Exhibit 99.2

THIS DISCLOSURE STATEMENT IS NOT A SOLICITATION OF ACCEPTANCES OR
REJECTIONS OF THE DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS' FIRST
AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION. ACCEPTANCES OR REJECTIONS MAY
NOT BE SOLICITED UNTIL THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF
DELAWARE HAS APPROVED A DISCLOSURE STATEMENT UNDER SECTION 1125 OF TITLE 11 OF
THE UNITED STATES CODE. THIS PROPOSED DISCLOSURE STATEMENT IS BEING SUBMITTED
FOR APPROVAL ONLY AND HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT.

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

IN RE: ) CHAPTER 11
)
FLEMING COMPANIES, INC., ET AL.,(1) )
) CASE NO. 03-10945 (MFW)
DEBTORS. ) HONORABLE MARY F. WALRATH
) (JOINTLY ADMINISTERED)
)

FIRST AMENDED DISCLOSURE STATEMENT IN SUPPORT OF DEBTORS AND OFFICIAL
COMMITTEE OF UNSECURED CREDITORS' FIRST AMENDED JOINT PLAN OF
REORGANIZATION OF FLEMING COMPANIES, INC. AND ITS FILING SUBSIDIARIES UNDER
CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

IMPORTANT DATES

- - Date by which Ballots must be received: [______], 2004

- - Date by which objections to Confirmation of the Plan must be filed and
served: [_____], 2004

- - Hearing on Confirmation of the Plan: [_______], 2004

THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE JOINT PLAN OF
REORGANIZATION. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL THE
BANKRUPTCY COURT HAS APPROVED THIS DISCLOSURE STATEMENT.

- ---------------------------
(1) The Debtors are the following entities: Core-Mark International, Inc.;
Fleming Companies, Inc.; ABCO Food Group, Inc.; ABCO Markets, Inc.; ABCO
Realty Corp.; ASI Office Automation, Inc.; C/M Products, Inc.; Core-Mark
Interrelated Companies, Inc.; Core-Mark Mid-Continent, Inc.; Dunigan Fuels,
Inc.; Favar Concepts, Ltd.; Fleming Foods Management Co., L.L.C., Fleming
Foods of Texas, L.P.; Fleming International, Ltd.; Fleming Supermarkets of
Florida, Inc.; Fleming Transportation Service, Inc.; Food 4 Less Beverage
Company, Inc.; Fuelserv, Inc.; General Acceptance Corporation; Head
Distributing Company; Marquise Ventures Company, Inc.; Minter-Weisman Co.;
Piggly Wiggly Company; Progressive Realty, Inc.; Rainbow Food Group, Inc.;
Retail Investments, Inc.; Retail Supermarkets, Inc.; RFS Marketing
Services, Inc.; and Richmar Foods, Inc.

KIRKLAND & ELLIS LLP PACHULSKI, STANG, ZIEHL, YOUNG,
James H. M. Sprayregen, P.C. JONES & WEINTRAUB P.C.
(ARDC No. 6190206) Laura Davis Jones (Bar No. 2436)
Richard L. Wynne (CA Bar No. 120349) Ira D. Kharasch (CA Bar No. 109084)
Janet S. Baer (ARDC No. 6182994) Robert M. Saunders (CA Bar No. 226172)
Geoffrey A. Richards (ARDC No. 6230120) Scotta E. McFarland (Bar No. 4184)
Shirley S. Cho (CA Bar No. 192616) Christopher J. Lhulier (Bar No. 3850)
200 East Randolph Drive 919 North Market Street, Sixteenth
Chicago, IL 60601-6436 Floor, P.O. Box 8705
Telephone: (312) 861-2000 Wilmington, Delaware 19899-8705
Facsimile: (312) 861-2200 (Courier No. 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400

Co-Counsel for the Debtors and Debtors-in-Possession
Dated: January 19, 2004

THIS DISCLOSURE STATEMENT SUMMARIZES CERTAIN PROVISIONS OF THE DEBTORS'
AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS' FIRST AMENDED JOINT PLAN OF
REORGANIZATION OF FLEMING COMPANIES, INC. AND ITS FILING SUBSIDIARIES UNDER
CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE ("PLAN") AS WELL AS CERTAIN
OTHER DOCUMENTS AND FINANCIAL INFORMATION. THE FINANCIAL INFORMATION SUMMARIES
AND OTHER DOCUMENTS ATTACHED HERETO OR INCORPORATED BY REFERENCE HEREIN ARE
QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THOSE DOCUMENTS. IN THE EVENT OF ANY
INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION IN THIS DISCLOSURE STATEMENT
AND THE TERMS AND PROVISIONS OF THE PLAN, OR THE OTHER DOCUMENTS AND FINANCIAL
INFORMATION INCORPORATED HEREIN BY REFERENCE, THE PLAN OR THE OTHER DOCUMENTS
AND FINANCIAL INFORMATION, AS THE CASE MAY BE, SHALL GOVERN FOR ALL PURPOSES.
CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS SET
FORTH IN THE PLAN.

THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY CANADIAN
SECURITIES ADMINISTRATOR ("CSA") OR ANY STOCK EXCHANGE, NOR HAS THE SEC, ANY CSA
OR ANY STOCK EXCHANGE PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS
CONTAINED HEREIN.

MOREOVER, THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE, AND MAY NOT BE
CONSTRUED AS, AN ADMISSION OF FACT, LIABILITY, STIPULATION OR WAIVER BUT RATHER
SHOULD BE CONSTRUED AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS RELATED TO
CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER PENDING OR THREATENED
LITIGATION OR ACTIONS.

THE DEBTORS MAKE THE STATEMENTS AND PROVIDE THE FINANCIAL INFORMATION
CONTAINED HEREIN AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED. HOLDERS OF
CLAIMS AND EQUITY INTERESTS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER
AT THE TIME OF SUCH REVIEW THAT THE FACTS SET FORTH HEREIN HAVE NOT CHANGED
SINCE THE DATE HEREOF UNLESS SO SPECIFIED. EACH HOLDER OF AN IMPAIRED CLAIM
ENTITLED TO VOTE SHOULD THEREFORE CAREFULLY REVIEW THE PLAN, THIS DISCLOSURE
STATEMENT AND THE EXHIBITS TO BOTH DOCUMENTS IN THEIR ENTIRETY BEFORE CASTING A
BALLOT. THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL
OR TAX ADVICE. ALL PERSONS DESIRING SUCH ADVICE OR ANY OTHER ADVICE SHOULD
CONSULT WITH THEIR OWN ADVISORS.

NO PARTY IS AUTHORIZED TO PROVIDE TO ANY OTHER PARTY ANY INFORMATION
CONCERNING THE PLAN OTHER THAN THE CONTENTS OF THIS DISCLOSURE STATEMENT. THE
DEBTORS HAVE NOT AUTHORIZED ANY REPRESENTATIONS CONCERNING THE DEBTORS OR THE
VALUE OF THEIR PROPERTY OTHER THAN THOSE SET FORTH IN THIS DISCLOSURE STATEMENT.
HOLDERS OF CLAIMS SHOULD NOT RELY ON ANY INFORMATION, REPRESENTATIONS OR
INDUCEMENTS MADE TO OBTAIN YOUR ACCEPTANCE OF THE PLAN THAT ARE OTHER THAN, OR
INCONSISTENT WITH, THE INFORMATION CONTAINED HEREIN AND IN THE PLAN.

THE DEBTORS' MANAGEMENT HAS REVIEWED THE FINANCIAL INFORMATION PROVIDED
IN THIS DISCLOSURE STATEMENT. ALTHOUGH THE DEBTORS HAVE USED THEIR BEST EFFORTS
TO ENSURE THE ACCURACY OF THIS FINANCIAL INFORMATION, THE FINANCIAL INFORMATION
CONTAINED IN, OR INCORPORATED BY REFERENCE INTO, THIS DISCLOSURE STATEMENT HAS
NOT BEEN AUDITED.

UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO "DOLLARS" OR "$" SHALL BE
DEEMED TO REFER TO UNITED STATES DOLLARS.

iii

ALL CAPITALIZED TERMS IN THIS DISCLOSURE STATEMENT THAT ARE NOT
OTHERWISE DEFINED HEREIN HAVE THE MEANINGS GIVEN TO THEM IN THE PLAN.

TABLE OF CONTENTS

I. SUMMARY.................................................................................................. 1
A. Plan Overview................................................................................... 2
1. Purpose - Reorganization............................................................... 2
2. Substantive Consolidation.............................................................. 2
3. Creation of Core-Mark Newco............................................................ 2
4. Summary of Plan Treatment.............................................................. 2
5. Executory Contracts and Unexpired Leases............................................... 7
B. Voting and Confirmation......................................................................... 7
1. Time and Place of the Confirmation Hearing............................................. 8
2. Deadline for Voting For or Against the Plan............................................ 8
3. Deadline for Objecting to the Confirmation of the Plan................................. 9
C. Risk Factors.................................................................................... 9
D. Identity of Persons to Contact for More Information............................................. 9
E. Disclaimer...................................................................................... 9
1. Read This Disclosure Statement And The Plan Carefully.................................. 9

II. RECOMMENDATIONS......................................................................................... 11
A. The Debtors And The Creditors' Committee Strongly Recommend That You Vote In
Favor Of The Plan.............................................................................. 11

III. VOTING ON AND CONFIRMATION OF THE PLAN.................................................................. 12
A. Voting And Ballots............................................................................. 12
B. Confirmation Hearing For The Plan.............................................................. 13
C. Any Objections To Confirmation Of The Plan..................................................... 13
D. Questions About The Disclosure Statement, Plan Or Ballots...................................... 14

IV. ORGANIZATION AND ACTIVITIES OF THE DEBTORS.............................................................. 15
A. Operations..................................................................................... 15
B. Debt Structure................................................................................. 15
1. Debt.................................................................................. 15
2. Secured Debt.......................................................................... 15
3. Unsecured Debt........................................................................ 16
4. Trade Debt............................................................................ 16
5. PBGC Debt............................................................................. 17
6. Potential Environmental Liabilities................................................... 17
C. Pre-Petition Operational Restructuring Efforts................................................. 17

V. THE CASES............................................................................................... 18
A. Events Leading to the Chapter 11 Cases......................................................... 18
B. The Auction and Sale Process For the Wholesale Distribution Assets & Plans for Fleming
Convenience Assets............................................................................. 18
1. Auction and Sale Process for Wholesale Distribution Assets............................ 18
2. Plans for Fleming Convenience Assets.................................................. 19
C. Significant Case Events........................................................................ 19
1. Summary of Significant Motions........................................................ 19
2. Retention of Professionals............................................................ 22
3. Appointment of Creditors' Committee and Retention of Professionals.................... 23
4. Asset Sales and Other Dispositions.................................................... 23
5. Debtor in Possession Operating Reports................................................ 25
6. Pending Litigation And The Automatic Stay............................................. 25
7. Claims Bar Date and Review Process.................................................... 32

VI. SUMMARY OF THE PLAN OF REORGANIZATION................................................................... 34

A. Overview of Chapter 11......................................................................... 34
B. Generally...................................................................................... 35
1. Structure of Reorganizing Plan........................................................ 35
2. Creation of Core-Mark Newco........................................................... 35
3. Exit Financing Facility, Obtaining Cash for Plan Distributions and Transfers of
Funds Among the Debtors and the Reorganized Debtors................................... 36
4. Tranche B Loan........................................................................ 36
5. Sale of Assets........................................................................ 36
C. Classification And Treatment Of Claims And Equity Interests.................................... 36
1. Summary of Unclassified Claims against all Debtors.................................... 36
2. Classification and Treatment of Classified Claims..................................... 38
D. Special Provision Governing Unimpaired Claims.................................................. 42
E. Acceptance And Rejection Of The Plan........................................................... 42
1. Voting Classes........................................................................ 42
2. Acceptance by Impaired Classes........................................................ 42
3. Presumed Acceptance of Plan........................................................... 42
4. Presumed Rejection of Plan............................................................ 43
5. Non-Consensual Confirmation........................................................... 43
F. Plan Implementation............................................................................ 43
1. Substantive Consolidation............................................................. 43
2. Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors........ 47
3. Cancellation of Old Notes, Old Stock and Other Equity Interests....................... 47
4. Issuance of New Securities; Execution of Related Documents............................ 48
5. Restructuring Transactions............................................................ 48
6. Corporate Governance, Directors and Officers, and Corporate Action.................... 48
7. The Rights Offering Alternative....................................................... 49
G. Post-Confirmation Trust........................................................................ 49
1. Formation/Purpose..................................................................... 49
2. Powers................................................................................ 49
3. Funding............................................................................... 49
H. Creation of Professional Fee Escrow Account.................................................... 50
I. Executory Contracts............................................................................ 50
1. Assumption/Rejection of Executory Contracts and Unexpired Leases...................... 50
2. Claims Based on Rejection of Executory Contracts or Unexpired Leases.................. 50
3. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed................. 50
4. Indemnification of Directors, Officers and Employees.................................. 50
5. Compensation and Benefit Programs..................................................... 51
J. Distributions.................................................................................. 51
1. Distributions for Claims Allowed as of the Effective Date............................. 51
2. Distributions by Core-Mark Newco and the Post Confirmation Trust...................... 51
3. Interest on Claims.................................................................... 51
4. Delivery and Distributions and Undeliverable or Unclaimed Distributions............... 52
5. Distribution Record Date.............................................................. 53
6. Timing and Calculation of Amounts to be Distributed................................... 53
7. Minimum Distribution.................................................................. 53
8. Setoffs............................................................................... 53
9. Old Notes............................................................................. 53
10. Failure to Surrender Canceled Instruments............................................. 54
11. Lost, Stolen, Mutilated or Destroyed Debt Securities.................................. 54
12. Share Reserve......................................................................... 54
13. Settlement of Claims and Controversies................................................ 54
K. Resolution of Disputed Claims.................................................................. 54
1. Prosecution of Objections to Claims................................................... 54
2. Estimation of Claims.................................................................. 54
3. Payments and Distributions on Disputed Claims......................................... 55

