Company under this Agreement shall not be affected by reason of any
invalidity or illegality of any Receivable or any sale of a Receivable.

<PAGE>
                                                                              13

          Section 2.08.  CERTAIN CHARGES.  Each Seller and the Company agree
that late charge revenue, reversals of discounts, other fees and charges and
other similar items, whenever created, accrued in respect of Purchased
Receivables shall be the property of the Company notwithstanding the occurrence
of an Early Termination and all Collections with respect thereto shall continue
to be allocated and treated as Collections in respect of Purchased Receivables.

          Section 2.09.  CERTAIN ALLOCATIONS.  The Sellers hereby agree that,
following the occurrence of an Early Termination, all Collections and other
proceeds received in respect of Receivables generated by the Sellers shall be
applied, FIRST, to pay the outstanding Principal Amount of Purchased Receivables
(as of the date of such Early Termination) of the Obligor to whom such
Collections are attributable until such Purchased Receivables are paid in full
and, SECOND, to the related Seller to pay Receivables of such Obligor not sold
to the Company; PROVIDED, HOWEVER, that notwithstanding the foregoing, if the
Seller can attribute a Collection to a specific Obligor and a specific
Receivable, then such Collection shall be applied to pay such Receivable of such
Obligor.  The Company and the Servicer shall take such action as the Seller may
reasonably request, at the expense of the Seller, to assure that any Receivable
not sold to the Company, the Related Property and Collections with respect
thereto do not remain commingled with other Collections hereunder and are
immediately paid to the Seller.  

          Section 2.10.  FURTHER ASSURANCES.  From time to time at the request
of a Seller, the Company shall deliver to such Seller such documents,
assignments, releases and instruments of termination as such Seller may
reasonably request to evidence the reconveyance by the Company to such Seller of
a Receivable pursuant to the terms of Section 2.01(b), 2.06 or 2.11(b), PROVIDED
that the Company shall have been paid all amounts due thereunder; and the
Company and the Servicer shall take such action as such Seller may reasonably
request, at the expense of such Seller, to assure that any such Receivable, the
Related Property and Collections with respect thereto do not remain commingled 
with other Collections hereunder.

          Section 2.11.  PURCHASE OF SELLERS' INTEREST IN RECEIVABLES AND
RECEIVABLES PROPERTY.  (a) In the event of any breach of any of the
representations and warranties set forth in subsection 4.02(a), (b), (c), (e),
(f) or (g), as of the date made, which breach has a material adverse effect on
the interests of the Company in the Receivables or the Receivables Property,
then the Company, by notice then given in writing to the Sellers, may direct the
Sellers to purchase all Receivables and Receivables Property and the Sellers
(other than those Sellers from which the Company has no Receivables outstanding
at such time), jointly and severally, shall be obligated to make such purchase
30 days after receipt of such notice on the terms and conditions set forth in
subsection 2.11(b) below; PROVIDED, HOWEVER, that no such purchase shall be
required to made if, by such date, the representations and warranties contained
in subsections 4.02(a), (b), (c), (e), (f) or (g) shall be satisfied in all
material respects, and any material adverse effect on the Company caused thereby
has been cured.

          (b)  The Sellers (other than those Sellers from which the Company has
no Receivables outstanding at such time), jointly and severally, shall, as the
purchase price for the Receivables and Receivables Property to be purchased
pursuant to subsection 2.11(a) 

<PAGE>
                                                                              14

above, pay to the Company, on the Business Day preceding such Distribution 
Date, an amount equal to the Principal Amount of the Purchased Receivables 
(determined as of the Payment Date or contribution date for such Purchased 
Receivables), less Collections received by the Company in respect of such 
Purchased Receivables, as of such Distribution Date.  Upon payment of such 
amount, in immediately available funds, to the Company, the Company's rights 
with respect to the Purchased Receivables shall terminate and such interest 
therein shall immediately and automatically be sold, assigned, transferred 
and conveyed by the Company to the Sellers without any further action by the 
Company or any other Person and the Company shall have no further rights with 
respect thereto.  If the Company gives notice directing the Sellers to 
purchase the Purchased Receivables as provided above, the obligation of the 
Sellers to purchase the Purchased Receivables pursuant to this Section 2.11 
shall, upon satisfaction thereof, constitute the sole remedy respecting an 
event of the type specified in the first sentence of this Section 2.11 
available to the Company.

                                     ARTICLE III
                               CONDITIONS TO PURCHASES

          Section 3.01.  CONDITIONS PRECEDENT TO COMPANY'S INITIAL PURCHASE. 
The obligation of the Company to purchase Receivables and Receivables Property
hereunder on the Effective Date from the Sellers is subject to the conditions
precedent that the Company shall have received on or before the date of such
purchase the following, each (unless otherwise indicated) dated the day of such
sale and in form and substance satisfactory to the Company:

          (a)   SECRETARY'S CERTIFICATE.  A certificate of the Secretary or an
     Assistant Secretary of each Seller, dated the Closing Date, and certifying
     (i) that attached thereto is a true and complete copy of the by-laws of
     such Seller, as in effect on the Effective Date and at all times since a
     date prior to the date of the resolutions described in clause (ii) below,
     (ii) that attached thereto is a true and complete copy of the resolutions,
     in form and substance reasonably satisfactory to the Company, of the Board
     of Directors of such Seller or committees thereof authorizing the 
     execution, delivery and performance of this Agreement and the other 
     Transaction Documents to which it is a party and the transactions 
     contemplated hereby and thereby, and that such resolutions have not been 
     amended, modified, revoked or rescinded and are in full force and effect, 
     (iii) that the certificate of incorporation of such Person has not been 
     amended since the date of the last amendment thereto shown on the 
     certificate of good standing (or its equivalent) furnished pursuant to 
     subsection (b) below and (iv) as to the incumbency and specimen signature 
     of each officer executing this Agreement and any other Transaction 
     Documents or any other document delivered in connection herewith or 
     therewith on behalf of such Seller (on which certificates the Company may 
     conclusively rely until such time as the Company shall receive from such 
     Seller a revised certificate with respect to such Seller meeting the 
     requirements of this subsection (a));

<PAGE>
                                                                             15

          (b)  CORPORATE DOCUMENTS.  The certificate of incorporation, including
     all amendments thereto, of the Seller, certified as of a recent date by the
     Secretary of State or other appropriate authority of the state of
     incorporation, as the case may be;

          (c)  GOOD STANDING CERTIFICATES.  Certificates of compliance, of
     status or of good standing, dated as of a recent date, from the Secretary
     of State or other appropriate authority of such jurisdiction, with respect
     to each Seller in California, Oregon, Nevada, Arizona and each other State
     from which the Sellers generate at least 10% of their gross sales;

          (d)  CONSENTS, LICENSES, APPROVALS, ETC.  A Certificate dated the
     Closing Date of a Responsible Officer of each Seller either (i) attaching
     copies of all consents (including without limitation consents under loan
     agreements and indentures to which any Seller or its Affiliates are
     parties), licenses and approvals required in connection with the execution,
     delivery and performance by such Seller of this Agreement and the validity
     and enforceability of this Agreement against such Seller, and such
     consents, licenses and approvals shall be in full force and effect or (ii)
     stating that no such consents, licenses or approvals are so required;

          (e)  NO LITIGATION.  Confirmation that there is no pending or, to its
     knowledge after due inquiry, threatened action or proceeding affecting such
     Seller or any of its Subsidiaries before any Governmental Authority that
     could reasonably be expected to have a Material Adverse Effect;

          (f)  UCC CERTIFICATE; UCC FINANCING STATEMENTS.  (i) A UCC
     Certificate, substantially in the form of EXHIBIT C hereto, duly executed
     by a Responsible Officer of the applicable Seller and dated such date of
     purchase and (ii) executed copies of such proper financing statements,
     filed and recorded at such Seller's expense prior to the Closing Date,
     naming the applicable Seller as the seller and the Company as the purchaser
     of the Receivables and the Receivables Property, in proper form for filing
     in each jurisdiction in which the Company (or any of its assignees) deems
     it necessary or desirable to perfect the Company's ownership interest in
     all Receivables and Receivables Property under the UCC or any comparable
     law of such jurisdiction;

          (g)  UCC SEARCHES.  Written search reports, listing all effective
     financing statements that name the applicable Seller as debtor or assignor
     and that are filed in the jurisdictions in which filings were made pursuant
     to subsection (f) above and in any other jurisdictions that the Company
     determines are necessary or appropriate, together with copies of such
     financing statements (none of which, except for those described in
     subsection (f) above, shall cover any Receivables or Receivables Property),
     and tax and judgment lien searches showing no such liens that are not
     permitted by the Transaction Documents;

          (h)  OTHER TRANSACTION DOCUMENTS.  Original copies, executed by each
     of the parties thereto, of each of the other Transaction Documents to be
     executed and delivered in connection herewith;

<PAGE>
                                                                            16

          (i)  BACK-UP SERVICING ARRANGEMENTS.  Evidence that each Seller
     maintains disaster recovery systems and back-up computer and other
     information management systems that, in the Company's reasonable judgment
     as of the date hereof, are sufficient to protect such Seller's business
     against material interruption or loss or destruction of its primary
     computer and information management systems;

          (j)  LEGAL OPINIONS.  (i)  One or more legal opinions from counsel to
     the Sellers and counsel to the Company to the effect that:

               (A)  the sales of Receivables by each Seller to the Company
          pursuant to this Agreement are true sales or other absolute transfers
          and that such Receivables would not be property of such Seller's
          bankruptcy estate; and

               (B)  a court would not order the substantive consolidation of the
          assets and liabilities of the Company with those of any Seller. 

          (ii) One or more legal opinions from counsel to the Sellers and
     counsel to the Company:

               (A)  to the effect that each Seller and the Company, as
          applicable, has all approvals, judicial, regulatory, legal or
          otherwise, needed to execute, deliver and perform each Transaction
          Document to which it is a party and that no conflict or default will
          occur as a result of the execution, delivery and performance thereof; 

               (B)  to the effect that the Company has a perfected, first
          priority, security interest in the Receivables and Receivables
          Property; and

               (C)  addressing other customary matters.

          (iii)     Each such legal opinion shall also be addressed to the
     Rating Agencies, the Initial Purchaser and the Trustee;

          (k)  LOCK-BOX AGREEMENT.  Lockbox Agreements signed by the Servicer,
     each Seller (if necessary), the Company, each Lockbox Processor and the
     Trustee and Eligible Segregated Account Bank Acknowledgements with respect
     to each Eligible Segregated Accounts;

          (l)  POLICIES.  A copy of the Policies, which shall be satisfactory in
     form and substance to the Company; 

          (m)  LIST OF OBLIGORS.  The Receivables List of each Seller showing,
     as of the Cut-Off Date, the Obligors whose Receivables are to be
     transferred to the Company on the Effective Date and the balance of the
     Receivables with respect to each such Obligor as of such prior date; and

<PAGE>
                                                                            17

          (n)  SYSTEMS.  Evidence, reasonably satisfactory to the Company, the
     Trustee and the Agents that such Seller's systems, procedures and record
     keeping relating to the Purchased Receivables is in all material respects
     sufficient and satisfactory in order to permit the purchase and
     administration of the Purchased Receivables in accordance with the terms
     and intent of this Agreement.

          Section 3.02.  CONDITIONS PRECEDENT TO THE ADDITION OF A SELLER.  The
obligation of the Company to purchase Receivables and Receivables Property
hereunder from a Subsidiary of Core-Mark approved by the Company as an
additional Seller pursuant to Section 9.12 is subject to the conditions
precedent that the Company shall have received on or before the date designated
for the addition of such Seller (the "SELLER ADDITION DATE") and in form and
substance satisfactory to the Company:

          (a)  ADDITIONAL SELLER SUPPLEMENT; UCC CERTIFICATE.  (i) an Additional
     Seller Supplement (with a copy for the Trustee and each Agent) duly
     executed and delivered by such Seller and (ii) a UCC Certificate duly
     executed by a Responsible Officer of such Seller and dated the related
     Seller Addition Date.

          (b)   SECRETARY'S CERTIFICATE.  A certificate of the Secretary or 
     an Assistant Secretary of such Seller, dated the Effective Date, and 
     certifying (i) that attached thereto is a true and complete copy of the 
     by-laws of such Seller, as in effect on the Seller Addition Date and at 
     all times since a date prior to the date of the resolutions described in 
     clause (ii) below, (ii) that attached thereto is a true and complete 
     copy of the resolutions, in form and substance reasonably satisfactory 
     to the Company, of the Board of Directors of such Seller or committees 
     thereof authorizing the execution, delivery and performance of this 
     Agreement and the other Transaction Documents to which it is a party and 
     the transactions contemplated hereby and thereby, and that such 
     resolutions have not been amended, modified, revoked or rescinded and 
     are in full force and effect, (iii) that the certificate of 
     incorporation of such Seller has not been amended since the date of the 
     last amendment thereto shown on the certificate of good standing (or its 
     equivalent) furnished pursuant to subsection (d) below and (iv) as to 
     the incumbency and specimen signature of each officer executing the 
     Additional Seller Supplement and any other Transaction Documents or any 
     other document delivered in connection therewith on behalf of such 
     Seller (on which certificates the Company may conclusively rely until 
     such time as the Company shall receive from such Seller a revised 
     certificate with respect to such Seller meeting the requirements of this 
     subsection (b));

          (c)  CORPORATE DOCUMENTS.  The certificate of incorporation, including
     all amendments thereto, of such Seller, certified as of a recent date by 
     the Secretary of State or other appropriate authority of the state of 
     incorporation, as the case may be;

          (d)  GOOD STANDING CERTIFICATES.  Certificates of compliance, of
     status or of good standing, dated as of a recent date, from the Secretary
     of State or other appropriate authority of such jurisdiction, with respect
     to such Seller in each State where the ownership, lease or operation of
     property or the conduct of business requires 

<PAGE>
                                                                            18

     it to qualify as a foreign corporation, except where the failure to so 
     qualify would not have a Material Adverse Effect;

          (e)  CONSENTS, LICENSES, APPROVALS, ETC.  A Certificate dated the
     related Seller Addition Date of a Responsible Officer of such Seller either
     (i) attaching copies of all consents (including without limitation consents
     under loan agreements and indentures to which any Seller or its Affiliates
     are parties), licenses and approvals required in connection with the
     execution, delivery and performance by such Seller of the Additional Seller
     Supplement and the validity and enforceability of the Additional Seller
     Supplement against such Seller, and such consents, licenses and approvals
     shall be in full force and effect or (ii) stating that no such consents,
     licenses or approvals are so required;

          (f)  NO LITIGATION.  Confirmation that there is no pending or, to its
     knowledge after due inquiry, threatened action or proceeding affecting such
     Seller or any of its Subsidiaries before any Governmental Authority that
     could reasonably be expected to have a Material Adverse Effect;

          (g)  LOCKBOXES; ELIGIBLE SEGREGATED ACCOUNTS.  A Lockbox Account with
     respect to Receivables to be sold by such Seller shall have been
     established in the name of the Company, and the Servicer shall have
     delivered with respect to such Lockbox Account a Lockbox Agreement signed
     by it, the Company, the Trustee and applicable Lockbox Processor or an
     Eligible Segregated Account Bank Acknowledgement, as the case may be.

          (f)  UCC CERTIFICATE; UCC FINANCING STATEMENTS.  (i) A UCC Certificate
     duly executed by a Responsible Officer of such Seller and dated the related
     Seller Addition Date and (ii) executed copies of such proper financing
     statements, filed and recorded at such Seller's expense prior to the
     related Seller Addition Date, naming such Seller as the seller and the
     Company as the purchaser of the Receivables and the Receivables Property,
     in proper form for filing in each jurisdiction in which the Company (or any
     of its assignees) deems it necessary or desirable to perfect the Company's
     ownership interest in all Receivables and Receivables Property under the
     UCC or any comparable law of such jurisdiction;

          (g)  UCC SEARCHES.  Written search reports, listing all effective
     financing statements that name such Seller as debtor or assignor and that
     are filed in the jurisdictions in which filings were made pursuant to
     subsection (f) above and in any other jurisdictions that the Company
     determines are necessary or appropriate, together with copies of such
     financing statements (none of which, except for those described in
     subsection (f) above, shall cover any Receivables or Receivables Property),
     and tax and judgment lien searches showing no such liens that are not
     permitted by the Transaction Documents;

          (h)  LIST OF OBLIGORS.  A microfiche, typed or printed list or other
     tangible evidence reasonably acceptable to the Company showing as of a date
     acceptable to the Company prior to the related Seller Addition Date the
     Obligors whose Receivables are 

<PAGE>
                                                                            19

     to be transferred to the Company and the balance of the Receivables with 
     respect to each such Obligor as of such date.

          (i)  OPINIONS.  Legal opinions with respect to such Seller conforming
     to the requirements of Section 3.01(j).

          (j)  BACK-UP SERVICING ARRANGEMENTS.  Evidence that such Seller
     maintains disaster recovery systems and back-up computer and other
     information management systems that, in the Company's reasonable judgment,
     are sufficient to protect such Seller's business against material
     interruption or loss or destruction of its primary computer and information
     management systems.

          (k)  PARTY TO SERVICING AGREEMENT.  Evidence that such additional
     Seller shall have become a party to the Servicing Agreement in its capacity
     as a Sub-Servicer thereunder.

          (l)  SYSTEMS.  Evidence, reasonably satisfactory to the Company, the
     Trustee and the Agents, that such additional Seller's systems, procedures
     and record keeping relating to the Purchased Receivables remain in all
     material respects sufficient and satisfactory in order to permit the
     purchase and administration of the Purchased Receivables in accordance with
     the terms and intent of this Agreement.

          Section 3.03.  CONDITIONS PRECEDENT TO ALL THE COMPANY'S PURCHASES OF
RECEIVABLES.  The obligation of the Company to pay for any Receivable and the
Receivables Property with respect thereto on each Payment Date (including the
Effective Date) shall be subject to the further conditions precedent that, on
and as of such Payment Date:

          (a)  the following statements shall be true (and the acceptance by the
     relevant Seller of the Purchase Price for such Receivable on such Payment
     Date shall constitute a representation and warranty by such Seller that on
     such Payment Date such statements are true):

                (i) the representation and warranties of such Seller contained
          in Section 4.02 shall be true and correct in all material respects on
          and as of such Payment Date as though made on and as of such date
          except to the extent any such representation or warranty is expressly
          made only as of another date (in which case it shall be true and
          correct in all material respects on and as of such other date);

               (ii) after giving effect to such purchase, no (A) Early
          Termination with respect to such Seller or (B) Potential Purchase
          Termination Event with respect to a Purchase Termination Event set
          forth in clause (g)(ii) of Section 6.01 shall have occurred and be
          continuing; and

              (iii) there has been no material adverse change since the date of
          this Agreement in the collectibility of the Receivables taken as a
          whole (other than due to a change in the creditworthiness of the
          Obligors);

<PAGE>
                                                                            20

          (b)  the Company shall have received (after giving effect to
     subsection 2.03(c)(i)) payment in full of all amounts for which payment is
     due from such Seller pursuant to Sections 2.05, 2.06 or 7.01;

          (c)  the Company shall have received such other approvals, opinions or
     documents as the Company may reasonably request; and 

          (d)  such Seller shall have complied with all of its covenants in all
     material respects and satisfied all of its obligations in all material
     respects under this Agreement required to be complied with or satisfied as
     of such date;

PROVIDED, HOWEVER, that the failure of such Seller to satisfy any of the
foregoing conditions shall not prevent such Seller from subsequently selling
Receivables upon satisfaction of all such conditions or exercising its rights
under subsection 2.01(b).

          Section 3.04.  CONDITION PRECEDENT TO EACH SELLER'S OBLIGATIONS.  The
obligation of a Seller to sell any Receivable generated by it on any date
(including on the Effective Date) shall be subject to the condition precedent
that, on the related Payment Date, the following statement shall be true (and
the payment by the Company of the Purchase Price for such Receivable on such
date shall constitute a representation and warranty by the Company that on such
Payment Date the statements in clause (ii) are true): (i) no Purchase
Termination Event set forth in paragraph (g) (other than clause (v) thereof) of
Section 6.01 shall have occurred and be continuing and (ii) no Early
Amortization Event or Potential Early Amortization Event in each case of a type
set forth in paragraph (a) of (other than clause (v) thereof) Section 7.1 of the
Pooling Agreement shall have occurred and be continuing.


                                      ARTICLE IV
                            REPRESENTATIONS AND WARRANTIES

          Section 4.01.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The
Company represents and warrants as to itself for the benefit of the Sellers as
follows:

          (a)  It (i) is a corporation duly organized, validly existing and in
     good standing under the laws of the jurisdiction of its incorporation, and
     is duly qualified as a foreign corporation and is in good standing in each
     jurisdiction in which the failure to so qualify would have a Material
     Adverse Effect, (ii) has all requisite corporate power and authority and
     the legal right to own, pledge, mortgage and operate its properties, and to
     conduct its business as now or currently proposed to be conducted and (iii)
     is in compliance with all Requirements of Law.

          (b)  It has the corporate power and authority, and the legal right, to
     execute, deliver and perform this Agreement and the other Transaction
     Documents to which it is a party and has taken all necessary corporate 
     action to authorize the execution, delivery and performance of this 
     Agreement and the other Transaction Documents to which it is a party.

<PAGE>
                                                                            21

          (c)  The execution, delivery and performance by it of this Agreement
     and the other Transaction Documents to which it is a party and all
     instruments and documents to be delivered hereunder by it, and the
     transactions contemplated hereby and thereby, (i) do not (A) violate its
     certificate or articles of incorporation and by-laws or other
     organizational or governing documents or, in any material respect, any
     other Requirement of Law, (B) conflict with or result in the breach of, or
     constitute a default under, any indenture, mortgage or deed of trust or any
     material lease, agreement or other instrument binding on or affecting it or
     any of its respective subsidiaries or any of its properties in any material
     respect or (C) result in or require the creation or imposition of any Lien
     EXCEPT as created or imposed hereunder or under the Pooling Agreement, and
     no transaction contemplated hereby requires compliance on its part with any
     bulk sales act or similar law, and (ii) do not require the consent of,
     authorization by or approval of or notice to or filing or registration
     with, any governmental body, agency, authority, regulatory body or any
     other Person other than those which have been obtained or made EXCEPT for
     the filing of the Financing Statements referred to in Article III hereof,
     which filings the Sellers hereby represent shall have been duly made prior
     to or substantially contemporaneously with any purchases of Receivables and
     other Receivables Property and shall at all times be in full force and
     effect (except as they may be terminated by the Company).

          (d)  This Agreement has been duly executed and delivered by the
     Company and constitutes its legal, valid and binding obligation,
     enforceable against it in accordance with its terms except (A) as such
     enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other similar laws now or hereafter in effect
     affecting the enforcement of creditors' rights in general, and (B) as such
     enforceability may be limited by general principles of equity (whether
     considered in a suit at law or in equity).