4. Allowance of Claims................................................................... 55
5. Controversy Concerning Impairment..................................................... 55
L. Retention Of Jurisdiction...................................................................... 55
M. Release, Injunctive And Related Provisions..................................................... 56
1. Subordination......................................................................... 56
2. MUTUAL RELEASES BY RELEASEES.......................................................... 57
3. RELEASES BY HOLDERS OF CLAIMS......................................................... 57
4. INDEMNIFICATION....................................................................... 57
5. EXCULPATION........................................................................... 57
6. DISCHARGE OF CLAIMS AND TERMINATION OF EQUITY INTERESTS............................... 58
7. INJUNCTION............................................................................ 58
8. Impact of Plan on Pending Litigation.................................................. 58
9. Consideration for Releases, Indemnification and Exculpation........................... 58
N. Conditions Precedent to Plan Consummation...................................................... 58
O. Conditions Precedent to Occurrence of the Effective Date....................................... 59
P. Waiver of Conditions........................................................................... 60
Q. Effect of Non-occurrence of Conditions to Occurrence of the Effective Date..................... 60
R. Severability Of Plan Provisions................................................................ 60
S. Miscellaneous Provisions....................................................................... 60
1. Effectuating Documents, Further Transactions and Corporation Action................... 60
2. Dissolution of Committee.............................................................. 61
3. Payment of Statutory Fees............................................................. 61
4. Modification of Plan.................................................................. 61
5. Revocation of Plan.................................................................... 61
6. Environmental Liabilities............................................................. 61
7. Successors and Assigns................................................................ 61
8. Reservation of Rights................................................................. 61
9. Section 1146 Exemption................................................................ 62
10. Further Assurances.................................................................... 62
11. Service of Documents.................................................................. 62
12. Filing of Additional Documents........................................................ 62
13. Transactions on Business Days......................................................... 62
14. Post-Effective Date Fees and Expenses................................................. 63
15. Conflicts............................................................................. 63
16. Term of Injunctions or Stays.......................................................... 63
17. Entire Agreement...................................................................... 63
18. Closing of the Chapter 11 Cases....................................................... 63

VII. DEBTORS' RETAINED CAUSES OF ACTION...................................................................... 64
A. Maintenance of Causes of Action................................................................ 64
B. Preservation of Causes of Action............................................................... 64
C. Preservation of All Causes of Action Not Expressly Settled or Released......................... 65

VIII. FEASIBILITY OF THE PLAN AND THE BEST INTERESTS TEST..................................................... 66
A. Feasibility of the Plan........................................................................ 66
B. Best Interests Test............................................................................ 67
1. Generally............................................................................. 67
2. Debtors' Best Interests Test.......................................................... 68
C. Estimated Valuation of the Reorganized Debtors................................................. 69
D. Confirmation Without Acceptance by All Impaired Classes: The `Cramdown' Alternative............ 71

IX. IMPORTANT CONSIDERATIONS AND RISK FACTORS............................................................... 73
A. The Debtors Have No Duty To Update............................................................. 73
B. No Representations Outside The Disclosure Statement Are Authorized............................. 73
C. Information Presented Is Based On The Debtors' Books And Records, And No Audit Was Performed... 73

vii

D. All Information Was Provided by Debtors And Was Relied Upon By Professionals................... 73
E. Projections And Other Forward Looking Statements Are Not Assured, And Actual
Results Will Vary.............................................................................. 73
1. Claims Could Be More Than Projected................................................... 73
2. Projections........................................................................... 73
F. This Disclosure Statement Was Not Approved By The Securities And Exchange Commission........... 74
G. No Legal Or Tax Advice Is Provided To You By This Disclosure Statement......................... 74
H. No Admissions Made............................................................................. 74
I. No Waiver Of Right To Object Or Right To Recover Transfers And Estate Assets................... 74
1. Business Factors and Competitive Conditions........................................... 74
2. Access to Financing and Trade Terms................................................... 75
3. Market for New Securities............................................................. 75
4. Impact of Interest Rates.............................................................. 75
J. Bankruptcy Law Risks and Considerations........................................................ 76
1. Confirmation of the Plan is Not Assured............................................... 76
2. The Plan May Be Confirmed Without the Approval of All Creditors
Through So-Called "Cramdown"...................................................... 76
3. The Effective Date Might Be Delayed or Never Occur.................................... 76
4. The Projected Value of Estate Assets Might Not Be Realized............................ 76
5. Allowed Claims in the Various Classes May Exceed Projections.......................... 76
K. Tax Considerations............................................................................. 77

X. EFFECT OF CONFIRMATION.................................................................................. 78
A. Binding Effect of Confirmation................................................................. 78
B. Vesting Of Assets Free And Clear Of Liens, Claims And Interests................................ 78
C. Good Faith..................................................................................... 78
D. Discharge of Claims............................................................................ 78
E. Judicial Determination of Discharge............................................................ 78

XI. CERTAIN SECURITIES LAW CONSIDERATIONS................................................................... 79
A. Exemptions from Registration under Securities Act.............................................. 79
B. Applicability Of Certain Canadian Securities Laws.............................................. 80

XII. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN................................................ 81
A. Certain U.S. Federal Income Tax Consequences To U.S. Holders Of Claims And Equity
Interests...................................................................................... 81
1. Consequences to Holders of Prepetition Lenders' Secured Claims........................ 82
2. Consequences to Holders of Other Secured Claims, Approved Trade Creditor
Lien Claims, DSD Trust Claims, PACA/PASA Claims and Convenience Claims................ 82
3. Consequences to Holders of Allowed Valid Reclamation Claims Other Than
Class 3(B) Claims..................................................................... 82
4. Consequences to Holders of General Unsecured Claims (Other Than
Convenience Claims)................................................................... 83
5. Consequences to Holders of Equity Interests........................................... 83
6. Receipt of Interests in Post Confirmation Trust....................................... 84
7. Treatment of Subsequent Distributions on Preferred Stock and New Common
Stock................................................................................. 84
B. Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders of Claims..................... 85
1. Accrued Interest, Market Discount and Capital Losses.................................. 86
C. Certain U.S. Federal Income Tax Consequences To Reorganized Debtors............................ 87
1. Transfer of Business Assets........................................................... 87
2. Cancellation of Indebtedness and Reduction of Tax Attributes.......................... 87
3. Limitation of Net Operating Loss Carryovers and Other Tax Attributes.................. 88
D. Backup Withholding............................................................................. 88

viii

XIII. CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF
CONSUMMATION OF THE PLAN................................................................................ 90
A. General........................................................................................ 90
B. Settlement of Debt............................................................................. 90
C. Resident Holders............................................................................... 90
D. Non-Resident Holders........................................................................... 91
E. Expiry or Disposition of Equity Subscription Rights............................................ 91
1. Resident Holders...................................................................... 91
2. Non-Resident Holders.................................................................. 92

XIV. ALTERNATIVES TO PLAN.................................................................................... 93
A. Liquidation Under Chapter 7.................................................................... 93
B. Dismissal...................................................................................... 93
C. Alternative Plan............................................................................... 93

XV. CONCLUSION.............................................................................................. 94

EXHIBITS
Exhibit 1 Plan
Exhibit 2 Solicitation Order
Exhibit 3 Financial Information and Projections
3A -- Chapter 11 Emergence Balance Sheet
3B -- Core Mark Newco Financial Projections
3C -- Post Confirmation Trust Financial Projections
Exhibit 4 Best Interests Analysis
Exhibit 5 The Rights Offering Description

I. SUMMARY

On the Petition Date, the following companies filed petitions under
chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the District of Delaware: Core-Mark
International, Inc.; Fleming Companies, Inc.; ABCO Food Group, Inc.; ABCO
Markets, Inc.; ABCO Realty Corp.; ASI Office Automation, Inc.; C/M Products,
Inc.; Core-Mark Interrelated Companies, Inc.; Core-Mark Mid-Continent, Inc.;
Dunigan Fuels, Inc.; Favor Concepts, Ltd.; Fleming Foods Management Co., O.K.,
Fleming Foods of Texas, L.P.; Fleming International, Ltd.; Fleming Supermarkets
of Florida, Inc.; Fleming Transportation Service, Inc.; Food 4 Less Beverage
Company, Inc.; Fuelserv, Inc.; General Acceptance Corporation; Head Distributing
Company; Marquise Ventures Company, Inc.; Minter-Weisman Co.; Piggly Wiggly
Company; Progressive Realty, Inc.; Rainbow Food Group, Inc.; Retail Investments,
Inc.; Retail Supermarkets, Inc.; RFS Marketing Services, Inc.; and Richmar
Foods, Inc. Collectively, these entities are referred to herein as the
"Debtors."

The Debtors are operating their businesses and managing their
properties as debtors and debtors-in-possession pursuant to sections 1107(a) and
1108 of the Bankruptcy Code.

As of the Petition Date, the Debtors were one of the largest
distributors of consumable goods in the United States, supplying food,
food-related and general merchandise products to approximately 45,000 retail
locations throughout the continental United States, Hawaii, Western Canada, and
the Caribbean, with distribution centers throughout the country. As of the
Petition Date, the Debtors employed over 15,000 people.

As of the Petition Date, the Debtors' distribution business operated
within two overall lines of business -- (i) wholesale grocery distribution (the
"Wholesale Distribution Business"), which supplied a full line of products to
grocery stores, discount stores, supercenters and specialty retailers and (ii)
convenience store wholesale distribution ("Fleming Convenience"), which supplied
(and continues to supply) products to traditional convenience retailers. The
majority of Fleming Convenience is operated under the corporate name of
Core-Mark International, Inc. and its subsidiaries Core-Mark Interrelated
Companies, Inc., Core-Mark Mid Continent Inc., Minter-Weisman Co., Head
Distributing Co. and the Debtors' other related convenience store operations.
Pursuant to section 363 of the Bankruptcy Code, the Bankruptcy Court approved
the sale of the Wholesale Distribution Business to C&S Acquisition, LLC (C&S),
which sale closed on August 23, 2003 and generated an initial net amount of $237
million and is expected to generate additional sums in the future for the
Debtors' estates. The sale to C&S did not include or otherwise affect the assets
of Fleming Convenience. By the proposed Joint Plan of Reorganization (the
"Plan"), the Debtors seek to reorganize their operations around Fleming
Convenience.

The Debtors' third line of business, consisting of retail operations,
has been discontinued and the Debtors have either sold or closed all of their
retail grocery stores.

Chapter 11 of the Bankruptcy Code allows a debtor to sponsor a plan of
reorganization that proposes how to dispose of a debtor's assets and treat
claims against, and interests in, such debtor. A plan of reorganization
typically may provide for a debtor-in-possession to reorganize by continuing to
operate, to liquidate by selling assets of the estate or to implement a
combination of both. As mentioned above, the Plan is a reorganizing plan.

WHY YOU ARE RECEIVING THIS DOCUMENT

The Bankruptcy Code requires that the party proposing a chapter 11 plan
of reorganization prepare and file with the Bankruptcy Court a document called a
"disclosure statement." THIS DOCUMENT IS THE DISCLOSURE STATEMENT (THE
"DISCLOSURE STATEMENT") FOR THE PLAN. THE DISCLOSURE STATEMENT INCLUDES CERTAIN
EXHIBITS AND A SUPPLEMENT, EACH OF WHICH IS INCORPORATED HEREIN BY REFERENCE.

PLEASE NOTE THAT ANY TERMS NOT SPECIFICALLY DEFINED IN THIS DISCLOSURE
STATEMENT HAVE THE MEANINGS ASCRIBED TO THEM IN THE PLAN, AND ANY CONFLICT
ARISING THEREFROM SHALL BE GOVERNED BY THE PLAN.

This Disclosure Statement summarizes the Plan's content and provides
information relating to the Plan and the process the Bankruptcy Court will
follow in determining whether to confirm the Plan. The Disclosure Statement

also discusses the events leading to the Debtors' filing their Chapter 11 Cases,
describes the main events that have occurred in the Debtors' Chapter 11 Cases,
and, finally, summarizes and analyzes the Plan. The Disclosure Statement also
describes certain potential U.S. and Canadian Federal income tax consequences to
Holders of Claims and Equity Interests, voting procedures and the confirmation
process.

THE BANKRUPTCY CODE REQUIRES A DISCLOSURE STATEMENT TO CONTAIN
"ADEQUATE INFORMATION" CONCERNING THE PLAN. IN OTHER WORDS, A DISCLOSURE
STATEMENT MUST CONTAIN SUFFICIENT INFORMATION TO ENABLE PARTIES WHO ARE AFFECTED
BY THE PLAN TO VOTE INTELLIGENTLY FOR OR AGAINST THE PLAN OR OBJECT TO THE PLAN,
AS THE CASE MAY BE. THE BANKRUPTCY COURT HAS REVIEWED THIS DISCLOSURE STATEMENT
AND HAS DETERMINED THAT IT CONTAINS ADEQUATE INFORMATION AND MAY BE SENT TO YOU
TO SOLICIT YOUR VOTE ON THE PLAN.

All Creditors should carefully review both the Disclosure Statement and
the Plan before voting to accept or reject the Plan. Indeed, Creditors should
not rely solely on the Disclosure Statement but should also read the Plan.
Moreover, the Plan provisions will govern if there are any inconsistencies
between the Plan and the Disclosure Statement.

A. Plan Overview

1. Purpose - Reorganization

The purpose of the Plan is to provide the Debtors with a
capital structure that can be supported by cash flows from operations. The
Debtors believe that the reorganization contemplated by the Plan is in the best
interests of their creditors as a whole. If the Plan is not confirmed, the
Debtors believe that they will be forced either to file an alternate liquidating
plan of reorganization or liquidate under Chapter 7 of the Bankruptcy Code. In
either event, the Debtors believe that the Debtors' unsecured creditors would
realize a less favorable distribution of value, or, in certain cases, none at
all, for their Claims. See Article X hereof and the Liquidation Values set forth
in the Best Interest Test analysis in the Disclosure Statement Supplement.

2. Substantive Consolidation

On the Effective Date, each of the Debtors' estates will be
substantively consolidated pursuant to section 105(a) of the Bankruptcy Code for
the limited purposes of allowance, treatment and distributions under the Plan.
As a result of the substantive consolidation, on the Effective Date, all
property, rights and claims of the Debtors shall be deemed pooled for purposes
of allowance, treatment and distributions under the Plan. See Section VI.F.2
hereof.

3. Creation of Core-Mark Newco

The Plan will provide for the reorganization of the Debtors
centered around their Fleming Convenience businesses through the formation of a
new entity, Core-Mark Newco, as outlined in more detail in Section VI.B.2
herein.

4. Summary of Plan Treatment

UNCLASSIFIED
CLAIMS PLAN TREATMENT
- ---------------------------------------------------------------------------------------

Administrative Subject to the provisions of sections 330(a) and 331 of the
Claims:(2) Bankruptcy Code, each Holder of an Allowed Administrative Claim,
including Holders of Allowed Approved Trade Creditor Lien

- ---------------------------
(2) Includes any claim for costs and expenses of administration pursuant to
Sections 503(b), 507(a)(1), 507(b) or 1114(e)(2) of the Bankruptcy Code,
including, but not limited to: (a) the actual and necessary costs and
expenses incurred after the petition date of preserving the estates and
operating the businesses of the Debtors
(Continued...)

UNCLASSIFIED
CLAIMS PLAN TREATMENT
- --------------------------------------------------------------------------------

Claims, but excluding Claims for Professional Fees, will
be paid the full unpaid amount of such Allowed
Administrative Claim in Cash (i) on the Effective Date or
as soon as practicable thereafter, or (ii) if such
Administrative Claim is Allowed after the Effective Date,
as soon as practicable after the date such Claim is
Allowed, or (iii) upon such other terms as may be agreed
upon by such Holder and the applicable Reorganized Debtor
or otherwise upon an order of the Bankruptcy Court;
provided that Allowed Administrative Claims including
Allowed Approved Trade Creditor Lien Claims representing
obligations incurred in the ordinary course of business
or otherwise assumed by the Debtors or Reorganized
Debtors pursuant hereto will be assumed on the Effective
Date and paid or performed by the applicable Reorganized
Debtor when due in accordance with the terms and
conditions of the particular agreements governing such
obligations.