          Section 4.02.  REPRESENTATIONS AND WARRANTIES OF THE SELLERS.  Each
Seller hereby represents and warrants, as to itself only, for the benefit of the
Company and its assigns (including the Trustee) on the applicable Effective Date
and on each Payment Date as follows:

          (a)  CORPORATE EXISTENCE.  Such Seller (i) is a corporation duly
     incorporated, validly existing and in good standing under the laws of the
     jurisdiction of its organization, (ii) has all requisite corporate power
     and authority, and all legal right, to own and operate its properties, to
     lease the properties it operates as lessee and to conduct its business as
     now conducted and (iii) is duly qualified as a foreign corporation to do
     business and in good standing (or is exempt from such requirements) under
     the laws of each jurisdiction in which the ownership or lease of property
     or the conduct of its business requires such qualification, except, in the
     case of clauses (ii) and (iii), to the extent that a failure to have such
     power, authority or right or to qualify and be in good standing, as the
     case may be, would not be reasonably likely to have a Material Adverse
     Effect.

          (b)  CORPORATE POWER; AUTHORIZATION; CONSENTS.  The Seller has the
     corporate power and authority, and the legal right, to execute, deliver and
     perform this 

<PAGE>
                                                                             22

     Agreement and the other Transaction Documents to which it is a party and 
     has taken all necessary corporate action to authorize the execution, 
     delivery and performance of this Agreement and the other Transaction 
     Documents to which it is a party.  No consent or authorization of, filing 
     with, notice to or other act by or in respect of, any Governmental 
     Authority or any other Person is required in connection with the 
     execution, delivery, performance, validity or enforceability of this 
     Agreement and the other Transaction Documents to which it is a party by 
     or against the Seller other than (i) those consents which have duly been 
     obtained or made and are in full force and effect on the Effective Date 
     or the relevant Payment Date, as the case may be, (ii) the filing of the 
     UCC financing statements referred to in Article III, all of which, at the 
     time required in Article III, shall have been duly made and shall be in 
     full force and effect, (iii) those that may be required under state 
     securities or "blue sky" laws in connection with the offering or sale of 
     Certificates and (iv) any such consent, authorization, filing, notice or 
     other act, the absence of which would not be reasonably likely to have a 
     Material Adverse Effect.  This Agreement and each other Transaction 
     Document to which it is a party have been duly executed and delivered on 
     behalf of the Seller.

          (c)  NO DEFAULT.  (i) Such Seller is not in default under or with
     respect to any of its Contractual Obligations in any respect which would be
     reasonably likely to have a Material Adverse Effect.  (ii) No (A) Early
     Termination or (B) Potential Purchase Termination Event with respect to a
     Purchase Termination Event set forth in clause (g)(ii) of Section 6.01, in
     each case with respect to such Seller, has occurred and is continuing.

          (d)  VALID SALE; BINDING OBLIGATIONS.  (i) Each transfer of
     Receivables and Receivables Property made pursuant to this Agreement shall
     constitute a valid sale, transfer and assignment of the Receivables and the
     Receivables Property to the Company which is perfected and of first
     priority under applicable law, enforceable against creditors of, and
     purchasers of Receivables from, such Seller.  (ii) This Agreement
     constitutes, and each other Transaction Document to be signed by such
     Seller when duly executed and delivered will constitute, an enforceable
     obligation of such Seller in accordance with its terms, except (A) as such
     enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other similar laws now or hereafter in effect
     affecting the enforcement of creditors' rights in general, and (B) as such
     enforceability may be limited by general principles of equity (whether
     considered in a suit at law or in equity).

          (e)  NO VIOLATION.  The execution, delivery and performance of, and
     the consummation of the transactions contemplated by, this Agreement and
     the other Transaction Documents and the fulfillment of the terms hereof and
     thereof will not (i) conflict with, result in any breach of any of the
     terms and provisions of, or constitute (with or without notice or lapse of
     time or both) a default under, the Certificate of Incorporation or By-laws
     of such Seller or any indenture, loan agreement, mortgage, deed of trust,
     or other material contract, agreement or instrument to which such Seller is
     a party or by which such Seller or any of its properties is bound
     (ii) result in the creation or imposition of any Lien upon any of its
     properties 

<PAGE>
                                                                            23

     pursuant to the terms of any such contract, indenture, loan agreement, 
     mortgage, deed of trust, lease or other agreement or instrument, other than
     this Agreement and the other Transaction Documents, or (iii) violate in any
     material respect, any other Requirement of Law.

          (f)  NO PROCEEDINGS.  There are no proceedings or investigations
     pending or, to the knowledge of such Seller, threatened against such Seller
     before any court, regulatory body, administrative agency, or other tribunal
     or governmental instrumentality (i) asserting the invalidity or
     unenforceability of this Agreement or any other Transaction Document,
     (ii) seeking to prevent the consummation of any of the transactions
     contemplated by this Agreement or any other Transaction Document, or
     (iii) seeking any determination or ruling that, in the reasonable judgment
     of such Seller, would materially and adversely affect the performance by
     such Seller of its obligations under this Agreement or any other
     Transaction Document. 

          (g)  BULK SALES ACT.  No transaction contemplated by this Agreement or
     any other Transaction Document with respect to such Seller requires
     compliance with, or will be subject to avoidance under, any bulk sales act
     or similar law.

          (h)  BONA FIDE RECEIVABLES; ELIGIBLE RECEIVABLES.  Each Receivable of
     such Seller is or will be an account receivable arising out of such
     Seller's performance in accordance with the terms of the Contract, if any,
     giving rise to such Receivable.   Each Receivable sold by it hereunder,
     other than Receivables which such Seller states in writing (in the
     applicable Daily Report or otherwise) are not Eligible Receivables, is at
     its respective Payment Date an Eligible Receivable.  The aggregate
     outstanding Principal Amount of Receivables so sold by it on any Payment
     Date is correctly set forth on the Daily Report with respect to such
     Payment Date.

          (i)  QUALITY OF TITLE.  Each Receivable and all Receivables Property
     which is to be transferred to the Company by such Seller shall be
     transferred by such Seller free and clear of any Lien (other than any Lien
     arising under any other Transaction Document or arising solely as the
     result of any action taken by the Company hereunder or the Trustee);
     immediately prior to such transfer such Seller shall have made all filings
     under applicable law in each relevant jurisdiction in order to protect and
     perfect the Company's ownership interest in all Receivables and Receivables
     Property against all creditors of, and purchasers of Receivables from, such
     Seller; and upon such transfer, the Company shall have acquired a valid and
     perfected first priority ownership interest in each Receivable and the
     Receivables Property free and clear of any Lien (other than Permitted Liens
     described in clauses (i) and (iv) of the definition of Permitted Liens and
     any Lien arising solely as the result of any action taken by the Company
     hereunder or the Trustee); and no effective financing statement or other
     instrument similar in effect covering any Receivable, any interest therein
     or any Receivables Property with respect thereto is on file in any
     recording office except such as may be filed in favor of the Company
     pursuant to this Agreement, in favor of the Trustee.

<PAGE>
                                                                            24

          (j)  LOCATION OF RECORDS; CHIEF EXECUTIVE OFFICE.  The chief executive
     office of such Seller is as indicated on SCHEDULE 2 hereto and is the place
     where the Seller is "located" for the purposes of Section 9-103(3)(d) of
     the UCC as in effect in the State of New York.  The state and county where
     the chief executive office of such Seller is "located" for the purposes of
     Section 9-103(3)(d) of the UCC as in effect in the State of New York has 
     not changed in the past four months.  The offices where such Seller keeps 
     its records concerning the Receivables and related Contracts and all other
     agreements related to the Receivables are as indicated for such Seller on 
     SCHEDULE 2 hereto (or at such other locations, notified to the Company and
     the Trustee in accordance with Section 5.01(h), in jurisdictions where all
     action required by Section 9.2 has been taken and completed).

          (k)  MARGIN REGULATIONS.  No use of any funds obtained by such Seller
     under this Agreement or the other Transaction Documents will conflict with
     or contravene any of Regulations G, T, U and X promulgated by the Board of
     Governors of the Federal Reserve System from time to time.

          (l)  ACCURACY OF INFORMATION.  All factual written information,
     reports, financial statements, exhibits and schedules heretofore or
     contemporaneously furnished by such Seller or its Affiliates (other than
     the Company) to the Company or the Trustee for purposes of or in connection
     with any Transaction Document or any transaction contemplated hereby or
     thereby is, and all other such factual, written information hereafter
     furnished (if prepared by such Seller or any Affiliate or, if not prepared
     by such Seller or any Affiliate, to the extent that information contained
     therein was supplied by such Seller or any Affiliate) by such Seller or any
     Affiliate (other than the Company) to the Company or the Trustee pursuant
     to or in connection with any Transaction Document shall be, true and
     accurate in every material respect on the date as of which such information
     is or will be furnished (unless such information relates to another date,
     in which case as of such other date), and such information is not, and
     shall not be (as the case may be) incomplete by omitting to state a
     material fact or any fact necessary to make the statements contained
     therein not misleading as of such date.

          (m)  PROCEEDS BANKS; PAYMENT INSTRUCTIONS.  The names and addresses of
     all the Lockbox Banks, the Lockbox Processors, the Collection P.O. Boxes
     and Eligible Segregated Account Banks, together with the account numbers of
     the Lockbox Accounts and the Eligible Segregated Accounts into which
     Collections are deposited at such institutions, are specified in SCHEDULE
     3.  The Sellers have transferred all of their right, title and interest in
     each Lockbox Account and Eligible Segregated Account to the Company.  Each
     Lockbox Bank or Lockbox Processor has executed and delivered to the Company
     and the Trustee a Lockbox Agreement.  Each Eligible Segregated Account Bank
     has executed and delivered to the Company and the Trustee an Eligible
     Segregated Account Bank Agreement.  With respect to any payments in respect
     of Receivables and Related Property that are made directly to any Seller
     (including without limitation, any Collectors, other employees thereof or
     independent contractors employed thereby), such Seller agrees to deposit
     payments in the form received within one Business Day of receipt directly
     to one of the Lockbox Accounts, or Eligible 

<PAGE>
                                                                            25

     Segregated Accounts.  Each Seller has instructed all Obligors to submit 
     all payments on Receivables and Related Property directly to one of the 
     Lockbox Accounts, Collection P.O. Boxes or Eligible Segregated Accounts 
     or as otherwise provided in Section 2.3 of the Servicing Agreement.

          (n)  VALID TRANSFERS.  No transfer of any Receivables or any
     Receivables Property to the Company by such Seller constitutes a fraudulent
     transfer or fraudulent conveyance or is otherwise void or voidable under
     similar laws or principles, the doctrine of equitable subordination or 
     for any other reason.  The transfers of Receivables and Receivables 
     Property by such Seller to the Company pursuant to this Agreement, and 
     all other transactions between such Seller and the Company, have been and 
     will be made in good faith and without intent to hinder, delay or defraud 
     creditors of such Seller, and such Seller acknowledges that it has 
     received and will receive fair consideration and reasonably equivalent 
     value for the purchases by the Company of Receivables and Receivables 
     Property hereunder. The purchase of Receivables and Receivables Property 
     by the Company from such Seller constitutes a true sale or other absolute 
     transfer of such Receivables and Receivables Property under applicable 
     state law.

          (o)  TRADE NAMES.  Such Seller uses no trade name in the furnishing 
     of its products or services which generate Receivables other than its 
     actual corporate name and the trade names set forth for such Seller in 
     SCHEDULE 5. During the five years preceding the date hereof, except as 
     set forth in SCHEDULE 5, (i) such Seller has not been known by any legal 
     name or trade name other than its corporate name, (ii) nor has such 
     Seller been the subject of any merger or other corporate reorganization 
     within the last five years, other than mergers occurring more than one 
     year prior to the date hereof in which the Seller was the surviving 
     company and the merged entity did not include in its name the name 
     "Core-Mark".