Except as provided in the Plan, Holders of Administrative
Claims that arose on or before October 31, 2003 shall
file an Administrative Claim on or before the First
Administrative Bar Date pursuant to the First
Administrative Bar Date Order. Except as provided in the
Plan, Holders of Administrative Claims that arose after
October 31, 2003 that have not been paid as of the
Effective Date, must file an Administrative Claim by the
Second Administrative Bar Date. If an Administrative
Claim is not timely filed by the First Administrative Bar
Date or the Second Administrative Bar Date, as
applicable, then such Administrative Claim shall be
forever barred and shall not be enforceable against the
Debtors or the Reorganized Debtors, their successors,
their assigns or their property. The foregoing
requirements to file Administrative Claims by the
relevant bar date shall not apply to the (i)
Administrative Claims of Professionals retained pursuant
to sections 327 and 328 of the Bankruptcy Code; (ii)
expenses of members of the Official Committee of
Unsecured Creditors; (iii) all fees payable and unpaid
under 28 U.S.C. Section 1930; (iv) any fees or charges
assessed against the estates of the Debtors under 28
U.S.C. Section 123; (v) Intercompany Claims between Debtors
and their affiliates; and (vi) Administrative Claims
arising in the ordinary course of business relating to
inventory, services or supplies provided by trade vendors
or service providers which are paid or payable by the
Debtors in the ordinary course of business. An objection
to an Administrative Claim filed pursuant to this
provision must be filed and properly served within 220
days after the Effective Date. The Debtors and the Post
Confirmation Trustee, as applicable, reserve the right to
seek an extension of such time to object.

All Professionals that are awarded compensation or
reimbursement by the Bankruptcy Court in accordance with
sections 330, 331 or 363 of the Bankruptcy Code that are
entitled to the priorities established pursuant to
sections 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of
the Bankruptcy Code, shall be paid in full, in Cash, the
amounts allowed by the Bankruptcy Court: (a) on or as
soon as reasonably practicable following the later to
occur of (i) the Effective Date; and (ii) the date upon
which the Bankruptcy Court order allowing such Claim
becomes a Final Order; or (b) upon such other terms as
may be mutually agreed upon between such Professional and
the Reorganized Debtors. On or before the Effective Date
and prior to any distribution being made under the Plan,
the Debtors shall escrow into the Professional Fee Escrow
Account, the Carve-Out and the Additional Carve-Out as
outlined in the Final DIP Order and any additional
estimated accrued amounts owed to Professionals through
the Effective Date.

Except as otherwise provided by Court order for a
specific Professional, Professionals or other

- ---------------------------
(such as wages, salaries or commissions for services and payments for goods and
other services and leased premises); (b) compensation for legal, financial
advisory, accounting and other services and reimbursement of expenses awarded or
allowed pursuant to Sections 328, 330(a) or 331 of the Bankruptcy Code or
otherwise for the period commencing on the petition date and ending on the
effective date of the Plan; and (c) all fees and charges assessed against the
estates pursuant to Chapter 123 of Title 28 United States Code, 28 U.S.C.
Sections 1911 through 1930. This excludes Reclamation Claims.

UNCLASSIFIED
CLAIMS PLAN TREATMENT
- ------------------------------------------------------------------------------------

entities requesting compensation or reimbursement of expenses
pursuant to sections 327, 328, 330, 331, 503(b) and 1103
or 363 of the Bankruptcy Code for services rendered prior
to the Confirmation Date must file and serve an
application for final allowance of compensation and
reimbursement of expenses no later than forty-five (45)
days after the Effective Date. All such applications for
final allowance of compensation and reimbursement of
expenses will be subject to the authorization and
approval of the Court. Any objection to the Claims of
Professionals shall be filed on or before thirty (30)
days after the date of the filing of the application for
final compensation.

Allowed Administrative Claims are currently estimated to
be in the range of $96-$135 million as of the Effective
Date.

Priority Tax Each Holder of an Allowed Priority Tax Claim that is due
Claims and payable on or prior to the Effective Date shall be
paid in full satisfaction, settlement, release, and
discharge of and in exchange for such Priority Tax Claim
in deferred Cash payments over a period not to exceed six
years after the date of assessment in accordance with
Section 1129(a)(9)(C) of the Bankruptcy Code with interest
at a rate agreed to by the parties or set by the Court.

Allowed Priority Tax Claims are currently estimated to be
in the range of $10 to $20 million as of the Effective
Date.(3)

DIP Claims: On the Effective Date, or as soon as practicable
thereafter, each Holder of an Allowed DIP Claim shall be
paid in full in Cash in full satisfaction, settlement,
release and discharge of and in exchange for each and
every Allowed DIP Claim, unless such Holder consents to
other treatment.

Allowed DIP Claims, which are comprised of letters of
credit outstanding, are currently estimated to be in the
range of $130-$135 million, as of the Effective Date.

PLAN TREATMENT
CLASS CLAIM OF CLASS
- -----------------------------------------------------------------------------------------------------------

1 Other Priority On the Effective Date, or as soon as practicable thereafter, each Holder of an
Non-Tax Claims Allowed Other Priority Non-Tax Claim shall be paid in full satisfaction,
settlement, release and discharge of and in exchange for each and every
Allowed Other Priority Non-Tax Claim in Cash in full, unless such Holder
agrees to other treatment. THE CLASS IS UNIMPAIRED AND IS DEEMED TO ACCEPT.

Allowed Class 1 Claims are currently estimated to be in the range of $8 to $15
million as of the Effective Date.

2 Pre-Petition On the Effective Date, or as soon as practicable thereafter unless such
Lenders' Secured Holder consents to other treatment, each Holder of an Allowed Pre-Petition
Claims Lenders' Secured Claim shall be paid in full and shall either (i) assign its
liens in the Debtors' assets to the lender under the Exit Financing Facility
Agreement or (ii) assign its liens in the Debtors' assets to Core-Mark Newco
which liens as assigned shall have the same validity and priority as such
liens held by the Holders of the Class 2 Claims, and which liens as assigned
shall be subject to further transfer to the Post Confirmation Trust, as
applicable. THE CLASS IS UNIMPAIRED AND IS DEEMED TO ACCEPT.

- ---------------------------
(3) This estimate does not include account payable and accrued liabilities
incurred in the ordinary course of business and carried through the
Effective Date by Core-Mark Newco.

PLAN TREATMENT
CLASS CLAIM OF CLASS
- ---------------------------------------------------------------------------------------------------------------

Allowed Class 2 Claims are currently estimated to be $0 as of the Effective Date.

3(A) Other Secured On the Effective Date or as soon as practicable thereafter, each Holder of an
Claims Allowed Other Secured Claim (e.g. PMSI Holders, equipment financing lenders, etc.)
shall receive one of the following treatments, at the Debtors' option, such that
they shall be rendered unimpaired pursuant to section 1124 of the Bankruptcy
Code: (i) the payment of such Holder's Allowed Other Secured Claim in full, in
Cash; (ii) the sale or disposition proceeds of the property securing such Allowed
Other Secured Claim to the extent of the value of the Holder's interest in such
property; or (iii) the surrender to the Holder of the property securing such
Claim. THE CLASS IS UNIMPAIRED AND IS DEEMED TO ACCEPT.

Allowed Class 3(A) Claims are currently estimated to be in the range of $750,000
to $2 million as of the Effective Date.

3(B) Approved Trade On the Effective Date, or as soon as practicable thereafter, Core-Mark
Creditor Newco or the Post Confirmation Trust, as applicable, shall issue a promissory
Reclamation Lien note in favor of the Holders of Allowed Approved Trade Creditor Reclamation
Claims Lien Claims in the estimated aggregate amount of such Allowed Claims to be
reissued as such Claims are Allowed by Final Order or settlement and grant a
first priority lien to such Holders on the Post Confirmation Trust
Distributable Assets entitling each Holder of an Allowed Approved Trade
Creditor Reclamation Lien Claim to its Ratable Proportion of the Post
Confirmation Trust Distributable Assets up to the total amount of each
Holders' Allowed Approved Trade Creditor Reclamation Lien Claim, in full
satisfaction, settlement, release and discharge of each Allowed Approved Trade
Creditor Reclamation Lien Claim, unless such Holder agrees to other treatment,
and subject at the Debtors' option, to reduction for unpaid post-petition
deductions, preference payments and other applicable setoff rights. THE CLASS
IS IMPAIRED AND ENTITLED TO VOTE.

Allowed Class 3(B) Claims are currently estimated to be in the range of $13-$92
million as of the Effective Date.

3(C) DSD Trust Claims (i) In the event that the DSD Trust Claim Holders obtain a Final Order in their
favor in the pending litigation allowing their Claims, on the later of (a) the
Effective Date or as soon as practicable thereafter; or (b) the date the DSD Trust
Claim Holders obtain a Final Order allowing their Claims or as soon as practicable
thereafter, each Holder of an Allowed DSD Trust Claim shall be paid in full
satisfaction, settlement, release and discharge of each Allowed DSD Trust Claim in
Cash in full, unless such Holder agrees to other treatment, subject, at the
Debtors' option to reduction for unpaid post-petition deductions, preference
payments and other applicable setoff rights. In the event the DSD Trust Claim
Holders do not prevail in their litigation, all Allowed DSD Trust Claims shall be
treated as Class 6 General Unsecured Claims hereunder. THE CLASS IS UNIMPAIRED
AND IS DEEMED TO ACCEPT.

Allowed Class 3(C) Claims are currently estimated to be in the range of $0-to $22
million as of the Effective Date.

PLAN TREATMENT
CLASS CLAIM OF CLASS
- -----------------------------------------------------------------------------------------------------------

4 PACA/PASA Claims:(4) On the Effective Date, or as soon as practicable thereafter, unless such Holder
agrees to other treatment, each Holder of an Allowed PACA/PASA Claim shall be paid
in full satisfaction, settlement, release, and discharge of and in exchange for
each and every Allowed PACA/PASA Claim in Cash in full from the previously
established PACA trust or from Core-Mark Newco to the extent the PACA trust is
insufficient to satisfy all the Allowed PACA/PASA Claims with any remaining
proceeds of the PACA trust to be distributed to Core-Mark Newco. THE CLASS IS
UNIMPAIRED AND IS DEEMED TO ACCEPT.

Allowed Class 4 Claims are currently estimated to be in the range of $9-$14
million as of the Effective Date.

5 Valid Reclamation To the extent the Court determines that the Holders of Reclamation Claims that
Claims that are not are not Class 3(B) Claims are entitled to priority treatment, on the
Class 3(B) Claims Effective Date, or as soon as practicable thereafter, Core-Mark Newco or the
Post Confirmation Trust, as applicable, shall issue a promissory note in favor
of such Holders in the estimated aggregate amount of their Allowed Claims and
grant a second priority lien on the Post Confirmation Trust Distributable Assets
entitling each Holder to its Ratable Proportion of Post Confirmation Trust
Distributable Assets, after all Class 3(B) Claims are paid in full. In the event
the Court denies the Holders of Reclamation Claims that are not Class 3(B)
Claims priority treatment, such Reclamation Claims shall be treated as Class 6
Claims hereunder.

Allowed Class 5 Claims are currently estimated to be in the range of $0-$150
million as of the Effective Date.(5)

6 General Unsecured On the Effective Date, or as soon as practicable thereafter, each Holder of an
Claims other than Allowed General Unsecured Claim other than Convenience Claims, shall be paid in
Convenience Claims full satisfaction, settlement, release, and discharge of and in exchange for each
and every Allowed General Unsecured Claim other than Convenience Claims, at the
Debtors' option, in one or a combination of the following manners: (i) issuance
of a Ratable Proportion of New Common Stock subject to dilution from the issuance
of warrants to the Tranche B Lenders or the shares of New Common Stock issued upon
the conversion of Preferred Stock issued pursuant to the Rights Offering,
if applicable, and through the Management Incentive Plan; and/or (ii) in the event
the Debtors, with the consent of the Creditors Committee, elect to sell some or all
of their assets as outlined herein, a Ratable Proportion of Cash remaining from the
sale of such assets after all of the Allowed Unclassified Claims and Claims of
Holders in Classes 1 through 5 have been satisfied in full.

- ------------------------------
(4) Includes claims asserted pursuant to the Perishable Agricultural
Commodities Act, 7 U.S.C. Section 499a et seq. ("PACA"), the Packers and
Stockyard Act, 7 U.S.C. Section 181 et seq. ("PASA"), or state statutes or
similar import.

(5) As per the November 21, 2003 Reclamation Claims Summary report filed with
the Court by the Debtors, this estimate is net of setoff of prepetition
deductions.

PLAN TREATMENT
CLASS CLAIM OF CLASS
- -----------------------------------------------------------------------------------------------------------

Agreement. Further, in the event the Debtors utilize a Rights Offering, each
Holder of a General Unsecured Claim that is listed on the Rights Participation
Schedule shall be entitled to receive in exchange for such Holders' Claim its
Equity Subscription Rights for shares of Preferred Stock as outlined in
Section VII.B. of the Plan, and Exhibit 6 herein. THE CLASS IS IMPAIRED AND IS
ENTITLED TO VOTE.

Allowed Class 6 Claims are currently estimated to be in the range of $2.6-$3.2
billion as of the Effective Date.

7 Convenience Claims On or as soon as practicable after the Effective Date, each Holder of an Allowed
Class 7 Claim shall receive, in full and final satisfaction of such claim, a cash
distribution equal to 10% of the amount of its Class 7 Claim, provided however,
the aggregate amount of such Allowed Class 7 Claims shall not exceed $10,000,000.
If the aggregate amount of the Allowed Class 7 Claims exceeds $10,000,000, each
Holder of an Allowed Class 7 Claim shall receive its Ratable Proportion of
$1,000,000. THE CLASS IS IMPAIRED AND IS ENTITLED TO VOTE.

Allowed Class 7 Claims are currently estimated to be in the range of $5-$10
million as of the Effective Date.

8 Equity Interests: Receives no distribution and are canceled.
THE CLASS IS FULLY IMPAIRED AND DEEMED TO REJECT.

9 Intercompany Claims Receives no distribution and are canceled.
THE CLASS IS FULLY IMPAIRED AND DEEMED TO REJECT.

10 Other Securities Receives no distribution and are cancelled and discharged. THE CLASS IS FULLY
Claims and Interests IMPAIRED AND DEEMED TO REJECT.

THE BANKRUPTCY COURT HAS NOT YET CONFIRMED THE PLAN DESCRIBED
IN THIS DISCLOSURE STATEMENT. IN OTHER WORDS, THE TERMS OF THE PLAN ARE NOT YET
BINDING ON ANYONE. HOWEVER, IF THE BANKRUPTCY COURT LATER CONFIRMS THE PLAN,
THEN THE PLAN WILL BE BINDING ON ALL CLAIM AND EQUITY INTEREST HOLDERS.

5. Executory Contracts and Unexpired Leases

Immediately prior to the Confirmation Date, except as
otherwise provided herein, all executory contracts or unexpired leases of the
Debtors will be deemed rejected in accordance with the provisions and
requirements of sections 365 and 1123 of the Bankruptcy Code except those
executory contracts and unexpired leases (i) have been previously rejected or
assumed by Order of the Bankruptcy Court, (ii) are subject to a pending motion
to reject or assume, (iii) are executory contracts and unexpired leases related
to the Wholesale Distribution Business for which the Option Period to assume or
reject such executory contract or unexpired lease has not yet expired or (iv)
are specifically listed on the Assumption Schedule filed with the Plan
Supplement. The Debtors, with the consent of the Creditors' Committee, reserve
the right for 30 days after the Confirmation Date to modify the Assumption
Schedule to add Executory Contracts or Leases or remove Executory Contracts or
Leases from such Assumption Schedule. The Debtors shall provide appropriate
notice to any party added or removed from the Assumption Schedule after the
Confirmation Date, and any such party removed from the Assumption Schedule shall
have thirty days from the receipt of such notice to file a proof of claim with
the Bankruptcy Court.

B. Voting and Confirmation

Each Holder of a Claim in Classes 5, 6 and 7 will be entitled to vote
either to accept or reject the Plan. Classes 5, 6 and 7 shall have accepted the
Plan if: (i) the Holders of at least two-thirds in dollar amount of the Allowed
Claims actually voting in each such Class have voted to accept the Plan and (ii)
the Holders of more than one-half in number of the Allowed Claims actually
voting in each such Class have voted to accept the Plan. Assuming the requisite
acceptances are obtained, the Debtors intend to seek confirmation of the Plan at
the Confirmation Hearing scheduled to commence on [_________], 2004 before the
Bankruptcy Court.

Notwithstanding the foregoing, the Debtors will seek Confirmation of the Plan
under section 1129(b) of the Bankruptcy Code with respect to the Impaired
Classes presumed to reject the Plan and reserve the right to do so with respect
to any other rejecting Class or to modify the Plan in accordance with Article
XIII.D of the Plan.

Article III of this Disclosure Statement specifies the deadlines,
procedures and instructions for voting to accept or reject the Plan and the
applicable standards for tabulating Ballots. The Bankruptcy Court has
established [_________], 2004, (the "Voting Record Date") as the date for
determining which Holders of Claims are eligible to vote on the Plan. Ballots
will be mailed to all registered Holders of Claims as of the Voting Record Date
who are entitled to vote to accept or reject the Plan. An appropriate return
envelope will be included with your Ballot, if necessary. Beneficial Holders of
Claims who receive a return envelope addressed to their bank, brokerage firm or
other Nominee, or any agent thereof, (each, a "Nominee") should allow sufficient
time for the Nominee to receive their votes and process them on a Master Ballot
before the Voting Deadline, as defined below.

The Debtors have engaged the Solicitation Agent to assist in the voting
process. The Solicitation Agent will answer questions, provide additional copies
of all materials and oversee the voting tabulation. The Solicitation Agent will
also process and tabulate ballots for each Class entitled to vote to accept or
reject the Plan. The "Solicitation Agent" is Bankruptcy Management Corporation,
1330 E. Franklin Avenue, El Segundo, California 90245, (888) 909-0100 (toll
free).

1. Time and Place of the Confirmation Hearing

The hearing at which the Bankruptcy Court will determine
whether to confirm the Plan will take place on [__], 2004 AT _:__ _.M.,
PREVAILING EASTERN TIME, in the United States Bankruptcy Court, District of
Delaware, before the Honorable Mary F. Walrath, United States Bankruptcy Judge.

2. Deadline for Voting For or Against the Plan

If you are entitled to vote, it is in your best interest to
vote timely on the enclosed ballot (the "Ballot") and return the Ballot in the
enclosed envelope to the Solicitation Agent.

TO BE COUNTED, THE SOLICITATION AGENT MUST RECEIVE YOUR BALLOT (OR
MASTER BALLOT OF YOUR NOMINEE HOLDER) INDICATING ACCEPTANCE OR REJECTION OF THE
PLAN NO LATER THAN 5:00 P.M., PREVAILING EASTERN TIME, ON [_____], 2004 (THE
"VOTING DEADLINE"), UNLESS THE BANKRUPTCY COURT EXTENDS OR WAIVES THE PERIOD
DURING WHICH VOTES WILL BE ACCEPTED BY THE DEBTORS, IN WHICH CASE THE TERM
"VOTING DEADLINE" FOR SUCH SOLICITATION SHALL MEAN THE LAST TIME AND DATE TO
WHICH SUCH SOLICITATION IS EXTENDED. ANY EXECUTED BALLOT OR COMBINATION OF
BALLOTS REPRESENTING CLAIMS IN THE SAME CLASS OR SUBCLASS HELD BY THE SAME
HOLDER THAT DOES NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN OR
THAT INDICATES BOTH AN ACCEPTANCE AND REJECTION OF THE PLAN SHALL NOT BE
COUNTED. ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE MAY NOT BE COUNTED IN THE
DISCRETION OF THE DEBTORS AND THE CREDITORS' COMMITTEE.

THE DEBTORS AND THE CREDITORS' COMMITTEE BELIEVE THAT THE PLAN IS IN
THE BEST INTEREST OF ALL OF THEIR CREDITORS AS A WHOLE. THE DEBTORS AND THE
CREDITORS' COMMITTEE THEREFORE RECOMMEND THAT ALL HOLDERS OF CLAIMS SUBMIT
BALLOTS TO ACCEPT THE PLAN.

At the Debtors' request, the Bankruptcy Court has established
certain procedures for the solicitation and tabulation of votes on the Plan.
They are described in the Order entitled "Order (A) Approving Disclosure
Statement; (B) Scheduling A Hearing To Confirm The Plan; (C) Establishing A
Deadline For Objecting To The Plan; (D) Approving Form Of Ballots, Voting
Deadline And Solicitation Procedures; And (E) Approving Form And Manner Of
Notices" and the "Notice Of (I) Entry Of Order Approving Disclosure Statement;
(II) Hearing To Confirm Plan Of Reorganization; And (III) Related Important
Dates" (the "Confirmation Hearing Notice") that accompany this Disclosure
Statement as Exhibit 2.

3. Deadline for Objecting to the Confirmation of the Plan

Objections to Plan confirmation must be filed with the
Bankruptcy Court and served upon the following, so that they are ACTUALLY
RECEIVED on or before [__] P.M. PREVAILING EASTERN TIME ON [__], 2004.

COUNSEL TO THE DEBTORS UNITED STATES TRUSTEE

Kirkland & Ellis LLP Office of the United States Trustee
777 South Figueroa Street Joseph McMahon, Esq.
Los Angeles, California 90017 844 N. King Street, Second Floor
Attn: Richard L. Wynne, Esq. Wilmington, Delaware 19801
Shirley S. Cho, Esq.
COUNSEL FOR THE CREDITORS COMMITTEE
Kirkland & Ellis LLP
200 East Randolph Drive Pepper Hamilton LLP
Chicago, Illinois 60601 100 Renaissance Center
Attn: Geoffrey A. Richards, Esq. Detroit, Michigan 48243
Janet S. Baer, Esq. Attn: I. William Cohen, Esq.
Robert Hertzberg, Esq.
Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C.
919 N. Market Street, Sixteenth Floor Milbank, Tweed, Hadley & McCloy LLP
Post Office Box 8705 1 Chase Manhattan Plaza
Wilmington, Delaware 19899-8705
(Courier 19801) New York, New York 10005
Attn: Laura Davis Jones, Esq. Attn: Dennis Dunne, Esq.
Christopher J. Lhulier, Esq. Paul S. Aronzon, Esq.

C. Risk Factors

Prior to deciding whether and how to vote on the Plan, each Holder of a
Claim should consider carefully all of the information in this Disclosure
Statement and should particularly consider the Risk Factors described in Article
IX hereof.

D. Identity of Persons to Contact for More Information

Any interested party desiring further information about the Plan should
contact: Counsel for the Debtors: Kirkland & Ellis LLP, 777 South Figueroa
Street, Los Angeles, California, via e-mail at scho@kirkland.com.

E. Disclaimer

1. Read This Disclosure Statement And The Plan Carefully

All creditors are urged to carefully read this Disclosure Statement,
with all attachments and enclosures, in their entirety, in order to formulate an
informed opinion as to the manner in which the Plan affects their Claims against
the Debtors and to determine whether to vote to accept the Plan.

You should also read the Plan carefully and in its entirety. The
Disclosure Statement contains a summary of the Plan for your convenience, but
the terms of the Plan, itself, supersede and control the summary.

In formulating the Plan, the Debtors relied on financial data derived
from their books and records. The Debtors therefore represent that everything
stated in this Disclosure Statement is true to the best of their knowledge. We
nonetheless cannot, and do not, confirm the current accuracy of all statements
appearing in this Disclosure Statement.

The discussion in this Disclosure Statement regarding the Debtors may
contain "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements consist of any
statement other than a recitation of historical fact and can be identified by
the use of forward-looking

terminology such as "may," "expect," "believe," "anticipate," "estimate" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. The reader is cautioned that all forward looking statements are
necessarily speculative, and there are certain risks and uncertainties that
could cause actual events or results to differ materially from those referred to
in such forward looking statements. The liquidation analyses, distribution
projections and other information are estimates only, and the timing and amount
of actual distributions to creditors may be affected by many factors that cannot
be predicted. Therefore, any analyses, estimates or recovery projections may or
may not turn out to be accurate.

NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT IS, OR SHALL BE DEEMED
TO BE, AN ADMISSION OR STATEMENT AGAINST INTEREST BY THE DEBTORS FOR PURPOSES OF
ANY PENDING OR FUTURE LITIGATION MATTER OR PROCEEDING.

ALTHOUGH THE ATTORNEYS, ACCOUNTANTS, ADVISORS AND OTHER PROFESSIONALS
EMPLOYED BY THE DEBTORS HAVE ASSISTED IN PREPARING THIS DISCLOSURE STATEMENT
BASED UPON FACTUAL INFORMATION AND ASSUMPTIONS RESPECTING FINANCIAL, BUSINESS
AND ACCOUNTING DATA FOUND IN THE BOOKS AND RECORDS OF THE DEBTORS, THEY HAVE NOT
INDEPENDENTLY VERIFIED SUCH INFORMATION AND MAKE NO REPRESENTATIONS AS TO THE
ACCURACY THEREOF. THE ATTORNEYS, ACCOUNTANTS, ADVISORS AND OTHER PROFESSIONALS
EMPLOYED BY THE DEBTORS SHALL HAVE NO LIABILITY FOR THE INFORMATION IN THIS
DISCLOSURE STATEMENT.

THE DEBTORS AND THEIR PROFESSIONALS ALSO HAVE MADE A DILIGENT EFFORT TO
IDENTIFY IN THIS DISCLOSURE STATEMENT AND IN THE PLAN PENDING LITIGATION CLAIMS
AND PROJECTED CAUSES OF ACTION AND OBJECTIONS TO CLAIMS. HOWEVER, NO RELIANCE
SHOULD BE PLACED ON THE FACT THAT A PARTICULAR LITIGATION CLAIM OR PROJECTED
CAUSE OF ACTION OR OBJECTION TO CLAIM IS, OR IS NOT, IDENTIFIED IN THIS
DISCLOSURE STATEMENT OR THE PLAN. THE DEBTORS, THE REORGANIZED DEBTORS OR THE
POST CONFIRMATION TRUST MAY SEEK TO INVESTIGATE, FILE AND PROSECUTE LITIGATION
CLAIMS AND PROJECTED CAUSES OF ACTION AND OBJECTIONS TO CLAIMS AFTER THE
CONFIRMATION OR EFFECTIVE DATE OF THE PLAN IRRESPECTIVE OF WHETHER THIS
DISCLOSURE STATEMENT OR THE PLAN IDENTIFIES ANY SUCH CLAIMS, CAUSES OF ACTION OR
OBJECTIONS TO CLAIMS.

II. RECOMMENDATIONS

A. The Debtors And The Creditors' Committee Strongly Recommend
That You Vote In Favor Of The Plan

The Debtors and the Creditors' Committee strongly recommend that you
vote in favor of the Plan. Your vote on the Plan is important. Nonacceptance of
the Plan may result in protracted delays, a chapter 7 liquidation or the
confirmation of another less favorable chapter 11 plan. These alternatives may
not provide for distribution of as much value to Holders of Allowed Claims as
does the Plan. The Debtors and the Creditors' Committee believe that unsecured
creditors will receive a greater distribution under the Plan than they would in
a chapter 7 liquidation, as more fully discussed in "Alternatives to the Plan -
Liquidation Under Chapter 7" below.

III. VOTING ON AND CONFIRMATION OF THE PLAN

A. Voting And Ballots

IF YOU OWN ANY OF FLEMING'S OLD NOTES, PLEASE RETURN YOUR INDIVIDUAL
BALLOT TO THE NOMINEE THAT SENT THE BALLOT TO YOU (AS DISCUSSED BELOW). ALL
OTHER INDIVIDUAL BALLOTS SHOULD BE RETURNED TO THE SOLICITATION AGENT.

If one or more of your Claims is in a voting Class, the Debtors'
Solicitation Agent has sent you one or more individual Ballots, with return
envelopes (WITHOUT POSTAGE ATTACHED) for voting to accept or reject the Plan.
The Debtors and Creditors' Committee urge you to accept the Plan by completing,
signing and returning the enclosed Ballot(s) in the return envelope(s) (WITH
POSTAGE AFFIXED BY YOU), to the Solicitation Agent as follows (the "Solicitation
Agent"):

If by hand delivery/courier: If by U.S. mail:

Bankruptcy Management Corporation Bankruptcy Management Corporation
1330 E. Franklin Avenue P.O. Box 900
El Segundo, CA 90245 El Segundo, CA 90245-0900
Attn: Fleming Solicitation Agent Attn: Fleming Solicitation Agent

OR, IF YOU BENEFICIALLY OWN OLD NOTES THROUGH A NOMINEE OR OTHER RECORD HOLDER,
SUCH AS A BANK, BROKERAGE FIRM OR ANY OTHER AGENT THEREOF and you received this
Disclosure Statement directly from such Nominee, then you should return your
ballot to such Nominee. You should allow for enough time so that the Nominee can
receive your vote and present it on a Master Ballot before the Voting Deadline.

Ballots must be sent so that each Ballot is RECEIVED WITH AN ORIGINAL
SIGNATURE (NOT A PHOTOCOPIED OR FACSIMILE SIGNATURE) NO LATER THAN 5:00 P.M.,
PREVAILING EASTERN TIME, ON _________ __, 2004.