          (p)  LITIGATION; COMPLIANCE WITH APPLICABLE LAWS.  There are no
     actions, suits or proceedings at law or in equity or by or before any
     governmental authorities (federal, state, local or foreign) now pending or,
     to the knowledge of such Seller, threatened against or affecting such
     Seller or any business, property or rights of such Seller (A) that involve
     any Transaction Documents or the transactions contemplated thereby or (B)
     as to which there is a reasonable possibility of an adverse determination
     and that, if adversely determined, could reasonably be expected,
     individually or in the aggregate, to result in a Material Adverse Effect. 
     Such Seller is in compliance with the requirements of all applicable laws,
     rules, regulations, and orders of all governmental authorities (federal,
     state, local or foreign, and including, without limitation, environmental
     laws), a breach of any of which, individually or in the aggregate, would be
     reasonably likely to have a Material Adverse Effect.

          (q)  TAXES.  Such Seller has filed all tax returns (federal, state 
     and local) required by law to be filed and has paid or made adequate 
     provision for the payment of all taxes, assessments and other 
     governmental charges due from such Seller or is contesting any such tax, 
     assessment or other governmental charge in good faith through 
     appropriate proceedings.  No tax Lien has been filed with respect to 
     taxes 

<PAGE>

                                                                            26

     exceeding in the aggregate $2,500,000, and, to the best knowledge of the 
     Seller, no claim is presently being asserted with respect to taxes 
     exceeding in the aggregate $2,500,000. For purposes of this paragraph, 
     "taxes" shall mean any present or future tax, levy, impost, duty, charge, 
     assessment or fee of any nature (including interest, penalties and 
     additions thereto) that is imposed by any Governmental Authority.  Such 
     Seller knows of no basis for any material additional tax assessment for any
     fiscal year for which adequate reserves have not been established.

          (r)  ERISA MATTERS.  

                    (i)  Except as specifically disclosed in SCHEDULE 7 hereto,
          such Seller and each of its ERISA Affiliates is in compliance in all
          material respects with the applicable provisions of ERISA and the
          regulations and published interpretations thereunder with respect to
          each Plan of such Seller or any of its ERISA Affiliates, except for
          such noncompliance which could not reasonably be expected to result 
          in a Material Adverse Effect.  

                   (ii)  No Reportable Event has occurred as to which such 
          Seller or any of its ERISA Affiliates was required to file a report 
          with the PBGC, other than reports for which the 30-day notice 
          requirement is waived, reports that have been filed and reports the 
          failure of which to file would not reasonably be expected to result 
          in a Material Adverse Effect.

                  (iii)  Except as specifically disclosed in SCHEDULE 7 
          hereto, as of the Effective Date, the present value of all benefit 
          liabilities under each Plan of such Seller or any of its ERISA 
          Affiliates (on an ongoing basis and based on those assumptions used 
          to fund such Plan) did not, as of the last valuation report 
          applicable thereto, exceed the value of the assets of such Plan.  

                   (iv)  Neither such Seller nor any of its ERISA Affiliates has
          incurred any Withdrawal Liability that could reasonably be expected to
          result in a Material Adverse Effect. 

                    (v)  Neither such Seller nor any of its ERISA Affiliates has
          received any notification that any Multiemployer Plan is in
          reorganization or has been terminated within the meaning of Title IV
          of ERISA, or that a reorganization or termination has resulted or
          could reasonably be expected to result, through increases in the
          contributions required to be made to such Plan or otherwise, in a
          Material Adverse Effect.

          (s)  SOLVENCY.  Both prior to and after giving effect to the
     transactions occurring on each Payment Date, (i) the fair value of the
     assets of the Seller at a fair valuation will exceed the debts and
     liabilities, subordinated, contingent or otherwise, of the Seller; (ii) the
     present fair salable value of the property of such Seller will be greater
     than the amount that will be required to pay the probable liability of such
     Seller on its debts and other liabilities, subordinated, contingent or
     otherwise, as such debts and liabilities become absolute and matured; (iii)
     such Seller will be able to pay 

<PAGE>
                                                                            27

     its debts and liabilities, subordinated, contingent or otherwise, as such 
     debts and liabilities become absolute and matured; and (iv) such Seller 
     will not have unreasonably small capital with which to conduct the 
     business in which it is engaged as such business is now conducted and is 
     proposed to be conducted.  For all purposes of clauses (i) through (iv) 
     above, the amount of contingent liabilities at any time shall be computed 
     as the amount that, in the light of all the facts and circumstances 
     existing at such time, represents the amount that can reasonably be 
     expected to become an actual or matured liability.  Such Seller does not 
     intend to, nor does it believe that it will, incur debts beyond its 
     ability to pay such debts as they mature, taking into account the timing 
     of and amounts of cash to be received by it and the timing of and amounts 
     of cash to be payable in respect of its debt.

          (t)  INVESTMENT COMPANY ACT.  Neither such Seller nor any of such
     Seller's Subsidiaries is (i) an "investment company" registered or required
     to be registered under the 1940 Act,  or (ii) a "holding company", or a
     "subsidiary company" or an "affiliate" of a "holding company" within the
     meaning of the Public Utility Holding Company Act of 1935, as amended.

          (u)  OWNERSHIP.  All of the issued and outstanding capital stock of
     such Seller (other than Core-Mark) is owned, directly or indirectly, by
     Core-Mark.

          (v)  INDEBTEDNESS TO COMPANY.  Such Seller had no outstanding
     Indebtedness to the Company other than amounts permitted by this Agreement
     or amounts outstanding under the Subordinated Note. 

          (w)   RECEIVABLES DOCUMENTS.  Upon the delivery, if any, by such
     Seller to the Company of licenses, rights, computer programs, related
     materials, computer tapes, disks, cassettes and data relating to the
     administration of the Purchased Receivables pursuant to subsection 5.01(p),
     the Company shall have been furnished with all materials and data necessary
     to permit orderly collection of the Purchased Receivables without the
     participation of such Seller in such collection.

          (x)  RECEIVABLES LISTS.  The Receivables Lists set forth in all
     material respects an accurate and complete listing as of the Cut-Off Date
     of all Receivables to be transferred to the Company on the Effective Date
     and the information contained therein with respect to the identity and
     Principal Amount of each such Receivable is true and correct in all
     material respects as of the Cut-Off Date.

          The representations and warranties set forth in this Section 4.02
shall survive the transfer and assignment of the respective Receivables to the
Company pursuant to this Agreement.  Upon discovery by any Seller or the Company
of a breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice to the other.

<PAGE>
                                                                            28

                                      ARTICLE V
                                  GENERAL COVENANTS

          Section 5.01.  AFFIRMATIVE COVENANTS OF THE SELLERS.  Each Seller
covenants that, until the Purchase Termination Date shall have occurred with
respect to such Seller and there are no amounts outstanding with respect to the
Purchased Receivables previously sold by such Seller to the Company (other than
Charged-off Receivables):

          (a)  PRESERVATION OF CORPORATE EXISTENCE AND NAME. Such Seller will
     preserve and maintain in all material respects its corporate existence,
     rights, franchises and privileges in the jurisdiction of its incorporation,
     and qualify and remain qualified in good standing as a foreign corporation
     in each jurisdiction where the failure to preserve and maintain such
     existence, rights, franchises, privileges and qualification could have a
     Material Adverse Effect.

          (b)  MAINTENANCE OF PROPERTY.  Such Seller will keep all property and
     assets useful and necessary to permit the origination, monitoring and
     collection of Receivables.

          (c)  COMPLIANCE WITH LAWS, ETC.  Such Seller shall comply in all
     material respects with all applicable laws, rules, regulations and orders
     applicable to the Receivables and the Receivables Property, including,
     without limitation, rules and regulations relating to truth in lending,
     fair credit billing, fair credit reporting, equal credit opportunity, fair
     debt collection practices and privacy, where failure to so comply could
     reasonably be expected to have a materially adverse impact on the amount of
     Collections thereunder.

          (d)  VISITATION RIGHTS.  At any reasonable time during normal business
     hours and from time to time upon reasonable notice, according to the
     Seller's normal security and confidentiality provisions with respect to
     customer lists, such Seller shall permit (i) the Company, the Trustee or
     any of its agents or representatives, (A) to examine and make copies of and
     abstracts from the records, books of account and documents (including,
     without limitation, computer tapes and disks) of such Seller relating to
     Receivables and Related Property owned or to be purchased by the Company
     hereunder, including without limitation, the related Contracts and purchase
     orders and other agreements and (B) following the termination of the
     appointment of Core-Mark as Servicer or of such Seller as a Servicing Party
     with respect to the Receivables, to be present at the offices and
     properties of such Seller to administer and control the collection of
     amounts owing on the Purchased Receivables and (ii) the Company, the
     Trustee or any of its agents or representatives, or the Trustee (upon the
     giving of appropriate notice to the Company) to visit the properties of
     such Seller for the purpose of examining such records, books of account and
     documents, and to discuss the affairs, finances and accounts of such Seller
     relating to the Receivables or such Seller's performance hereunder with any
     of its officers or directors and with its independent certified public
     accountants; PROVIDED, that the Company, the Trustee or such agents or
     representatives, as the case may be, shall notify such Seller prior to any

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                                                                            29

     contact with such accountants and permit representatives of the Seller to
     participate in such discussions.

          (e)  KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  Such Seller will
     maintain and implement administrative and operating procedures (including,
     without limitation, an ability to recreate records evidencing Receivables
     and the Receivables Property in the event of the destruction of the
     originals thereof), and keep and maintain all documents, books, records and
     other information which, in each case, in the reasonable discretion of the
     Company, are necessary or advisable for the collection of all Receivables
     and the Receivables Property (including, without limitation, records
     adequate to permit the daily identification of each new Receivable and all
     Collections of and adjustments to each existing Receivable).  Upon the
     request of the Company, such Seller will deliver copies of all books and
     records maintained pursuant to this Section 5.01(e) to the Trustee.

          (f)  PERFORMANCE AND COMPLIANCE WITH POLICIES, RECEIVABLES AND
     CONTRACTS.  Such Seller will (i) perform its obligations in accordance with
     and comply in all material respects with the Policies, as amended from time
     to time in accordance with the Transaction Documents and (ii) at its
     expense, timely and fully perform and comply with all material provisions,
     covenants and other promises required to be observed by it under the 
     Receivables and the Contracts related to the Receivables and Related 
     Property and all purchase orders and other agreements related to such 
     Receivables and Related Property.  

          (g)  OBLIGATIONS.  Seller shall pay, discharge or otherwise satisfy at
     or before maturity or before they become delinquent, as the case may be,
     all its other obligations of whatever nature, except where (i) the amount
     of validity thereof is currently being contested in good faith by
     appropriate proceedings and reserves in conformity with GAAP with respect
     thereto have been provided on its books, or (ii) the failure to so pay,
     discharge or satisfy all such obligations would not, in the aggregate, be
     reasonably likely to have a Material Adverse Effect and would not subject
     any of its properties to any Lien prohibited by subsection 5.03(b).