Detailed voting instructions are printed on and/or accompany each
Ballot. Any Ballot and Master Ballot sent by mail must be received before the
first mail collection by the Solicitation Agent after the Voting Deadline, and
any Ballot or Master Ballot received after such first mail collection shall not
be counted. Any Ballot or Master Ballot sent by any other means must be
physically received by the Solicitation Agent or a Nominee, as the case may be,
by the Voting Deadline or it shall not be counted. Any unsigned Ballot or any
Ballot that has no original signature, including any Ballot received by
facsimile or other electronic means, or any Ballot with only a photocopy of a
signature shall not be counted. Any Ballot that is not clearly marked as voting
for or against the Plan, or marked as both voting for and against the Plan,
shall not be counted. Any Ballot that is properly completed and timely received
shall not be counted if such Ballot was sent in error to, or by, the voting
party, because the voting party did not have a Claim that was entitled to be
voted in the relevant Voting Class as of the Voting Record Date. A Beneficial
Holder (but not an entity voting acting in a fiduciary capacity and on behalf of
more than one Beneficial Holder, such as a Nominee) that is voting more than one
Claim in a Voting Class must vote all of its Claims within a particular Voting
Class either to accept or to reject the Plan and may not split its vote in the
same Voting Class, and thus, any Ballot (or Ballots in the same Voting Class) of
a Beneficial Holder that partially rejects and partially accepts the Plan shall
be deemed as accepting the Plan. Whenever a Holder of a Claim in a Voting Class
casts more than one Ballot voting the same Claim prior to the Voting Deadline,
the last Ballot physically received by the Solicitation Agent or a Nominee, as
the case may be, prior to the Voting Deadline shall be deemed to reflect the
voter's intent and thus shall supersede and replace any prior cast Ballot(s),
and any prior cast Ballot(s), shall not be counted.

The Debtors and the Creditors' Committee filed their First Amended
Joint Plan of Reorganization of Fleming Companies, Inc. and its Filing
Subsidiaries Under Chapter 11 of the United States Bankruptcy Code [DOCKET NO.
__]; and the Bankruptcy Court has entered the Solicitation Order requested
thereby, which, among other things, approved the voting procedures addressed
herein. You should carefully read the Solicitation Order,

which is annexed hereto as Exhibit 2. It establishes, among other things: (a)
the deadlines, procedures and instructions for voting to accept or reject the
Plan; (b) the Voting Record Date, which is [____________], 2004 (c) the
applicable standards for tabulating Ballots; (d) the deadline for filing
objections to Confirmation of the Plan; and (e) the date and time of the
Confirmation Hearing (also set forth below).

The Solicitation Order should be referred to if you have any questions
concerning the procedures described herein. If there are any inconsistencies or
ambiguities between this Disclosure Statement and the Solicitation Order, the
Solicitation Order will control.

B. Confirmation Hearing For The Plan

The Bankruptcy Court has set a hearing on the Confirmation of the Plan
(the "Confirmation Hearing") to consider objections to Confirmation, if any,
commencing at _:__ _.M., PREVAILING EASTERN TIME on _________ __, 2004, in the
United States Bankruptcy Court, 824 Market Street, Wilmington, Delaware 19801.
The Confirmation Hearing may be adjourned, from time to time, without notice,
other than an announcement of an adjourned date at such hearing or an adjourned
hearing.

C. Any Objections To Confirmation Of The Plan

Any responses or objections to Confirmation of the Plan must be in
writing (with proposed changes to the Plan being marked for changes, i.e.,
blacklined against the Plan), and must be filed with the Clerk of the Bankruptcy
Court with a copy to the Court's Chambers, together with a proof of service
thereof, and served on counsel for the Debtors, counsel for the Committee and
the Office of United States Trustee ON OR BEFORE _________ __, 2004 AT 5:00
P.M., PREVAILING EASTERN TIME. Bankruptcy Rule 3007 governs the form of any such
objection.

COUNSEL ON WHOM OBJECTIONS MUST BE SERVED ARE:

Counsel for the Debtors:
Kirkland & Ellis LLP Pachulski, Stang, Ziehl, Young, Jones &
200 E. Randolph Drive Weintraub P.C.
Chicago, Illinois 60601 919 N. Market Street, Sixteenth Floor
Attn: Geoffrey A. Richards, Esq. Post Office Box 8705
Janet S. Baer, Esq. Wilmington, Delaware 19899-8705 (Courier
19801)
Attn: Laura Davis Jones, Esq.
Christopher J. Lhulier, Esq.

Counsel for the United States Trustee
Office of the United States Trustee
844 N. King Street, Second Floor
Wilmington, Delaware 19801
Attn: Joseph McMahon, Esq.

Counsel for the Official Committee of Pepper Hamilton LLP
Unsecured Creditors 100 Renaissance Center
Milbank, Tweed, Hadley & McCloy Detroit, Michigan 48243
1 Chase Manhattan Plaza Attn: I. William Cohen, Esq.
New York, New York 10005 Robert Hertzberg, Esq.
Attn: Dennis Dunne, Esq.
Paul S. Aronzon, Esq.

D. Questions About The Disclosure Statement, Plan Or Ballots

You may address any questions you have about this Disclosure Statement,
the Plan or your Ballot(s) to general bankruptcy counsel for the Debtors:

Kirkland & Ellis LLP
200 E. Randolph Drive
Chicago, Illinois 60601
Attn: Evan Gartenlaub, Esq.
Tel.: (312) 861-2261
Fax: (312) 861-2200
Email: Egartenlaub@kirkland.com

Unsecured creditors may also address any questions they may have to counsel for
the Creditors' Committee:

Dennis Dunne, Esq. Dennis S. Kayes, Esq.
Milbank, Tweed, Hadley & McCloy Pepper Hamilton LLP
1 Chase Manhattan Plaza 100 Renaissance Center
New York, New York 10005 Detroit, Michigan 48243
Tel: (212) 530-5000 Tel: (313) 259-7110
Fax: (212) 530-5219 Fax: (313) 259-7926
Email: ddunne@milbank.com Email: kayesd@pepperlaw.com

IV. ORGANIZATION AND ACTIVITIES OF THE DEBTORS

A. Operations

As of the Petition Date, Fleming, together with its Debtor and
non-debtor affiliates, was an industry leading distributor of consumable
packaged goods in the United States. The Debtors' distribution business for both
the Wholesale Distribution Business and the Convenience Business involved
purchasing, receiving, warehousing, selecting, loading, delivering and
distributing a wide variety of consumable items including groceries, meat,
dairy, delicatessen products and packaged goods, as well a variety of general
merchandise such as health and beauty care items. As of the Petition Date, the
Debtors' distribution network operated through 50 distribution centers. In 2002,
the average number of stock - keeping units, or SKUs, carried in the Debtors'
wholesale distribution centers ranged from 6,000 to 19,000 based on the size and
focus of the specific distribution center.

Largely independent of its distribution segment, certain of the Debtor
entities also maintained retail operations. As of the Petition Date, the retail
segment operated approximately 100 stores under the Food 4 Less, Rainbow and
yes!LESS(R) trade names, serving primarily middle and lower income consumers.
The Debtors' retail establishments were concentrated in Texas, Arizona,
Minnesota, New Mexico, Northern California, Utah, Wisconsin and Louisiana. The
Debtors' retail operations have been discontinued, and all of the retail stores
have since been sold or closed.

The Debtors' corporate headquarters are located in Lewisville, Texas,
with accounting and information technology operations located in Oklahoma City,
Oklahoma. The corporate headquarters of Fleming Convenience, which is a premier
distributor of food and consumer products for convenience stores in North
America, are located in San Francisco, California.

B. Debt Structure

1. Debt

The Debtors, and their non-debtor subsidiaries, historically
have generated some of the cash necessary to finance operations by incurring
certain debt obligations primarily through bank loans and through the issuance
of a series of notes under indentures from time to time. Accordingly, the
Debtors are party to prepetition financing arrangements including secured bank
debt arising under a credit facility and obligations arising under a series of
unsecured indentures. Each of the foregoing types of indebtedness is described
more fully below.

2. Secured Debt

On June 18, 2002, Fleming entered into a $975 million secured
credit facility with a syndicate of banks led by Deutsch Bank and J.P. Morgan
(the "Pre-Petition Lenders") to refinance the then existing $850 million
Pre-Petition Credit Agreement. Under the terms of the Pre-Petition Credit
Agreement, the Pre-Petition Lenders made loans and advances to Fleming and
issued or caused to be issued letters of credit on Fleming's behalf. The loans
and advances were secured by first-priority security interests and liens on all
or substantially all of the then existing and after-acquired accounts
receivable, inventory, instruments and chattel paper evidencing accounts
receivable (or into which any accounts receivable have been, or hereafter are,
converted), securities, limited liability company interests, partnership
interests, security entitlements, financial assets and investment property, and
all proceeds and products of any and all of the foregoing (the "Prepetition
Collateral"). The Prepetition Collateral includes all of the proceeds of the
Prepetition Collateral, existing before and after the commencement of these
Cases.

As of the Petition Date, Fleming's entire obligation to the
Pre-Petition Lenders under the Pre-Petition Credit Agreement totaled
approximately $609 million. Of this entire obligation, $219 million was
outstanding under the revolving loan, $239 million was outstanding under the
term loan, and $146 million was outstanding under certain letters of credit
issued on Fleming's account. Of the $609 million outstanding on the Petition
Date, $223.7 million remains outstanding in funded debt and $59.7 million
remains outstanding in prepetition letters of credit. See Section V.C.1b herein.

On April 24, 2003, the Bankruptcy Court approved an interim
"bridge" debtor in possession loan facility of $50 million from the Pre-Petition
Lenders (Docket No. 565), and on May 7, 2003, the Bankruptcy Court approved a
final debtor in possession loan facility of $150 million (Docket No. 743). Both
the interim DIP Credit Facility and the DIP Credit Facility are subject to
borrowing base requirements and are secured by virtually all of the Debtors'
assets on a superpriority basis. The DIP Credit Facility is paid off except for
$24.6 million in outstanding letters of credit.

3. Unsecured Debt

Prior to the Petition Date, Fleming issued a series of
unsecured notes under indentures. Each of these notes is guaranteed by the
Fleming Subsidiaries.

Outstanding obligations under these indentures are as follows:

- 10 1/8% SENIOR NOTES DUE IN 2008.

Under an Indenture dated as of March 15, 2001, Fleming issued its 10
1/8% senior notes due in 2008 in a principal amount of $355 million.

- 9 1/4% SENIOR NOTES DUE IN 2010.

Under an Indenture dated as of June 18, 2002, Fleming issued its 9 1/4%
senior notes due in 2010 in a principal amount of $200 million.

- 10 5/8% SENIOR SUBORDINATED NOTES DUE IN 2007 (TWO TRANCHES).

Under an Indenture dated as of October 15, 2001, Fleming issued two
series of 10 5/8% senior subordinated notes due in 2007 in a principal
amount of $400 million.

- 5 1/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE IN 2009.

Under an Indenture dated as of March 15, 2001, Fleming issued 5 1/4%
convertible senior subordinated notes due in 2009 in a principal amount
of $150 million. The holders of these notes may elect to convert these
notes into the common stock of Fleming at an initial conversion price
of $30.27 per share, subject to adjustment under certain circumstances
as described in the Indenture.

- 9 7/8% SENIOR SUBORDINATED NOTES DUE IN 2012.

Under an Indenture dated as of April 15, 2002, Fleming issued its 9
7/8% senior subordinated notes due in 2012 in a principal amount of
$260 million.

4. Trade Debt

Debtors' businesses involve the resale of goods that are
purchased from third party vendors.

The Debtors transacted business with vendors that are
typically the sole suppliers of uniquely branded products for which there are no
viable substitutes, such as food products from major food distributors,
including, but not limited to, ConAgra Foods, Kraft and Nestle (collectively,
the "Merchandise Suppliers"). In addition to the Merchandise Suppliers, the
Debtors rely on other vendors to support their core business functions by way of
administrative and ancillary support, such as production of advertising
circulars for goods distributed.

The Debtors also contracted with transportation vendors to
support their core business of distributing food and consumer products from
their warehouses across the country to their customers in some 45,000 retail
locations.

5. PBGC Debt

The Debtors sponsor five tax qualified defined benefit pension
plans that are currently underfunded. With respect to each of these plans, the
Pension Benefit Guaranty Corporation (the "PBGC") has filed Administrative
Claims for missed minimum funding contributions, unfunded benefit liabilities
and missed PBGC premium payments. The PBGC estimates the claims total
approximately $400 million. The Debtors dispute the categorization and amount of
these claims. The Debtors believe that most, if not all, of the claims are
General Unsecured Claims and that the entire General Unsecured Claim will be
substantially less than the PBGC estimate. Benefits under four of the pension
plans have been frozen for a number of years, and benefits on the fifth plan
will be frozen as of December 31, 2003. The Debtors are attempting to terminate
all five pension plans, either through direct petition to the PBGC or otherwise
through the Bankruptcy Court, in order to relieve themselves of future funding
obligations towards these plans. Settlement negotiations with respect to all of
the above are on-going.

6. Potential Environmental Liabilities

Core Mark Newco and the Reorganized Debtors will continue to
comply post-Effective Date with environmental requirements, including any
remediation requirements, applicable to facilities it will own or operate
post-Effective Date. The Debtors have no known environmental remediation
liabilities at such facilities other than certain ongoing remediation activities
related to underground tanks at several facilities as to which C&S has yet to
determine whether it will assume, assign or reject the Leases for those
facilities. The Debtors are aware of a few Claims that have been asserted
against them for prepetition environmental liabilities which, if Allowed, will
be treated as Class 6 Claims under the Plan.

C. Pre-Petition Operational Restructuring Efforts

Prior to the filing of these Chapter 11 Cases, the Debtors attempted
several cost-cutting measures designed to increase their competitiveness and
focus on their core competencies, including consolidating distribution
operations, reducing overhead and operating expenses by centralizing functions
at the Debtors' headquarters in Dallas, Texas, and by selling their retail
grocery operations.

V. THE CASES

A. Events Leading to the Chapter 11 Cases

Both the wholesale food distribution and retail food industries are
highly competitive. Generally, the consumable goods industry is marked by bulk
sales with low profit margins. Consequently, even the slightest price changes
have significant economic implications. Given the recent instability of the
national economy, the Debtors' businesses have suffered greatly.

In February 2003, Kmart Corporation, then the largest customer of the
Debtors' Wholesale Distribution Business, moved in its chapter 11 case in the
Northern District of Illinois to reject its supply agreement with Fleming. In
2002, Kmart accounted for approximately twenty percent (20%) of Fleming's net
sales, and Kmart listed Fleming as its single largest supplier of food and
consumable products in its bankruptcy pleadings, accounting for in excess of
$3.0 billion of total sales per annum.

The subsequent termination of the Kmart supply agreement as well as the
disputes over the amount of Fleming's claim for damages exacerbated existing
liquidity issues. In addition, the negative marketplace perceptions lead to
tightening of the credit terms offered to the Debtors by their suppliers which,
in turn, directly led to decreased liquidity.