          (h)  LOCATION OF RECORDS.  Such Seller will keep its principal place
     of business and chief executive office, and the offices where it keeps its
     records concerning the Receivables, all Receivables Property, all Contracts
     and purchase orders and other agreements related to such Receivables (and
     all original documents relating thereto), at the address(es) of such Seller
     referred to in SCHEDULE 2 or, upon 30 days' prior written notice to the
     Company and the Agents, at such other locations in jurisdictions where all
     action required by Section 5.01(m) shall have been taken and completed;
     PROVIDED, HOWEVER, that the Rating Agency Condition shall have been
     satisfied with respect to any changes in location if such location is not
     in a state which is within the Tenth Circuit unless it delivers an opinion
     of counsel reasonably acceptable to the Rating Agencies to the effect that
     OCTAGON GAS SYSTEMS, INC. V. RIMMER, 995 F.2d 948 (10th Cir. 1993) (other
     than for records maintained by the Denver, Colorado division of Core-Mark,
     the Salt Lake City, Utah division of Core-

<PAGE>
                                                                            30

     Mark and the Albuquerque, New Mexico division of Core-Mark Midcontinent), 
     is no longer controlling precedent in the Tenth Circuit.

          (i)  OBLIGATION TO RECORD AND REPORT.  Such Seller shall to the
     fullest extent permitted by GAAP and by applicable law, record each
     purchase of the Purchased Receivables as a sale on its books and records,
     reflect each purchase of Purchased Receivables in its financial statements
     as a sale.

          (j)  COLLECTIONS.  Instruct each Obligor to make payments in respect
     of its Receivables to a Lockbox or a Collection P.O. Box or a Lockbox
     Account or an Eligible Segregated Account or by wire transfer or other
     electronic payment to a Lockbox Account an Eligible Segregated Account or
     the Collection Account or as otherwise provided in Section 2.3 of the
     Servicing Agreement and to comply in all material respects with procedures
     with respect to Collections reasonably specified from time to time by the
     Company; including, without limitation, the procedures specified in the
     Servicing Agreement.  In the event that any payments in respect of any such
     Receivables are made directly to the Seller (including, without limitation,
     any Collector, any other employees thereof or independent contractors
     employed thereby), the Seller shall, within one Business Day (except as
     provided in the Servicing Agreement) of receipt thereof, deposit such
     amounts to a Lockbox, a Lockbox Account, an Eligible Segregated Account or
     the Collection Account and, prior to forwarding such amounts, the Seller
     shall hold such payments in trust as custodian for the Company and the
     Trustee.

          (k)  TAXES.  Such Seller will file all tax returns and reports
     required by law to be filed by it and will pay all taxes and governmental 
     charges thereby shown to be owing, except any such taxes or charges which 
     are being diligently contested in good faith by appropriate proceedings 
     and for which adequate reserves in accordance with GAAP have been set 
     aside on its books.
     
          (l)  SEPARATE CORPORATE EXISTENCE OF THE COMPANY.  Such Seller hereby
     acknowledges that the Trustee and the Investor Certificateholders are
     entering into the transactions contemplated by the Transaction Documents in
     reliance upon the Company's identity as a legal entity separate from the
     Sellers and all other Core-Mark Persons.  Therefore, from and after the
     date hereof, such Seller will take (or refrain from taking, as the case may
     be) such actions and will cause each other Core-Mark Person to take (or
     refrain from taking, as the case may be) such actions, as shall be required
     in order that:

                    (i)  No Core-Mark Person will pay the Company's operating
          expenses and liabilities, recognizing, however, that certain
          organizational expenses of the Company and expenses relating to
          creation and initial implementation of the securitization program
          contemplated by the Transaction Documents have been or shall be paid
          by such Seller.  

                   (ii)  Each Core-Mark Person will conduct its business in a 
          separate space within, but segregated from, the Company's offices.

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                                                                            31

                  (iii)  Each Core-Mark Person will maintain corporate 
          records and books of account separate from those of the Company and 
          telephone numbers, mailing addresses, stationery and other business 
          forms that are separate and distinct from those of the Company.  

                   (iv)  Any financial statements of any Core-Mark Person 
          which are consolidated to include the Company will contain a 
          detailed note substantially in the form, and to the effect, of the 
          note set forth on SCHEDULE 8.

                    (v)  The Company's assets will be maintained in a manner
          that facilitates their identification and segregation from those of
          such Seller and the other Core-Mark Persons.

                   (vi)  Each Core-Mark Person will strictly observe 
          corporate formalities in its dealings with the Company, and no 
          material amount of funds or other assets of the Company will be 
          commingled or pooled with those of any Core-Mark Person.  No 
          Core-Mark Person will maintain joint bank accounts with the Company 
          or other depository accounts with the Company to which any 
          Core-Mark Person has independent access.

                  (vii)  Any transaction between the Company and any 
          Core-Mark Person will be fair and equitable to the Company, will be 
          the type of transaction which would be entered into by a prudent 
          Person in the position of the Company with an Core-Mark Person, and 
          will be on terms which are at least as favorable to the Company as 
          may be obtained from a Person which is not an Core-Mark Person, it 
          being understood and agreed that the transactions contemplated in 
          the Transaction Documents meet the requirements of this clause (vii).

                 (viii)  No Core-Mark Person will hold itself out, or permit 
          itself to be held out, as having agreed to pay or be liable for the 
          debts of the Company.  

                   (ix)  The duly elected Board of Directors of the Company 
          and the Company's duly appointed officers shall at all times have 
          sole authority to control decisions and actions with respect to the 
          daily business affairs of the Company.  

                    (x)  Such Seller will comply in all material respects with
          the assumptions and factual recitations set forth in the Specified
          Bankruptcy Opinion Provisions which are applicable to such Seller,
          except, in each case above, for such failure to take actions or
          refrain from taking actions that are in the aggregate, not material.

          (m)  FURTHER ACTION EVIDENCING PURCHASES.  

                    (i)  Such Seller agrees that from time to time, at its 
          expense, it will promptly execute and deliver all further 
          instruments and documents, and take 

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                                                                            32

          all further action, that may be necessary or desirable or that the 
          Company may reasonably request, to protect or more fully evidence 
          the Company's ownership, right, title and interest in the 
          Receivables and Receivables Property sold by such Seller and its 
          rights under the Contracts with respect thereto, or to enable the 
          Company to exercise or enforce any of its rights hereunder or under 
          any other Transaction Document.  Without limiting the generality of 
          the foregoing, such Seller will upon the request of the Company (A) 
          execute and file such financing or continuation statements, or 
          amendments thereto, and such other instruments or notices, as may be 
          necessary or, in the reasonable opinion of the Company or the 
          Agents, desirable, (B) indicate on its books and records (including, 
          without limitation, master data processing records) that the 
          Receivables and Receivables Property have been sold and assigned to 
          the Company and, in turn, the Company has sold and assigned its 
          interest therein to the Trustee, and provide to the Company, upon 
          request, copies of any such records, (C) after the occurrence of a 
          Purchase Termination Event, contact customers to confirm and verify 
          Receivables and (D) obtain the agreement of any Person having a Lien 
          on any Receivables owned by such Seller (other than any Lien created 
          or imposed hereunder or under the Pooling Agreement or any Permitted 
          Lien) to release such Lien upon the purchase of any such Receivables 
          by the Company.

                   (ii)  Such Seller hereby irrevocably authorizes the 
          Company and the Trustee to file one or more financing or 
          continuation statements substantially in the form of the originally 
          agreed upon financing statements, and amendments thereto, relative 
          to all or any part of the Receivables and Receivables Property sold 
          or to be sold by such Seller, without the signature of such Seller 
          where permitted by law.

                  (iii)  If such Seller fails to perform any of its agreements 
          or obligations under this Agreement, the Company or its assignees may
          (but shall not be required to) perform, or cause performance of, such
          agreements or obligations, and the expenses of the Company incurred in
          connection therewith shall be payable by such Seller as provided in
          Section 9.06.

          (n)  LEGEND REQUIREMENT FOR CHATTEL PAPER.  Such Seller agrees (i) at
     all times to comply with the terms and provisions set forth in Schedule 3
     to the Pooling Agreement and (ii) that any Receivable that constitutes or
     is evidenced by "chattel paper" as defined in Article 9 of the UCC as in
     effect in the Relevant UCC State shall bear a legend stating that such
     Receivable has been conveyed to the Trust.

          (o)  COMPUTER FILES.  At its own cost and expense, each Seller shall
     retain the ledger used by such Seller as a master record of the Obligors
     and retain copies of all documents relating to each Obligor as custodian
     and agent for the Company and other Persons with interests in the Purchased
     Receivables, and each Seller shall assure continued compliance with Section
     2.01(e).

<PAGE>
                                                                              33

          Section 5.02.  REPORTING REQUIREMENTS.  Each Seller shall furnish to
the Company and its assigns (including the Trustee) from the date hereof until
the Purchase Termination Date shall have occurred with respect to such Seller
and until there are no amounts outstanding with respect to Purchased Receivables
previously sold by such Seller to the Company:

          (a)  COMPLIANCE CERTIFICATE.  Not later than 90 days after the end of
     each fiscal year and not later than 45 days after the end of each of the
     first three fiscal quarters of each fiscal year, a certificate of a
     Responsible Officer of such Seller stating that, to the best of such
     Responsible Officer's knowledge, such Seller during such period, has
     observed or performed all of its covenants and other agreements, and
     satisfied every condition, contained in the Transaction Documents to which
     it is a party to be observed, performed or satisfied by it, and that such
     Responsible Officer has obtained no knowledge of any Purchase Termination
     Event or Potential Purchase Termination Event except as specified in such
     certificate;

          (b)  ERISA.  Promptly after the filing or receiving thereof, copies of
     all reports and notices with respect to any Reportable Event defined in
     Title of ERISA which such Seller files under ERISA with the Internal
     Revenue Service, the Pension Benefit Guaranty Corporation or the U.S.
     Department of Labor or which such Seller receives from the Pension Benefit
     Guaranty Corporation if, in each case, such report or notice relates to an
     event or condition that could reasonably be expected to give rise to a
     Purchase Termination Event, Amortization Event or a Material Adverse
     Effect;

          (c)  TERMINATION EVENTS: OTHER MATERIAL EVENTS.  Such Seller shall
     furnish to the Company (i) upon the Company's request, a certificate of a
     Responsible Officer of such Seller certifying, as of the date thereof, that
     no Purchase Termination Event has occurred and is continuing and setting
     forth the computations used by the chief financial officer of such Seller
     in making such determination; (ii) as soon as possible and in any event
     within two Business Days after a Responsible Officer of such Seller obtains
     knowledge of the occurrence of any Purchase Termination Event, Potential 
     Purchase Termination Event, Servicer Default, Potential Servicer Default 
     or a written statement of a Responsible Officer of such Seller setting 
     forth details of such event and the action that such Seller proposes to 
     take or has taken with respect thereto; (iii) promptly after obtaining 
     knowledge that a Receivable was, at the time of the Company's purchase 
     thereof, not an Eligible Receivable, notice thereof; (iv) promptly after 
     obtaining knowledge of any threatened action or proceeding affecting such 
     Seller or its Subsidiaries before any court, governmental agency or 
     arbitrator that may reasonably be expected to materially and adversely 
     affect the enforceability of this Agreement and the other Transaction 
     Documents, notice of such action or proceeding; (v) by June 1999, a 
     certificate of a Responsible Officer of such Seller (with a copy to each 
     Rating Agency) certifying, as of the date thereof, that such Seller's 
     computer systems shall be "year 2000 compliant" by September 1999; and 
     (vi) promptly following the Company's request therefor, such other 
     information, documents, records or reports with respect to the 
     Receivables or the related Contracts;

<PAGE>
                                                                              34

          (d)  INELIGIBLE RECEIVABLE.  Promptly upon determining that any
     Purchased Receivable originated by it designated as an Eligible Receivable
     on the applicable Daily Report or Monthly Settlement Statement was not an
     Eligible Receivable as of the date provided therefor, written notice of
     such determination; and

          (e)  OTHER.  Promptly, from time to time, such other information,
     documents, records or reports respecting the Receivables or the condition
     or operations, financial or otherwise, of such Seller as the Company or the
     Agents may from time to time reasonably request in order to protect the
     interests of the Company and the Agents under or as contemplated by the
     Transaction Documents.

          Section 5.03.  NEGATIVE COVENANTS.  Each Seller covenants that, until
the Purchase Termination Date shall have occurred with respect to such Seller
and there are no amounts outstanding with respect to Purchased Receivables
previously sold by such Seller to the Company: 

          (a)  RECEIVABLES TO BE ACCOUNTS, GENERAL INTANGIBLES OR CHATTEL PAPER.
     Such Seller will take no action to cause any Receivable to be evidenced by
     any "instrument" other than in compliance with Section 2.2(g) of the
     Servicing Agreement or, provided that the procedures set forth in Schedule
     3 to the Pooling Agreement are fully implemented with respect thereto, an
     instrument which together with a security agreement constitutes "chattel
     paper" (each as defined in the UCC as in effect in the Relevant UCC State).
     Such Seller will take no action to cause any Receivable to be anything
     other than an "account", "general intangible" or "chattel paper" (each as
     defined in the UCC as in effect in the Relevant UCC State).

          (b)  SECURITY INTERESTS; SALE OF RECEIVABLES.  Except for the
     conveyances hereunder and as provided below, such Seller will not sell,
     pledge, assign or transfer to any other Person, or grant, create, incur,
     assume or suffer to exist any other Lien on any Receivable or Receivables
     Property, whether now existing or hereafter created, or any interest
     therein; such Seller will immediately notify the Company of the existence
     of any other Lien on any Receivable or Receivables Property; and such
     Seller shall defend the right, title and interest of the Company in, to and
     under the Receivables or Receivables Property, whether now existing or
     hereafter created, against all claims of third parties claiming through 
     or under such Seller; PROVIDED, HOWEVER, that nothing in this subsection 
     5.03(b) shall prevent or be deemed to prohibit such Seller from suffering 
     to exist upon any of the Receivables any Permitted Lien.

          (c)  EXTENSION OR AMENDMENT OF RECEIVABLES.  Such Seller will not
     extend, rescind, cancel, make any Dilution Adjustment to, amend or
     otherwise modify, or attempt or purport to extend, rescind, cancel, make
     any Dilution Adjustment to, amend or otherwise modify, the terms of any
     Purchased Receivables, except in any such case (i) in accordance with the
     terms of the Policies, (ii) as required by any Requirement of Law or (iii)
     in the case of Dilution Adjustments (whether or not permitted by any other
     clause of this sentence), upon making a Seller Adjustment Payment pursuant
     to Section 2.05.

<PAGE>
                                                                              35

          (d)  CHANGE IN BUSINESS.  Such Seller will not make or permit to be
     made any change in the character of its business in any material respect if
     such change could reasonably be expected to have a Material Adverse Effect.

          (e)  CHANGE IN POLICIES.  Such Seller shall not make or permit to be
     made any change in the Policies in any material respect, except (i) if such
     changes or modifications are required under any Requirement of Law, (ii) if
     such changes or modifications would not reasonably be expected to have a
     Material Adverse Effect or (iii) if the Rating Agency Condition is
     satisfied with respect thereto.  The Seller shall provide notice to the
     Company, the Trustee and each Rating Agency of any modification of the
     Polices; PROVIDED, HOWEVER, that if any change or modification is to be
     made, other than a change or modification permitted pursuant to clause (i)
     or (ii) above, and any Investor Certificateholders of a Series are
     outstanding which are not rated by a Rating Agency, the consent of the
     applicable Agent (or as specified in the related Supplement) shall be
     required to effect such change or modification.

          (f)  CHANGE IN NAME.  Such Seller will not change its name, identity
     or corporate structure in any manner including by way of any merger,
     consolidation, amalgamation, liquidation, a winding up or dissolution which
     would or might make any financing statement or continuation statement (or
     other similar instrument) relating to this Agreement seriously misleading
     within the meaning of Section 9-402(7) of the UCC, or impair the perfection
     of the Company's interest in any Receivable under any other similar law,
     without having (i) delivered 30 days' prior written notice to the Company,
     the Servicer and the Trustee and (ii) taken all action required by
     subsection 5.01(a).

          (g)  CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS.  Such Seller shall
     not instruct any Obligor of any Purchased Receivables to make any payments
     with respect to any Receivables other than to a Lockbox, a Lockbox Account,
     a Collection P.O. Box, an Eligible Segregated Account or the Collection
     Account or otherwise in accordance with the Servicing Agreement.

          (h)  ACCOUNTING CHANGES.  Such Seller shall not (i) prepare any
     financial statements which shall account for the transactions contemplated
     hereby in any manner other than as a sale of the Purchased Receivables by
     such Seller to the Company; nor (ii) in any other respect account for or
     treat the transactions contemplated hereby (including for financial
     accounting purposes, except as required by law) in any manner other than as
     sales of the Purchased Receivables originated by such Seller to the
     Company.

          (i)  INELIGIBLE RECEIVABLES.  Such Seller shall not take any action to
     cause an Eligible Receivable to cease to be an Eligible Receivable, except
     in any such case upon making a Seller Repurchase Payment pursuant to
     Section 2.06; PROVIDED that in no event shall an Eligible Receivable
     becoming an Aged Receivable constitute a breach of this paragraph (i).

<PAGE>
                                                                              36

                                      ARTICLE VI
                             PURCHASE TERMINATION EVENTS

          Section 6.01.  PURCHASE TERMINATION EVENTS.  If, with respect to any
Seller, any of the following events (each, a "PURCHASE TERMINATION EVENT" with
respect to such Seller) shall have occurred and be continuing:

          (a)  The Seller shall fail to make any payment or deposit to be made
     by it hereunder when due and such failure shall remain unremedied for two
     Business Days; or

          (b)  There shall have occurred (i) an Early Amortization Event set
     forth in Section 7.1 of the Pooling Agreement or (ii) the Amortization
     Period with respect to all Outstanding Series shall have occurred and be
     continuing; or

          (c)  Any representation or warranty made or deemed to be made by such
     Seller or any of its officers under or in connection with any Transaction
     Document, Daily Report, Monthly Settlement Statement or other information,
     statement, record, certificate, document or report delivered pursuant to a
     Transaction Document shall prove to have been false or incorrect in any
     material respect when made or deemed made (including in each case by
     omission of material information necessary to make such representation,
     warranty, certificate or statement not misleading); PROVIDED, that no such
     event shall constitute a Purchase Termination Event unless such event shall
     continue unremedied for a period of 30 days from the earlier of (A) the
     date any Responsible Officer of such Seller obtains knowledge thereof and
     (B) the date such Seller receives notice of the incorrectness of such
     representation or warranty from the Company or the Trustee; PROVIDED,
     FURTHER,that a Purchase Termination Event shall not be deemed to have
     occurred under this paragraph (c) based upon a breach of any representation
     or warranty set forth in Section 4.02 with respect to any Receivable if the
     Sellers shall have complied with the provisions of subsection 2.06, as the
     case may be; or

          (d)  Such Seller shall fail to perform or observe any other term,
     covenant or agreement contained in subsection 5.01(c) or (i), subsections
     5.02(b), (c) or (d) or Section 5.03 of this Agreement on its part to be
     performed or observed and any such failure shall remain unremedied for five
     Business Days; or such Seller shall fail to perform or observe any other
     such term, covenant or agreement contained in Section 5.01 or 5.02 of this
     Agreement; PROVIDED, that no failure to perform or observe any other term,
     covenant or agreement contained in Section 5.01 or 5.02 of this Agreement
     shall constitute a Purchase Termination Event unless such event shall
     continue unremedied for a period of 30 days from the earlier of (A) the
     date any Responsible Officer of such Seller obtains knowledge of such
     failure and (B) the date such Seller receives notice of such failure from
     the Company or the Trustee; PROVIDED, FURTHER, that a Purchase Termination
     Event shall not be deemed to have occurred under this paragraph (d) based
     upon a breach of any covenant set forth in subsection 5.01(c), (f) or (g)
     or Section 5.03 with respect to any Receivable if the Sellers shall have
     complied with the provisions of subsection 2.06, as the case may be; or

<PAGE>
                                                                              37

          (e)  Such Seller shall fail to perform or observe any other term,
     covenant or agreement contained in any Transaction Document on its part to
     be performed or observed and any such failure shall remain unremedied for a
     period of 30 days from the earlier of (A) the date any Responsible Officer
     of such Seller obtains knowledge of such failure and (B) the date such
     Seller receives notice thereof from the Company, the Servicer, the Trustee
     or any Agent; or

          (f)  Any Transaction Document to which such Seller is a party shall
     cease, for any reason, to be in full force and effect, or Core-Mark or such
     Seller shall so assert in writing, or the Company shall fail to have a
     valid and perfected first priority ownership interest in substantially all
     of the Receivables and the Receivables Property; or

          (g) (i) such Seller shall commence any case, proceeding or other
     action (A) under any existing or future law of any jurisdiction, domestic
     or foreign, relating to bankruptcy, insolvency, reorganization or relief of
     debtors, seeking to have an order for relief entered with respect to it, or
     seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian or other
     similar official for it or for all or any substantial part of its assets,
     or such Seller shall make a general assignment for the benefit of its
     creditors; or (ii) there shall be commenced against such Seller any case,
     proceeding or other action of a nature referred to in clause (i) above
     which (A) results in the entry of an order for relief or any such
     adjudication or appointment or (B) remains undismissed, undischarged or
     unbonded for a period of 60 days; or (iii) there shall be commenced against
     such Seller or any of its Subsidiaries any case, proceeding or other action
     seeking issuance of a warrant of attachment, execution, distraint or
     similar process against all or any substantial part of its assets which
     results in the entry of an order for any such relief which shall not have
     been vacated, discharged, or stayed or bonded pending appeal within 60 days
     from the entry thereof; or (iv) such Seller or any of its respective
     Subsidiaries shall take any action in furtherance of any of the acts set
     forth in clause (i), (ii), or (iii) above; or (v) such Seller shall
     generally not, or shall be unable to, or shall admit in writing its
     inability to, pay its debts as they become due; or

          (h)  Core-Mark has been terminated as Servicer following a Servicer
     Default with respect to Core-Mark under the Servicing Agreement; or

          (i)  15 days shall have elapsed after there shall be filed against
     such Seller a (i) a notice of federal tax Lien from the Internal Revenue
     Service with respect to taxes exceeding $100,000 or (ii) a notice of Lien
     with respect to taxes exceeding $100,000 from the PBGC under Section 412(n)
     of the Code or Section 302(f) of ERISA for a failure to make a required
     installment or other payment to a plan to which Section 412(n) of the Code
     or Section 302(f) of ERISA applies; or (iii) a notice of state tobacco
     excise tax Lien with respect to taxes exceeding $100,000 in the aggregate 
     from any state Governmental Authority, unless in each case there shall have
     been 

<PAGE>
                                                                             38

     delivered to the Trustee and each Rating Agency proof of the release of, or
     payment of amounts secured by, such Lien; 