Given the Debtors' liquidity crises, the Debtors attempted to
renegotiate with their Pre-Petition Lenders and Agents to reach an agreement and
amend the terms of the Pre-Petition Credit Facility in order to provide
liquidity and to avoid Debtors' default under the Pre-Petition Credit Agreement.
The Debtors were unsuccessful in renegotiating that amendment prior to the
Petition Date.

Furthermore, the Debtors were unable to meet a March 28, 2003 deadline
for the filing of their Form 10-K Annual Report with the SEC. On the Petition
Date, Debtors were obligated to make a scheduled $18 million interest payment to
the holder of the 10 1/8% Senior Notes, which Debtors did not make. The Debtors
filed for bankruptcy protection under Chapter 11 of the title 11 of the United
States Code on April 1, 2003 (the "Petition Date").

B. The Auction and Sale Process For the Wholesale Distribution
Assets & Plans for Fleming Convenience Assets

1. Auction and Sale Process for Wholesale Distribution
Assets

Certain of the Debtors(6) began an auction process after the
Petition Date for the sale of the assets of the Wholesale Distribution Business.
C&S Wholesale Grocers, Inc., a Vermont corporation ("C&S"), placed the largest
initial bid and became the "stalking horse" bidder in the auction process.
Solicitations were sent out, but no other qualified bids were received pursuant
to the bidding procedures order dated July 18, 2003.

The Bankruptcy Court approved the asset purchase agreement
with C&S (the "C&S Purchase Agreement") by its sale order dated August 15, 2003.
The C&S transaction initially closed August 23, 2003. Pursuant to the C&S
Purchase Agreement, C&S, its affiliates or third parties designated by C&S may
have the Debtors acquire or reject certain assets of the Wholesale Distribution
Business and may assume and assign or reject contracts related to the Wholesale
Distribution Business on a continual basis over a six-month Option Period. Such
Option Period will expire on February 23, 2004.

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(6) This includes Fleming, Fleming Transportation Service, Inc., Fleming
International Ltd., Piggly Wiggly Company, RFS Marketing Services,
Inc., Fleming Foods Of Texas L.P., Fleming Foods Management Co.,
L.L.C., ABCO Food Group, Inc., ABCO Markets, Inc. and ABCO Realty Corp.

2. Plans for Fleming Convenience Assets

The Debtors intend to restructure around the Fleming
Convenience assets pursuant to the Plan under which Core-Mark Newco shall be
formed as detailed in the Plan.

C. Significant Case Events

1. Summary of Significant Motions

The following summarizes significant motions that have been
filed in the Chapter 11 Cases. You can view these motions at
www.bmccorp.net/fleming or from the Bankruptcy Court's docket.

a. Post-Petition Financing

Debtors' Emergency Motion for (A) Interim and Final
Approval of Post-Petition Financing, Under 11 U.S.C. Sections 105, 361, 362, 363
and 364, Fed. R. Bankr. P. 2002, 4001(b), 4001(c) and 9014, and Del. Bankr. LR
4001-2, (B) Approving Terms of Trade Credit Program, and (C) Scheduling Final
Hearing Pursuant to Bankruptcy Rule 4001(c) (Docket No. 16). The Debtors
received postpetition financing from the Post-Petition Lenders. Pursuant to the
terms of the credit agreement, the Post-Petition Lenders were granted
super-priority liens on substantially all of the Debtors' assets. The Debtors do
not currently owe any amounts under these postpetition credit agreements except
for $18 million in outstanding letters of credit. See Final Order Authorizing
(I) Post-Petition Financing Pursuant to 11 U.S.C. Section 364 and Bankruptcy
Rule 4001(c); (II) Use of Cash Collateral Pursuant to 11 U.S.C. Section 363 and
Bankruptcy Rules 4001(b) and (d); (III) Grant of Adequate Protection Pursuant to
11 U.S.C. Sections 361 and 363; and (IV) Approving Secured Inventory Trade
Credit Program and Granting of Subordinate Liens, Pursuant to 11 U.S.C. Sections
105 and 364(c)(3) and Rule 4001(c) (Docket No. 743).

b. Pay-Down of Pre-Petition Loans

Joint Motion of Debtors and Pre-Petition Agents for
Authorizing, Pursuant to Sections 363 and 105 of the Bankruptcy Code, to Pay
Amounts to the Pre-Petition Agents on Behalf of the Pre-Petition Lenders (Docket
No. 4011). On October 10, 2003, the Debtors and the Pre-Petition Lenders filed
this motion to pay down $325 million of the Pre-Petition Lenders' Secured
Claims. After two contested hearings, the Bankruptcy Court approved the motion,
thus reducing the amount of the Pre-Petition Lenders' Secured Claims from $609
million to $284 million. See Order Approving Joint Motion of Debtors and
Pre-Petition Agents for Authorization, to Pay Amounts to the Pre-Petition Agents
on Behalf of the Pre-Petition Lenders (Docket No. 4776).

c. Replacement DIP Financing

Debtors' Motion For An Order (I) (A) Authorizing
Debtors To Obtain Replacement Post-Petition Financing Under 11 U.S.C. Section
364 And Bankruptcy Rule 4001(C) And Del.Bankr. LR 4001-2 And Assign The Existing
Secured Lenders' Liens To The Replacement Lenders, And (B) Authorizing Debtors
To Pay Certain Commitment And Related Fees And Expenses Relating To The
Replacement Post-Petition Financing, (II) Granting Adequate Protection Pursuant
To 11 U.S.C. Section 361 And 363; And (III) Authorizing Debtors To Repay Certain
Outstanding Obligations Under The Pre-Petition Credit Agreement And The
Post-Petition Loan Agreement (Docket No. 5034). On December 16, 2003, the
Debtors filed this motion to enter into a $250 million replacement DIP facility
in order to pay down the Pre-Petition Lenders. The hearing on the motion
originally scheduled for January 5, 2004 has been continued to January 21, 2004.

d. Cash Management Motion

Motion for Order (A) Authorizing (i) Maintenance of
Existing Bank Accounts, (ii) Continued Use of Existing Business Forms, (iii)
Continued Use of Existing Cash Management System and (iv) Existing Investment
Practices (Docket No. 16). The Bankruptcy Court granted the Debtors' request to
continue to utilize the same centralized cash management system, bank accounts
and investment practices, among other things, after the Petition Date that had
been in use before the Petition Date in order to effectuate a seamless

transition into Chapter 11. The Bankruptcy Court entered the Final Order (A)
Authorizing (i) Maintenance of Existing Bank Accounts, (ii) Continued Use of
Existing Business Forms, (iii) Continued Use of Existing Cash Management System
and (iv) Existing Investment Practices on April 22, 2003 (Docket No. 562).

e. Employee Wages and Benefits Motion

Motion of Debtors an Order Pursuant to Sections 105
and 363(b) of the Bankruptcy Code (I) Authorizing the Payment of Employee
Obligations and (II) Authorizing Institutions to Honor and Process Checks and
Transfers Related to Such Obligations (Docket No. 15). The Bankruptcy Court
granted the Debtors' request to pay certain employee obligations arising before
the Petition Date, including: wages, salaries, commissions and other
compensation, severance (subject to certain conditions precedent as set forth in
docket no. 1697), vacation, other paid leave, federal and state withholding
taxes, payroll taxes and medical benefits up to specified dollar amounts and
upon the terms as set forth in the orders approving components of the motion.
See Various Orders re Wage Motion (Docket Nos. 70, 557, 741, 1352, 1492, 1493,
1697). Although the Debtors sought authority to pay obligations arising in the
prepetition period for the Senior Executive Retirement Program ("SERP"), Senior
Executive Relocation Program, Aim High Program, Incentive Programs, Fleming
Pension Plan and Core-Mark Pension Plan, this request was ultimately withdrawn.

f. Employee Stay Program

Motion of Debtors for an Order Pursuant to Section
105 and 363(b) of the Bankruptcy Code Authorizing the Debtors to Implement
Wholesale and Convenience Business Employee Stay Program (Docket No. 1852). The
Bankruptcy Court granted the Debtors' request to pay $12,000,000 to those
certain eligible employees of Fleming Convenience and Debtors' Wholesale
Distribution Business as an incentive to stay in the Debtors' employ during its
critical stage of selling the Wholesale Distribution Business and to preserve
the value of those assets. See Order Pursuant to Section 105 and 363(b) of the
Bankruptcy Code Authorizing the Debtors to Implement Wholesale and Convenience
Business Employee Stay Program (Docket No. 2079).

g. Critical Trade Motion

Motion for Order Authorizing the Payment of Critical
Trade Vendors in Exchange for Continuing Relationship Pursuant to Customary
Trade Terms (Docket No. 11). The Bankruptcy Court granted the Debtors' request
to pay $100,000,000 to certain vendors with outstanding pre-petition claims
deemed critical to the Debtors' operations upon the restoration of customary
trade terms and the execution of the Critical Trade Agreement, as defined in
that Motion and Order. See Order Granting Motion for Order Authorizing the
Payment of Critical Trade Vendors in Exchange for Continuing Relationship
Pursuant to Customary Trade Term (Docket No. 733)

h. Junior Trade Lien

Supplement to Motion for Order Authorizing the
Granting of Junior Trade Lien Status to Critical Vendors in Exchange for
Continuing Relationship Pursuant to Customary Trade Terms (Docket No. 297). In
connection with the critical trade vendor motion discussed above, the Bankruptcy
Court granted the Debtors' request to provide a junior trade lien to vendors who
provided trade terms to the Debtors after the Petition Date. Pursuant to the
terms of that motion and order and the terms of the Fuel DIP Order, vendors who
hold Reclamation Claims were also entitled to participate in the junior trade
lien program. See Order Granting Motion for Order Authorizing the Payment of
Critical Trade Vendors in Exchange for Continuing Relationship Pursuant to
Customary Trade Term (Docket No. 733). The Debtors' Post-Petition Lenders
consented to the granting of the junior trade liens as set forth in the Final
DIP Order. See Docket No. 743.

i. Pre-Petition Tax Motion

Motion of Debtors for Order Authorizing Payment of
Prepetition Taxes and Authorizing the Use of Existing Bonds to Pay Prepetition
Taxes (Docket No. 697). The Debtors obtained approval to pay up to

$49,000,000 of taxes arising before the Petition Date on account of sales/use,
tobacco and excise taxes. See Order Authorizing Debtors to Pay Prepetition Taxes
(Docket No. 1067).

j. Equity Bar Trading Motion

Emergency Motion for an Interim Order Under 11
U.S.C. Sections 105(a), 362(a)(3), and 541 Limiting Trading in Equity Securities
of the Debtors (Docket No. 937). The Debtors filed this motion on an emergency
basis requesting that the Bankruptcy Court institute procedures to prohibit,
without the consent of the Debtors or the Bankruptcy Court, sales and other
transfers of the outstanding common stock of Fleming by Substantial
Equityholders (those owning equity securities of any of the Debtors with an
aggregate fair market value equal to or greater than 5% of the fair market value
of the common stock of Fleming as defined in the motion). The Debtors requested
this relief in order to guard against an unplanned change in control for
purposes of section 382 of the Internal Revenue Code, which could limit the
Debtors' ability to use net operating losses in the future. The Bankruptcy Court
granted this motion and entered a final order on May 20, 2003. See Order Under
11 U.S.C. Sections 105(a), 362(a)(3), and 541 Limiting Trading in Equity
Securities of the Debtors (Docket No. 978).

k. PACA/PASA Claims Motion

Motion for Authority to Pay Prepetition Claims Under
the Perishable Agricultural Commodities Act and the Packers and Stockyard Act
(Docket No. 12). Prior to the Petition Date, certain of the Debtors' vendors (i)
sold goods to the Debtors that such vendors assert are covered by the Perishable
Agricultural Commodities Act ("PACA") and/or by state statutes of similar
effect, including the Minnesota Wholesale Produce Dealers Act (the "PACA
Claims") and/or (ii) sold livestock or other similar goods to the Debtors which
they assert are covered by the Packers and Stockyard Act ("PASA") and/or state
statutes of similar effect (the "PASA Claims"). Therefore, the Debtors filed a
Motion for Authority to Pay Prepetition Claims Under the Perishable Agricultural
Commodities Act and the Packers and Stockyard Act (Docket No. 12). On May 6,
2003, the Bankruptcy Court entered the Order Requiring Segregation of Funds to
Cover Certain PACA Claims and Authorizing Procedure for Reconciliation and
Payment of Valid Claims Under the Perishable Agricultural Commodities and the
Packers and Stockyard Act (the "PACA/PASA Order")(Docket No. 725). Since that
time, the Debtors have filed their (a) Report of Claims (Docket No. 1505), (b)
First Supplemental Report of Claims (Docket No. 1992), (c) Second Supplemental
Report of Claims (Docket No. 3210), (d) Third Supplemental Report of Claims
(Docket No. 3695), (e) Fourth Supplemental Report of Claims (Docket No. 4088)
and (f) Fifth Supplemental Report of Claims (Docket No. 4613) (collectively the
"Supplemental Reports"). To date, approximately $56.3 million(7) in PACA Claims
have been asserted in these Cases. Of the asserted PACA Claims, the Debtors have
paid $41.8 million and $2.9 million has been disallowed pursuant to the
PACA/PASA Order. In addition, with respect to $7.9 million of the asserted PACA
Claims, the Debtors are seeking to disallow such claims as invalid PACA Claims
but the applicable claimant is contesting such disallowance. The remaining $3.4
million of PACA Claims have not been reconciled on a final basis. The Debtors'
next Supplemental PACA Report is scheduled to be filed on December 16, 2003. The
Debtors do not believe there are any valid PASA Claims in these Cases.

l. Reclamation Motion

Motion of Debtors for an Order, Under 11 U.S.C.
Sections 105(a), 503(b) and 546(c): (a) Establishing Procedure for Treatment of
Reclamation Claims and (b) Prohibiting Third Parties from Interfering with
Delivery of Debtors' Goods (Docket No. 8). The Debtors anticipated that a number
of vendors would seek reclamation Claims against the Debtors and otherwise
interfere with the delivery of goods after receiving notice of the commencement
of these Chapter 11 Cases. Therefore, in the Motion of Debtors for an Order (the
"Reclamation Procedures Order"), Under 11 U.S.C. Sections 105(a), 503(b) and
546(c): (a) Establishing Procedure for Treatment of Reclamation Claims and (b)
Prohibiting Third Parties from Interfering with Delivery of Debtors' Goods
(Docket

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(7) All numbers in this paragraph have been rounded to the nearest hundred
thousand. Exact figures are contained in the Supplemental Reports.

No. 8), the Debtors requested a procedure by which reclamation claimants could
proceed against the Debtors' goods. The Bankruptcy Court entered the Order (the
"Reclamation Procedures Order") Under 11 U.S.C. Sections 105(a) 503(b), 546(c)
and 546(g), (a) Establishing Procedure for Treatment of Reclamation Claims and
(b) Prohibiting Third Parties from Interfering with Delivery of Debtors' Goods
on April 22, 2003 (Docket No. 559). On July 21, 2003, the Debtors filed their
Motion For Entry Of An Order With Respect To The Reclamation Claims Filed In The
Debtors' Cases [Docket No. 2050] (the "Initial Reclamation Motion") pursuant to
the Reclamation Procedures Order.