          (j)  there shall be filed against such Seller a notice of any other
     Lien, the existence of which could reasonably be expected to have a
     Material Adverse Effect unless there has been delivered to the Trustee
     proof of release of, or payment of amounts secured by, such Lien; or

     then, (x) in the case of any Purchase Termination Event described in
     paragraph (b)(i) or (g) (other than clause (v) thereof), the obligation of
     the Company to purchase Receivables shall thereupon automatically terminate
     without further notice of any kind, which is hereby waived by such Seller,
     (y) in the case of any Purchase Termination Event described in paragraph
     (b)(ii) above, the obligation of the Company to purchase Receivables shall
     thereupon terminate without notice of any kind, which is hereby waived by
     such Seller, unless both the Company and such Seller agree in writing that
     such event shall not trigger an Early Termination hereunder and (z) in the
     case of any other Purchase Termination Event, so long as such Purchase
     Termination Event shall be continuing, the Company may terminate its
     obligation to purchase Receivables from such Seller by written notice to
     such Seller (any termination with respect to any Seller pursuant to clause
     (x), (y) or (z) of this Article VI is herein called an "EARLY TERMINATION"
     with respect to such Seller); PROVIDED, HOWEVER, that in the event of (A)
     the filing of any notice of Lien described in paragraph (i) above or (B) an
     involuntary petition or proceeding as described in paragraphs (g)(ii) and
     (g)(iii) above, the Company shall not purchase Receivables from such Seller
     until such time, if any, as such Lien is released or paid (and evidence of
     such release is received and verified by S&P) as described above or such
     involuntary petition or proceeding has been dismissed, PROVIDED that such
     dismissal shall have occurred within 60 days of the filing of such petition
     or the commencement of such proceeding; PROVIDED, FURTHER, that upon the
     occurrence of an Early Termination of a Seller, such the Seller shall have
     no further obligation to sell any additional Receivables to the Company. 
     Notwithstanding anything to the contrary in this Section 6.01, a delay in
     or failure of performance referred to under clause (a) above for a period
     of 10 Business Days after the applicable grace period shall not constitute
     a Purchase Termination Event, if such delay or failure could not have been
     prevented by the exercise of reasonable diligence by such Seller and such
     delay or failure was caused by a Force Majeure Delay.

          Section 6.02.  ADDITIONAL REMEDIES.  Upon the occurrence of any
Purchase Termination Event, the Company shall have, in addition to all other
rights and remedies under this Agreement or otherwise all other rights and
remedies provided under the UCC of each applicable jurisdiction and other
applicable laws, which rights shall be cumulative.  Without limiting the
foregoing, the occurrence of a Purchase Termination Event shall not deny to the
Company any remedy (in addition to termination of the Company's obligation to
purchase Receivables from any relevant Seller or Sellers) to which the Company
may be otherwise appropriately entitled, whether by statute or other applicable
law, at law or in equity.

<PAGE>
                                                                              39

                                     ARTICLE VII
                           INDEMNIFICATION; EXPENSES; COSTS

          Section 7.01.  INDEMNITIES BY THE SELLERS.   Core-Mark and the other
Sellers (other than those Sellers from which the Company has no Receivables
outstanding at such time), jointly and severally, agree (i) to pay or reimburse
the Company for all its out-of-pocket costs and expenses incurred in connection
with the preparation and execution of, and any amendment, supplement or
modification to, this Agreement, the other Transaction Documents and any other
documents prepared in connection herewith and therewith, the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, all reasonable and documented fees and disbursements of
counsel, (ii) to pay or reimburse the Company for all its costs and expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement and any of the other Transaction Documents, including, without
limitation, the reasonable fees and disbursements of counsel to the Company,
(iii) to pay, indemnify and hold the Company harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying stamp, excise and other similar taxes, if
any, which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement and any such
other documents and (iv) to pay, indemnify and hold the Company harmless from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (all such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements being
herein called "INDEMNIFIED LIABILITIES") (A) which may at any time be imposed
on, incurred by or asserted against the Company in any way relating to or
arising out of this Agreement or the Transaction Documents or the transactions
contemplated hereby and thereby or in connection herewith or any action taken or
omitted by the Company under or in connection with any of the foregoing or (B)
which would not have been imposed on, incurred by or asserted against the
Company but for its having purchased the Receivables hereunder; PROVIDED, that
such indemnity shall not be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of the Company; and PROVIDED, FURTHER, that the
Sellers shall have no obligation under this subsection 7.01 to the Company with
respect to Indemnified Liabilities arising from (1) any action taken, or omitted
to be taken, by a Servicer which is not an Affiliate of the Sellers, (2) any
action taken by the Trustee or the Company at the direction of the Trustee in
collecting from an Obligor or (3) a delay in payment, or a default, by an
Obligor with respect to any Purchased Receivable (other than arising out of (x)
any discharge, claim, offset or defense (other than discharge in bankruptcy of
the Obligor) of the Obligor to the payment of any Purchased Receivable
(including, without limitation, a defense based on such Purchased Receivable not
being a legal, valid and binding obligation of such Obligor enforceable against
it in accordance with its terms) or any other claim resulting from the sale of
the merchandise or services related to any such Purchased Receivable or the
furnishing or failure to furnish such merchandise or services, (y) a failure by
any Seller to perform its duties or obligations under this Agreement or (z) the
sale of any Purchased Receivable that is designated on the applicable Daily
Report 

<PAGE>
                                                                              40

to be an Eligible Receivable and is determined to have been at the date of 
such sale not an Eligible Receivable).   

          Without limiting or being limited by the foregoing, but subject to the
final  proviso in the immediately preceding paragraph, the Sellers (other than
those Sellers from which the Company has no Receivables outstanding at such
time), jointly and severally, indemnify the Company from and against any and all
Indemnified Liabilities relating to or resulting from:

          (a)  the transfer by any Seller of any interest in any Receivable or
     Receivables Property or proceeds thereof to any Person other than the
     Company;

          (b)  reliance on any representation or warranty or statement made or
     deemed made by any Seller (or any of its officers) under or in connection
     with this Agreement or in any certificate or report delivered pursuant
     hereto that, in either case, shall have been false or incorrect in any
     material respect when made or deemed made;

          (c)  the failure by any Seller to comply with any applicable law, rule
     or regulation of any governmental authority with respect to any Receivable
     or Receivables Property, or the nonconformity of any Receivable or
     Receivables Property with any such applicable law, rule or regulation;

          (d)  the failure to vest and maintain vested in the Company an
     ownership interest in any Receivable or Receivables Property, free and
     clear of any Lien, other than a Lien arising under the Transaction
     Documents, whether existing at the time of the purchase of such Receivable
     or Receivables Property or at any time thereafter;

          (e)  the failure to file, or any delay in filing, financing statements
     or other similar instruments or documents under the UCC of any applicable
     jurisdiction or other applicable laws with respect to any Receivables or
     Receivables Property of any Seller;

          (f)  any dispute, claim, offset or defense (other than discharge in
     bankruptcy of a Seller) of the Obligor to the payment of any Receivable of
     any Seller (including, without limitation, a defense based on such
     Receivable or the related Contract not being fully enforceable against the
     Obligor in accordance with its terms), or any other claim resulting from
     the sale of the merchandise or services related to any such Receivable or
     the furnishing or failure to furnish such merchandise or services;

          (g)  any failure of any Seller to perform its duties or obligations
     under this Agreement or the Transaction Documents;

          (h)  any products liability claim arising out of or in connection with
     merchandise, insurance or services that are the subject of any Receivable
     or Receivables Property;

<PAGE>
                                                                              41

          (i)  the commingling of Collections of Receivables at any time with
     other funds of any Seller; 

          (j)  any claim involving environmental liability that relates to any
     property that has been, is now or hereafter will be owned, leased, operated
     or otherwise used by any Seller;

          (k)  any tax or governmental fee or charge (but not including
     franchise taxes and taxes upon or measured by net income of the Company),
     all interest and penalties thereon or with respect thereto, and all out-of-
     pocket costs and expenses, including the reasonable fees and expenses of
     counsel in defending against the same, which may arise by reason of the
     purchase or ownership of any Receivable or Receivables Property, or any
     interest therein or in any goods which secure any such Receivables, any
     Receivables Property or any other rights or assets transferred hereunder;
     or

          (l)  any investigation, litigation or proceeding related to this
     Agreement or in respect of any Receivable or Receivables Property of any
     Seller.

          Section 7.02.  INDEMNITIES BY THE COMPANY.  Without limiting any other
rights that the Sellers may have hereunder or under applicable law, the Company
hereby agrees to indemnify each Seller from and against any and all claims,
losses and liabilities (including reasonable attorneys' fees) arising out of or
resulting from such Seller's reliance on any representation or warranty made by
the Company in this Agreement or in any certificate delivered pursuant hereto
that, in either case, shall have been false or incorrect in any material respect
when made or deemed made; PROVIDED that any payments made by the Company in
respect of any of the foregoing items shall be made solely from funds available
to the Company which are not otherwise required to be applied to the payment of
any amounts pursuant to any Pooling and Servicing Agreements (other than to the
Company), shall be non-recourse other than with respect to such funds and shall
not constitute a claim against the Company to the extent that insufficient funds
exist to make such payment.

                                     ARTICLE VIII
                                  SUBORDINATED NOTE 

          Section 8.01.  SUBORDINATED NOTE.  (a)  On the initial Effective Date,
the Company shall issue to each Seller a subordinated note substantially in the
form of EXHIBIT A (as amended, supplemented or otherwise modified from time to
time, the "SUBORDINATED NOTE").  The aggregate principal amount of the
Subordinated Note at any time shall be equal to the difference between (a) the
aggregate principal amount on the issuance thereof and each addition to the
principal amount of such Subordinated Note with respect to each Seller pursuant
to the terms of Section 2.03 as of such time, MINUS (b) the aggregate amount of
all payments made in respect of the principal of such Subordinated Note as of
such time.  All payments made in respect of the Subordinated Note shall be
allocated among the Sellers by the Servicer.  Each Seller's interest in the
Subordinated Note shall equal the sum of each addition thereto allocated to such
Seller pursuant to subsection 2.03(d) less the sum of each repayment thereof
allocated to such Seller.  Interest on the outstanding principal amount of 

<PAGE>
                                                                              42

the Subordinated Note shall accrue on the last day of each Settlement Period 
at a rate per annum equal to the Reference Rate in effect from time to time 
plus 2% from and including the initial Effective Date to but excluding the 
last day of each Settlement Period and shall be paid (x) on each Distribution 
Date with respect to the principal amount of the Subordinated Note 
outstanding from time to time during the Settlement Period immediately 
preceding such Distribution Date and/or (y) on the maturity date thereof.  
Principal hereunder not paid or prepaid pursuant to the terms hereof shall be 
payable on the maturity date of the Subordinated Note.  Default in the 
payment of principal or interest under the Subordinated Note shall not 
constitute a Purchase Termination Event under this Agreement, a Servicer 
Default under any Servicing Agreement or an Early Amortization Event under 
the Pooling Agreement or any Supplement thereto.

          Section 8.02.  RESTRICTIONS ON TRANSFER OF SUBORDINATED NOTE.  Neither
the Subordinated Note, nor any right of any Seller to receive payments
thereunder, shall be assigned, transferred, exchanged, pledged, hypothecated,
participated or otherwise conveyed.

          Section 8.03.  AGGREGATE AMOUNT.  Anything herein to the contrary
notwithstanding, the Company may not make any payment of any Purchase Price in
the form of Indebtedness of the Company under the Subordinated Note unless the
aggregate principal amount of Indebtedness evidenced by the Subordinated Note,
incurred on or before such Payment Date and outstanding on such Payment Date
(after giving effect to all repayments thereof on or before such Payment Date)
would not exceed 25% of the outstanding balance of the Receivables on such
Payment Date, unless such Seller shall be satisfied (and for purposes hereof, in
the absence of notice to the contrary by such Seller to the Company and the
Trustee, such Seller shall be deemed satisfied) that, in the ordinary course of
its business, the Company will pay the principal of, and interest on, such
Indebtedness in accordance with the terms thereof.

                                      ARTICLE IX
                                    MISCELLANEOUS

          Section 9.01.  AMENDMENT.  Neither this Agreement nor any of the terms
hereof may be amended, supplemented or modified except in a writing signed by
the Company and the Sellers.  Any amendment, supplement or modification shall
not be effective until the Rating Agency Condition, if applicable, has been
satisfied.

          Section 9.02.  NOTICES, ETC.  All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including facsimile communication) and shall be personally delivered or sent by
certified mail, postage-prepaid, by facsimile or by overnight courier, to the
intended party at the address or facsimile number of such party set forth under
its name on the signature pages hereof or at such other address or facsimile
number as shall be designated by such party in a written notice to the other
parties hereto given in accordance with this Section 9.02.  Copies of all
notices and other communications provided for hereunder shall be delivered, if
to the Trustee, at its address at 450 West 33rd Street, New York, New York
10001, Attention: Structured Finance Services, and if to the Servicer, at its
address set forth on SCHEDULE 4.  All notices and communications 

<PAGE>
                                                                              43

provided for hereunder shall be effective, (a) if personally delivered by 
express mail or courier, when received, (b) if sent by certified mail, three 
Business Days after having been deposited in the mail, postage prepaid and 
(c) if transmitted by facsimile, when sent, receipt confirmed by telephone or 
electronic means.

          Section 9.03.  NO WAIVER; REMEDIES.  No failure on the part of the
Company, the Sellers or the Agents to exercise, and no delay in exercising, any
right under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

          Section 9.04.  SUCCESSORS AND ASSIGNS.  This Agreement shall be
binding upon and inure to the benefit of the Sellers and the Company and their
respective successors (whether by merger, consolidation or otherwise) and
assigns.  Each Seller agrees that it will not assign or transfer all or any
portion of its rights or obligations hereunder without the prior written consent
of the Company and the Trustee.  Each Seller hereby acknowledges and consents to
the assignment by the Company of the Receivables and Receivables Property and
the rights of the Company under this Agreement pursuant to the Pooling and
Servicing Agreements.  The Company may not otherwise assign or transfer all or
any portion of its rights or obligations hereunder without the prior written
consent of the Sellers, except rights relating to the Receivables and the
Receivables Property and the rights to receive payments hereunder.  Each Seller
hereby acknowledges and consents that the Company will grant a security interest
in the Lockbox Accounts, the Collection Account and the Eligible Segregated
Accounts to the Trust for the benefit of the Certificateholders.  Each Seller
agrees to take any action that the Company or the Trust may reasonably request
in connection with such assignment or security interest.  Each Seller agrees
that the Trustee shall be entitled to enforce the terms of this Agreement and
the rights (including, without limitation, the right to grant or withhold any
consent or waiver or give any notice) of the Company directly against such
Seller, whether or not a Purchase Termination Event or a Termination Event has
occurred and that no consent, waiver or notice given hereunder by the Company
shall be effective unless the Trustee has given its written consent thereto. 
Each of the Trustee and the Certificateholders shall have the rights of 
third-party beneficiaries under this Agreement.

          Section 9.05.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE
EXTENT THAT THE VALIDITY OR PROTECTION OF THE COMPANY'S OWNERSHIP OF THE
RECEIVABLES AND RECEIVABLES PROPERTY, OR REMEDIES HEREUNDER IN RESPECT THEREOF,
MAY BE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

          Section 9.06.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR 

<PAGE>
                                                                              44

DEFEND ANY RIGHTS UNDER OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION 
DOCUMENT, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR 
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR 
ARISING FROM ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER 
VERBAL OR WRITTEN), ACTIONS OF ANY OF THE PARTIES HERETO OR ANY OTHER 
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER 
TRANSACTION DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE 
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

          Section 9.07.   JURISDICTION; CONSENT TO SERVICE OF PROCESS.  (a) 
Each party hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Transaction Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court.  Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement shall affect any
right that the Company may otherwise have to bring any action or proceeding
relating to this Agreement or the other Transaction Documents against any Seller
or its properties in the courts of any jurisdiction.

          (b)  Each party hereto hereby irrevocably and unconditionally waives,
to the fullest extent they may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the other Transaction
Documents in any New York State or Federal court.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

          (c)  Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.02.  Nothing in this 
Agreement will affect the right of any party to this Agreement to serve 
process in any other manner permitted by law.

          Section 9.08.  INTEGRATION.  This Agreement and the other Transaction
Documents contain a final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and thereof and
shall together constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof, superseding all prior oral or
written understandings.

          Section 9.09.  CAPTIONS AND CROSS REFERENCES.  The various captions
(including, without limitation, the table of contents) in this Agreement are
provided solely for convenience of reference and shall not affect the meaning or
interpretation of any provision of this Agreement.  Unless otherwise provided
herein, references in this Agreement to any 

<PAGE>
                                                                              45

"Section," "EXHIBIT," "ANNEX" or "SCHEDULE" are to such Section of or Exhibit 
or Annex or Schedule to this Agreement, as the case may be.

          Section 9.10.  EXECUTION IN COUNTERPARTS.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.

          Section 9.11.  NO PETITION IN BANKRUPTCY.  Each Seller covenants and
agrees that prior to the date which is one year and one day after the date of
termination of this Agreement pursuant to Section 9.14, it will not institute
against or join any other Person in instituting against the Company any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceeding under the laws of the United States or any State of
the United States.

          Section 9.12.  ADDITION OF SELLERS.  Subject to the terms and
conditions hereof, from time to time one or more wholly-owned Subsidiaries of
Core-Mark may become additional Sellers parties hereto.  If any such Subsidiary
wishes to become an additional Seller, it shall submit a request to such effect
in writing to the Company.  The Company, in its sole and absolute discretion,
may, subject to the terms and provisions of the Pooling and Servicing
Agreements, agree to or deny any such request, PROVIDED that, if the Company
shall have failed to respond to any such request within 30 days after receipt
thereof, such request shall be deemed to have been denied.  If the Company shall
have agreed to any such request, such wholly-owned Subsidiary shall become an
additional Seller party hereto on the related Seller Addition Date upon
satisfaction of the conditions set forth in Section 3.02 and the conditions, if
any, set forth in the Pooling and Servicing Agreements.

          Section 9.13.  TREATMENT OF SELLERS OTHER THAN CORE-MARK; 
TERMINATION THEREOF. (a) Core-Mark hereby covenants and agrees with the 
Company that Core-Mark shall not permit any Seller (other than Core-Mark) at 
any time to cease to be a wholly-owned Subsidiary of Core-Mark, except as 
provided in the following paragraph (b).

          (b)  If Core-Mark wishes to permit any Seller (other than Core-Mark)
to cease to be a wholly-owned Subsidiary of Core-Mark, then Core-Mark shall
submit a request (a "SELLER TERMINATION REQUEST") to such effect in writing to
the Company, which request shall be accompanied by a certificate prepared by a 
Responsible Officer of the Servicer indicating the Purchased Receivables 
Percentage applicable to such Seller as of the date of submission of such 
request (the "SELLER TERMINATION REQUEST DATE").  The Company, in its sole 
and absolute discretion may, subject to the terms and provisions hereof and 
of the Pooling and Servicing Agreements, consent to or deny any such Seller 
Termination Request, PROVIDED that, if the Company shall have failed to 
respond to any such Seller Termination Request within 30 days after receipt 
thereof, such Seller Termination Request shall be deemed to have been denied. 
 If the Company shall have consented to any such Seller Termination Request, 
and such consent shall not be in violation of any applicable provision of the 
Pooling and Servicing Agreements, then the relevant Seller shall be 
terminated as a Seller hereunder immediately upon the consummation of the 
transaction in connection with which such Seller ceases to be a wholly-owned 
Subsidiary of Core-Mark; PROVIDED that, if the Purchased Receivables 
Percentage applicable to such Seller as of the relevant Seller Termination 
Request 

<PAGE>
                                                                              46

Date is less than 10%, then the Company shall consent to such Seller 
Termination Request unless such consent would violate the terms and 
provisions of the Pooling and Servicing Agreements.  From and after the date 
any such Seller is terminated as a Seller pursuant to this subsection, the 
Company shall cease buying Receivables and Receivables Property from such 
Seller.  Each such Seller shall be released as a Seller party hereto for all 
other purposes and shall cease to be a party hereto on such termination date.

          (c)  A terminated Seller shall have no further obligation under any
Transaction Document, other than pursuant to Section 2.06, to repurchase
Receivables previously sold by it to the Company.

          Section 9.14.  TERMINATION.  This Agreement will terminate at such
time as (a) an Early Termination shall have occurred with respect to all Sellers
herewith and (b) all Receivables purchased hereunder have been collected, and
the proceeds thereof turned over to the Company and all other amounts owing to
the Company hereunder shall have been paid in full or, if Receivables sold
hereunder have not been collected, such Receivables have become Defaulted
Receivables and the Company shall have completed its collection efforts with
respect thereto; PROVIDED, HOWEVER, that the indemnities of the Sellers to the
Company set forth in Article 7 of this Agreement shall survive such termination
and PROVIDED further that the Company shall remain entitled to receive any
Collections on Receivables sold hereunder which have become Defaulted
Receivables.

<PAGE>
                                                                             47

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be executed by their respective officers thereunto duly authorized, as of 
the date first above written.

                                        THE SELLERS: 

                                        Core-Mark International, Inc.


                                        By: /s/ LEO F. KORMAN
                                           ------------------------------------
                                        Name: Leo F. Korman
                                        Title: Sr. VP & CFO

                                        Address:
                                        395 Oyster Point Blvd. 
                                        Suite 415 
                                        South San Francisco, CA  94080
                                        Telephone:  (650) 589-9445
                                        Facsimile:  (650) 589-4010


                                        Core-Mark Midcontinent, Inc.


                                        By: /s/ LEO F. KORMAN
                                           ------------------------------------
                                        Name: Leo F. Korman
                                        Title: Sr. VP & CFO

                                        Address:
                                        395 Oyster Point Blvd. 
                                        Suite 415 
                                        South San Francisco, CA  94080
                                        Telephone:  (650) 589-9445
                                        Facsimile:  (650) 589-4010


                                        Core-Mark Interrelated Companies, Inc.


                                        By: /s/ LEO F. KORMAN
                                           ------------------------------------
                                        Name: Leo F. Korman
                                        Title: Sr. VP & CFO

                                        Address:
                                        395 Oyster Point Blvd. 
                                        Suite 415 


<PAGE>
                                                                              48

                                        South San Francisco, CA  94080
                                        Telephone:  (650) 589-9445
                                        Facsimile:  (650) 589-4010


                                        THE COMPANY:

                                        CM Capital Corporation 


                                        By: /s/ ROBERT A. ALLEN
                                           ------------------------------------
                                        Name: Robert A. Allen
                                        Title: President & CEO

                                        Address:
                                        395 Oyster Point Blvd. 
                                        Suite 415, Room A
                                        South San Francisco, CA  94080
                                        Telephone:  (650) 589-9445
                                        Facsimile:  (650) 589-4010


                                        THE SERVICER:

                                        Core-Mark International, Inc. 


                                        By: /s/ LEO F. KORMAN
                                           ------------------------------------
                                        Name: Leo F. Korman
                                        Title: Sr. VP & CFO

                                        Address:
                                        395 Oyster Point Blvd. 
                                        Suite 415 
                                        South San Francisco, CA  94080
                                        Telephone:  (650) 589-9445
                                        Facsimile:  (650) 589-4010