On November 25, 2003, the Debtors filed their
Combined Amended Reclamation Report and Motion to Determine that Reclamation
Claims are Valueless (the "Amended Report and Motion") (Docket No. 4596).(8) The
Amended Report and Motion consisted of two parts. In Part I of the Amended
Report and Motion, the Debtors sought the entry of an order that provides that
the Reclamation Claims other than Approved Trade Creditor Reclamation Lien
Claims are General Unsecured Claims that are not entitled to any priority
(administrative or otherwise) and that such Claims may not be asserted as
secured claims. Part II of the Amended Report and Motion included detail
regarding the Debtors reconciliation of the reclamation claims that have been
filed. The Bankruptcy Court, however, declined to hear the motion and directed
the Debtors to file separate adversary proceedings against each and every
reclamation claimant. The Debtors estimate that they will be required to file
approximately 600 such adversary proceedings and are currently in the process of
preparing complaints to initiate such proceedings.

m. Schedules and Statements

The Debtors filed their respective schedules of
assets and liabilities and statement of financial affairs (the "Schedules") with
the Bankruptcy Court on July 1, 2003. The Schedules can be reviewed at the
office of the Clerk of the Bankruptcy Court for the District of Delaware or can
be obtained on the website www.bmccorp.net/fleming.

2. Retention of Professionals

At various times through the Chapter 11 Cases, the Bankruptcy
Court has approved the retention of certain professionals to represent and
assist the Debtors in connection with the Chapter 11 Cases. These professionals
were intimately involved with the negotiation and development of the Plan. These
professionals include, among others: AP Services, LLC, crisis managers for the
Debtors (Docket No. 1698); Kirkland & Ellis LLP, co-counsel for Debtors (Docket
No. 740); Pachulski, Stang, Ziehl Young, Jones & Weintraub, P.C., co-counsel for
the Debtors (Docket No. 852); and The Blackstone Group, L.P., financial advisors
to the Debtors (Docket No. 1692).

The Bankruptcy Court also approved requests to retain other
professionals to assist the Debtors in ongoing specialized matters. These
professionals include, but are not limited to: McAfee & Taft, special corporate
counsel for the Debtors (Docket No. 1028); Ernst & Young LLP, inside auditor and
tax accountant for the Debtors (Docket No. 219); Baker, Botts, LLP, special
corporate and securities counsel for the Debtors (Docket No. 1241);
PricewaterhouseCoopers, LLP, forensic accountants for the audit committee of the
Board of Directors of the Debtors (Docket No. 732); Rider Bennett, LLP, special
labor relations and business litigation counsel for the Debtors (Docket No.
1065); and Kekst and Company, public relations and corporate communications
consultant to the Debtors (Docket No. 1380).

The Bankruptcy Court also approved requests to retain
real-estate professionals to assist the Debtors in their disposition efforts.
These professionals include, but are not limited to: Dovebid, Inc., auctioneers
for the sale of residual assets (Docket No. 1359); The Food Partners, retail
grocery financial advisor to the debtors (Docket No. 1691); Retail Consulting
Services, Inc./Staubach Retail Services, Inc., exclusive real estate consultants

- -------------------
(8) The Amended Report and Motion amends and supercedes the Initial
Reclamation Motion, and the Debtors have sought leave of court to
withdraw the Initial Reclamation Motion.

to the debtors (Docket No. 1361); DMC Real Estate, Inc., realtors for the
Debtors (Docket No. 3948); and Keen Realty, LLP, special real estate consultant
to the Debtors (Docket No. 2161).

3. Appointment of Creditors' Committee and Retention of
Professionals

On April 16, 2003, the United States Trustee appointed the
following unsecured creditors to the Committee: (a) Bank One Trust Company,
N.A., as Indenture Trustee; (b) Apollo Management V, L.P.; (c) Northeast
Investors Trust; (d) Kraft Foods; (e) Nestle USA; (f) ConAgra Foods, Inc; and
(g) Pension Benefit Guaranty Corporation. The ex officio members of the
committee are S.C. Johnson and the Bank of New York.

The Bankruptcy Court also approved the retention of the
following professionals to represent and assist the Committee in connection with
these Chapter 11 Cases: Pepper Hamilton, LLP, co-counsel to the Official
Unsecured Committee of Creditors (Docket No. 1415); Milbank, Tweed, Hadley &
McCloy, LLP, co-counsel to the Official Committee of Unsecured Creditors (Docket
No. 2155); KPMG, LLP, accountants and restructuring advisors to the Official
Committee of Unsecured Creditors (Docket No. 1356); and Compass SRP Associates,
LLP, advisors to the Official Committee of Unsecured Creditors (Docket No.
2155).

4. Asset Sales and Other Dispositions

The Debtors have filed several motions for the sale of
disposal of the Debtor's assets as follows:

a. Sale of Debtors' Wholesale Distribution
Business

On or about July 11, 2003, the Debtors filed their
Motion For Order (A) Approving Asset Purchase Agreement With C&S Wholesale
Grocers, Inc. And C&S Acquisition LLC, (B) Authorizing (I) Sale Of Substantially
All Of Selling Debtors' Assets Relating To The Wholesale Distribution Business
To Purchaser Or Its Designee(s) Or Other Successful Bidder(s) At Auction, Free
And Clear Of All Liens, Claims, Encumbrances And Interests And (II) Assumption
And Assignment Of Certain Executory Contracts, License Agreements And Unexpired
Leases, And (C) Granting Related Relief (Docket No. 1906). This motion sought
the sale of substantially all of the Wholesale Distribution Business, which
supplied a full line of products to grocery stores, discount stores,
supercenters and specialty retailers. The winning bidder was determined to be
C&S Acquisition, LLC, whose bid was an estimated $400 million. After three days
of hearings, the Bankruptcy Court entered an order approving the sale on August
15, 2003 (Docket No. 3142) and the transaction was closed on August 23, 2003.

b. Sale of California Stores

On November 13, 2002, Fleming, Richmar and Save Mart
entered into an asset purchase agreement for the sale of twenty-eight (28)
Food-4-Less grocery stores located in California (the "California Stores") for
an aggregate purchase price of $105 million plus inventory at cost (subject to
certain purchase price adjustments). Due to the inability to receive the timely
approval of the transaction by the Federal Trade Commission (the "FTC"),
however, closing of the sale of all 28 stores never occurred. In late January
2003, the FTC permitted the parties to break the California Stores transaction
into two parts, one involving the sale of nineteen (19) of the California Stores
with a value of approximately $71 million plus inventory and the second
involving the sale of nine (9) stores with a value, at that time, of
approximately $34 million plus inventory. The parties closed the nineteen (19)
store transaction in late January 2003.

On or about May 12, 2003, the Debtors filed a motion
in these Chapter 11 Cases seeking to convey their interests in the remaining
nine (9) stores and certain contracts and leases to two (2) buyers for an
aggregate purchase price of approximately $27 million plus inventory (Docket No.
817). The Bankruptcy Court entered its orders approving this motion and the sale
to each buyer on June 4, 2003 (Docket Nos. 1375 & 1377).

c. Sale of Rainbow Food Retail Grocery Stores

On or about May 12, 2003, the Debtors filed their
Debtors' Motion For Order Authorizing: (A) Sale Of 31 Rainbow Food Retail
Grocery Stores' Assets Free And Clear Of All Liens, Claims,

Interests And Encumbrances; And (B) Assumption And Assignment Of Acquired
Contracts And Leases (Docket No. 816). This Motion sought to sell the assets
used in the operation of thirty-one (31) of the Rainbow Food retail grocery
stores. The aggregate purchase price was approximately $44 million plus
inventory. The Bankruptcy Court entered an order approving this motion on June
4, 2003 (Docket No. 1362).

d. Sale of Pharmacy Assets

On or about April 15, 2003, the Debtors filed their
Emergency Motion For An Order Authorizing Sale Of Pharmacy Assets Located At
Seven Of The Debtors' Stores (Docket No. 323). This motion sought the sale of
the Debtors' drug inventory, prescription files and related assets located at
seven (7) of the Debtors' stores to two (2) bidders for approximately $1.5
million. The Bankruptcy Court entered an order approving this motion on April
21, 2003 (Docket No. 556).

e. Sale of Fleming-Owned Real Property

On or about September 12, 2003, the Debtors filed
their "Debtors' Motion For Order: (A) Authorizing and Scheduling an Auction for
the Sale of Certain of the Debtors' Real Property; (B) Approving the Terms and
Conditions of Such Auction, Including Bidding Procedures Related Thereto; and
(C) Approving Assignment Procedures For Affected Unexpired Leases" (Docket No.
3666). This motion sought, among other things, approval of bidding procedures
for the sale of certain real property owned by the Debtors and the assignment of
the Debtors' rights under certain real property leases. The real property
subject to these proposed sales and assignments consisted of certain of the
Debtors' assets not associated with the Wholesale Distribution Business and
therefore not associated with the C&S Purchase Agreement.

At a hearing on October 2, 2003, the Bankruptcy Court
approved the motion and authorized the Debtors to proceed with an auction, upon
the terms described within the motion, on October 14, 2003. On October 14, 2003,
the auction was held, and the Debtors identified the highest and best bidders
for each of the real property locations subject to the auction. On October 24,
2003, the Bankruptcy Court entered an order approving the sale or assignment, as
applicable, of the auctioned properties to the highest and best bidders
identified by the Debtors at the auction (Docket No. 4205). The gross proceeds
received by the Debtors as a result of the auction were approximately $4.8
million.

f. Order Authorizing Store Closing Sales and
Abandonment of Assets re Closing Locations

Pursuant to the "Order Authorizing The Debtor To
Conduct Store Closing Sales Pursuant To Section 363 Of The Bankruptcy Code And
Abandon Inconsequential Assets Related To The Closing Locations" (the "Store
Closing Sale Order"), entered on May 21, 2003 (Docket No. 1014), the Debtors are
authorized to conduct store closing sales free and clear of liens in the
ordinary course of business pursuant to a procedure whereby the Debtors give
notice of any store closing sale, and the Debtors may consummate the sale
without further order of the Court if there are no objections. Pursuant to this
procedure, the Debtors may also give notice of abandonment of assets at the
closed locations. If no timely objections are filed, the Debtors may abandon the
assets without further order of the Court.

g. Order Authorizing Sale or Abandonment of
Assets of De Minimis Value

Pursuant to the "Order Pursuant To Sections 363(b),
363(f), 554(a) And 1146(c) Of The Bankruptcy Code Authorizing And Approving
Expedited Procedures For The Sale Or Abandonment Of The Debtors' De Minimis
Assets" (the "De Minimis Sale Order"), entered May 21, 2003 (Docket No. 1018),
the Debtors may sell free and clear of liens various assets, including customer
lists and accounts receivable that are past due and owing to the Debtors,
remaining inventory in retail stores, tractors, trailers, furniture, fixtures
and other excess warehouse and supermarket equipment such as coolers,
refrigeration compressor systems, shelving, generators and material handling
equipment (e.g. stock carts, pallet jacks and fork lifts), and assets of de
minimis value to the Debtors, such as notes owing to the Debtors and franchise
rights (which may include the Debtors' rights under

trademark licenses of de minimis value to the Debtors), that relate to the
Debtors' abandoned, or to be abandoned, relationships with retail grocery store
businesses.

Depending on whether the assets to be sold or
abandoned have a value under $2.5 million or a value between $2.5 million and
$6.5 million, different notice periods apply. Under both procedures, if no
timely objection is filed, the Debtors may file a Certificate of No Objection
and consummate the sale after entry of the order.

h. Order Authorizing Sale of Obsolete and Other
Excess Inventory

Pursuant to the "Order Under 11 U.S.C. Sections
105(a), 363(b) And 363(f) Granting Authority To Debtors To Dispose Of Obsolete
And Other Excess Inventory Free And Clear Of Any Existing Liens, Claims And
Interests" (the "Excess Inventory Sale Order"), entered on May 20, 2003 (Docket
No. 1031), the Debtors may sell free and clear of liens certain excess
inventory. Prior to accepting any bid to sell excess inventory to a diverter or
liquidator, the Debtors must give the Committee and the Lenders written notice
of its intention to accept such bid at least five (5) days prior to accepting
the bid.

i. Order Approving Going Out of Business
("GOB") Sale

Under the Order Approving GOB Procedures In
Connection With The Final Dip Order, (Final Order Authorizing (I) Post-Petition
Financing Pursuant to 11 U.S.C. Section 364 and Bankruptcy Rule 4001(c); (II)
Use of Cash Collateral pursuant to 11 U.S.C. Section 363 and Bankruptcy Rule
4001(b) and (d); (III) Grant of Adequate Protection Pursuant to 11 U.S.C.
Sections 361 and 363; and (IV) Approving Secured Inventory Trade Credit Program
and Granting of Subordinate Liens, Pursuant to 11 U.S.C. Sections 105 and
364(c)(3) and Rule 4001 (c) (Docket No. 743)) entered May 20, 2003 (Docket No.
1030), the Debtors are entitled, under certain circumstances, to vacate and
surrender certain premises, as well as abandon assets located in the premises.
On the surrender date, the lease is deemed rejected unless the Debtors have
filed a specific notice to assume the lease.

5. Debtor in Possession Operating Reports

Consistent with the operating guidelines and reporting
requirements established by the United States Trustee (the "Guidelines") in
these Chapter 11 Cases, the Debtors have satisfied their initial reporting
requirements, have filed their first eight Monthly Operating Reports(9) and will
continue to file such Monthly Operating Reports as required by the Guidelines.
Each Monthly Operating Report includes for the relevant period, among other
things, (a) information regarding the Debtors' cash receipts and disbursements,
(b) an income statement (prepared on an accrual basis), (c) a balance sheet
(prepared on an accrual basis), (d) a statement regarding the status of the
Debtor's post-petition taxes and (e) a statement regarding the status of
accounts receivable reconciliation and aging.

6. Pending Litigation And The Automatic Stay

a. Directors' & Officers' Litigation

In re Fleming Companies Inc. Securities and
Derivative Litigation, United States District Court for the Eastern District of
Texas, Texarkana Division, Case No. MDL 1530. During 2002, a number of
securities class action cases were commenced by and on behalf of persons who
purchased Fleming's publicly traded

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(9) The Debtors have filed the following Monthly Operating Reports which
Reports can be obtained from the court's docket in these cases: 4/1/03
- 4/19/03 [Docket No. 3102]; 4/20-03 - 5/19/03 [Docket No. 3103];
5/18/03 - 6/14/03 [Docket No. 3214]; 6/15/03 - 7/12/03 [Docket No.
3373]; 7/13/03 - 8/9/03 [Docket No. 3754]; 8/10/03 - 9/6/03 [Docket No.
4139 amended by Docket No. 5106]; 9/17/03-10/4/03 [Docket No. 4979];
10/5/03-11/1/03 [Docket No. 5112].

securities. The actions named Fleming and certain of Fleming's directors and
officers as defendants and sought damages under either or both of the Securities
Exchange Act of 1934 (the "Exchange Act") and the Securities Act of 1933 (the
"Securities Act"). During the same time period, two derivative actions were
filed on Fleming's behalf, seeking damages from various of Fleming's directors
and officers for alleged violations of securities laws. Those derivative actions
have been, or are in the process of being, administratively closed or dismissed
without prejudice. Various parties to those actions asked the Judicial Panel on
Multidistrict Litigation (the "JPML") to consolidate that litigation, then
consisting of 14 separately filed cases, in a single court. On June 25, 2003,
the JPML issued an order directing that all of those actions be transferred to
the Eastern District of Texas, Texarkana Division, for coordinated or
consolidated pretrial proceedings.

On February 20, 2003, while the JPML proceedings were
pending, a class action generally captioned Massachusetts State Carpenters
Pension Fund, etc. v. Fleming Companies, Inc., et al., was filed in the 160th
District Court, Dallas County, Texas, and thereafter removed to the United
States District Court for the Northern District of Texas, Dallas Division, as
Case No. 3-03CV0460-P. That action named Fleming, various of Fleming's directors
and officers, Lehman Brothers, Inc., Deutsche Bank Securities, Inc., Wachovia
Securities, Morgan Stanley & Co., Inc., and Deloitte & Touche, L.L.P., as
defendants, and sought damages under the Securities Act. Subsequently, on April
17, 2003, an identical action (except for the elimination of Fleming as a
defendant) was commenced in the Eastern District of Texas, Texarkana Division,
as Case No. 03-CV-83, where it could be, and ultimately was, consolidated with
the Fleming securities litigation pending in that Court. Meanwhile, the District
Court for the Northern District of Texas denied the plaintiffs' motion to
dismiss that action without prejudice. Ultimately, the action was transferred to
the Eastern District of Texas where it, too, was consolidated with the
litigation pending in that district.

On June 27, 2003, eighty individual plaintiffs
commenced an action against various present and former directors and officers of
Fleming and against Deloitte & Touche, L.L.P. That action, captioned Rick
Fetterman, et al., v. Mark Hansen, et al., United States District Court for the
Northern District of Texas, Dallas Division, Case No. 3:03-CV-1435 (L), sought
damages for alleged violations of the Exchange Act and certain Texas securities
statutes. The JPML has transferred that case to the Eastern District of Texas as
a "tag-along" case, and it has been consolidated with the other cases pending in
that district.

On August 28, 2003, sixty-three individual plaintiffs
commenced an action against various present and former directors and officers of
Fleming and against Deloitte & Touche, L.L.P. That action, captioned Christopher
L. Doucet, et al. v. Mark Hansen, et al., United States District Court for the
Northern District of Texas, Dallas Division, Case No. 3-03-CV-1950 H, sought
damages for alleged violations of the Exchange Act and certain Louisiana
securities statutes and under theories of fraud, misrepresentation and
conspiracy. A "tag along" notice has been filed with the JPML, but the case has
not yet been transferred to the Eastern District of Texas for consolidated or
coordinated pretrial proceedings in that court.

b. SEC Investigation

The lawsuits described above encompass allegations
dealing with accounting, financial reporting and other disclosures and claim
that Fleming falsely inflated its stock price by means of accounting fraud and
false public statements about its business operations and profit. Shortly after
the first lawsuit was filed, the Wall Street Journal published an article on
September 5, 2002, citing examples where Fleming allegedly had taken certain
aggressive deductions against its suppliers.

These events prompted an informal inquiry by the SEC.
On November 13, 2002, Fleming announced that the SEC had initiated an informal
inquiry related to Fleming's vendor trade practices, the presentation of second
quarter 2001 adjusted earnings per share data in Fleming's second quarter 2001
and 2002 earnings press releases, Fleming's accounting for drop-ship sales
transactions with an unaffiliated vendor in Fleming's discontinued retail
operations, and its calculation of comparable store sales in its discontinued
retail operations.

The SEC converted the informal inquiry into a formal
investigation on February 13, 2003. The formal investigation has focused on
whether any persons or entities engaged in any acts, transactions, practices or
courses of business which operated or would operate as a fraud or a deceit upon
purchasers of Fleming

securities or upon other persons in violation of the federal securities laws.
Fleming has answered questions submitted by the SEC and has produced documents
to the SEC. The SEC has interviewed several current and former employees of
Fleming as well as third parties. Fleming continues to be in discussions with
the SEC and intends to continue to fully cooperate with the SEC. Kraft Foods,
Dean Food and Frito-Lay recently announced they have been notified that the SEC
is considering filing charges against those companies in connection with their
business dealings with Fleming, including whether employees of those companies
aided Fleming in accelerating revenue improperly.

After receiving notice of the informal SEC inquiry,
Fleming undertook an independent investigation related to the same topics. The
Audit and Compliance Committee of the Board of Directors of Fleming ("Audit
Committee") engaged independent legal counsel and independent accounting
consultants to assist in connection with the independent investigation. The
independent investigation included a review of transactions that occurred during
the 2000, 2001 and 2002 time periods. These periods are the subject of the SEC
investigation. The scope of the independent investigation included the original
topics identified by the SEC as well as issues related to the timing of
recording revenue, documentation of certain vendor transactions and certain
initiatives undertaken for the purpose of increasing reported income.

On April 17, 2003, Fleming issued a press release
(the "April 17 Release") announcing that it would restate its 2001 annual and
quarterly financial statements and 2002 quarterly financial statements
previously filed with the SEC and that it would revise its previously announced
2002 fourth quarter and annual financial results. Fleming announced that the
restatements and revisions reflected significant business issues and
developments affecting it, including the recent termination of Fleming's supply
agreement with Kmart and events leading to Fleming's voluntary Chapter 11
bankruptcy filing on April 1, 2003, as well as adjustments identified in
connection with the continuing independent investigation by the Audit Committee
into certain accounting and disclosure issues.

The April 17 Release also reported that the
restatements of the results for the full-year 2001 and the first three quarters
of 2002 would reduce the pre-tax financial results from continuing operations
for such periods by an aggregate amount of not more than $85 million and that
the restatements would mainly correct the timing of when certain vendor
transactions are recognized and the balance of certain reserve accounts.

The April 17 Release also announced that Fleming
would revise its previously announced 2002 fourth quarter and annual financial
results to reflect a loss from continuing operations. In accordance with
Statement of Financial Accounting Standards ("SFAS") No. 142, Fleming announced
that it expects to record a non-cash adjustment to continuing operations for a
full impairment of goodwill currently valued at approximately $645 million, due
to an overall decrease in the value of Fleming. In accordance with SFAS No. 144,
Fleming also announced that it would record an additional impairment charge to
discontinued operations of approximately $90 million related to retail store
operations held for sale, due to a reduction in the net realizable value of such
operations. In accordance with SFAS No. 109, Fleming announced that it had
determined that it would record a non-cash charge against continuing operations
in the fourth quarter of 2002 relating to its deferred tax assets in the range
of $275-325 million, due to uncertainties as to whether net operating losses
would be utilized against future tax payments. Fleming also announced that its
fourth quarter 2002 pre-tax loss from continuing operations would be increased
by expenses totaling not more than $80 million as a result of a number of
factors, including increased vendor payback rates, the Kmart contract
cancellation and corrections identified as a result of the Audit Committee's
independent investigation.

Finally, Fleming announced on April 17, 2003, that it
would early adopt EITF 02-16, Accounting by a Reseller for Cash Consideration
Received from a Vendor, retroactive to the beginning of fiscal year 2002. This
rule requires cash consideration received from a vendor to be recorded as an
adjustment to the prices for the vendor's products and therefore characterized
as a reduction of cost of sales when recognized in the customer's income
statement. Fleming announced that the 2002 effect of adopting EITF 02-16 is
expected to reduce the pre-tax loss from 2002 annual results in the range of
$5-15 million, although the cumulative effect that will be recorded as of the
beginning of 2002 is expected to be an expense of not more than $45 million.

In a Form 12b-25 filed by Fleming with the SEC on
June 4, 2003, Fleming announced that it would restate its 2000 annual financial
statements previously filed with the SEC. The June 4th announcement

stated that it expects the related restatements of the results for the full-year
2000 will reduce consolidated pre-tax financial results for such period by an
aggregate amount of not more than $2 million, reflecting an increase in 2000
pre-tax loss from continuing operations of not more than $6 million and a
decrease in 2000 pre-tax loss from discontinued operations of not more than $4
million. As stated in the June 4th announcement, those restatements will
principally correct the timing of when certain vendor transactions were
recognized and will reflect other adjustments and corrections identified as a
result of the Audit Committee's independent investigation.

c. Significant Prepetition Litigation

(1) DiGiorgio Corp. v. Fleming
Companies, Inc., et al., United
States District Court for the
District of New Jersey, Case No.
02-2887-DMC. DiGiorgio alleged that
Fleming breached a non-compete
agreement with respect to supplying
certain grocery items in
Connecticut, New York and parts of
New Jersey. DiGiorgio sought
injunctive relief and an
unspecified amount of damages and
requested an audit of Fleming's
books and an order extending the
term of the non-compete agreement
beyond its scheduled June 2004
expiration date. Fleming denied
that it breached the agreement and,
additionally, claimed that the
non-compete agreement was invalid
because it was unreasonably broad.
Finally, Fleming asserted that even
if there were an enforceable
agreement that had been breached,
DiGiorgio's damages, if any, were
nominal. On April 1, 2003, the
court granted DiGiorgio's motion
for a preliminary injunction and
prohibited Fleming from, among
other things, engaging in wholesale
distribution of meat, dairy, deli,
frozen meats, frozen dairy and
frozen deli products for retail
sale within the Amended Restricted
Territory. On April 23, 2003, the
Bankruptcy Court lifted the
automatic stay to permit Fleming to
appeal and/or pursue other actions
regarding the order granting the
preliminary injunction, and on
April 30, 2003, Fleming filed its
notice of appeal to the United
States Court of Appeals for the
Third Circuit. All other
proceedings in the action remain
stayed.

(2) Harvest Logistics, Inc. and
Iceworks Logistics, Inc. v. Fleming
Companies, Inc., United States
District Court for the Northern
District of Texas, Case No.
301-CV1813-L. After the parties
mutually agreed to terminate
Harvest's five-year written
warehouse management contract for a
Ft. Wayne facility and Iceworks'
five-year oral warehouse management
contract for a Grand Rapids
perishable produces facility in
August 2001, those entities sued
Fleming for breach of contract,
alleged anticipatory repudiation of
Fleming's obligation to pay future
management fees, unjust enrichment
and quantum meruit. Plaintiffs
claimed that they were owed
$6,000,000 for unreimbursed
expenses and $10,000,000 for five
years of future management fees.
Fleming denied Harvest's and
Iceworks' claims and asserted
counterclaims against them for
breach of contract and against
their parent entity, Tibbett &
Britten Group North America, Inc.,
for failure to properly supervise
performance of those agreements.
Fleming alleged that Harvest and
Iceworks were corporate shells and
alter egos of Tibbett & Britten and
sought damages of approximately
$5,600,000, subsequently reduced to
$3,900,000. Discovery has been
completed, and the case was set for
trial in June 2003. Fleming moved
for summary judgment on the Harvest
and Iceworks' claims for alleged
anticipatory repudiation of
Fleming's obligation to pay future
management fees, and Harvest and
Iceworks cross-moved for summary
judgment on Fleming's claim that
they were corporate shells and
alter egos of Tibbett & Britten.
The automatic stay that has been
imposed

when Fleming commenced its chapter
11 case was lifted to permit the
parties to brief these motions.
Thereafter, the parties reached an
agreement in principle that Fleming
will dismiss with prejudice its
claims against Tibbett & Britten
(but not against Harvest and
Iceworks), and Harvest and Iceworks
will dismiss with prejudice their
claims against Fleming insofar as
those claims pertains to loss of
future management fees, but not as
to claimed unreimbursed expenses.
This agreement in principle will
result in the withdrawal of the
cross-motions for summary judgment,
which no longer will be necessary.

(3) SuperValu, Inc. and SuperValu
Holdings, Inc. v. Rainbow Food
Group, Inc. H. Brooks & Co., LLC
and Fleming Companies, Inc., Second
Judicial District Court, Ramsey
County, Minnesota, Case No.
C4-02-4394. SuperValu alleged that
Rainbow had used Rainbow's broker,
H. Brooks, to obtain SuperValu's
ads and used the information in
those ads to undercut Cub Foods
prices or to reschedule promotions.
SuperValu asserted claims of
misappropriation of trade secrets
and tortious interference with
prospective business advantage and
sought injunctive relief,
unspecified compensatory and
punitive damages and attorneys'
fees. Rainbow and Fleming denied
SuperValu's claims and asserted
counterclaims for misappropriation
of trade secrets and confidential
information, tortious interference
with contract, unfair competition
and tortious employee raiding
stemming from SuperValu's wrongful
raiding of former Rainbow
associates and subsequent use of
confidential information possessed
by those associates, and claims for
unlawful restraint of trade and
violation of the Minnesota
antitrust monopolization of food
products statute. Rainbow and
Fleming sought injunctive relief,
unspecified actual and treble
damages, interest and attorneys'
fees. The parties agreed to a
confidential settlement prior to
commencement of the Chapter 11
Cases, and consummated that
settlement after the Petition Date.

(4) Home Depot v. Ronald Griffin and
Fleming Companies, Inc., Court of
Chancery of the State of Delaware,
Case No. 19649-NC. Griffin, a
former employee of Home Depot, was
hired by Fleming. Home Depot
alleged that Griffin breached his
agreement not to solicit Home Depot
employees and that Fleming
tortiously interfered with
Griffin's non-solicitation
agreement and sought compensatory
damages in excess of $6,000,000
(including $1,000,000 in Griffin's
stock option gains), plus
attorneys' fees totaling more than
$300,000. Griffin and Fleming
denied the allegations, Fleming has
tendered Griffin's defense to its
directors' and officers' liability
insurance carrier.

(5) Fleming Companies, Inc. v. Clark
Retail Enterprises, Inc., American
Arbitration Association Case No. 51
181 00447 01; In re Clark Retail
Enterprises, Inc., United States
Bankruptcy Court for the Eastern
District of Illinois, Case No.
02-40045 (JHS). Fleming asserted
that Clark committed to at least
$80,000,000 annually in
non-cigarette purchases under a
five-year supply agreement and that
such commitment induced Fleming to
enter into the agreement and to
agree to provide over $40,000,000
in incentive payments over the
five-year term of the agreement.
Fleming sought to rescind the
agreement due to Clark's failure to
make the requisite non-tobacco
purchases. Clark requested
termination of the agreement due to
Fleming's unilateral modification
of contract terms in alleged breach
of the agreement. Fleming agreed to
the requested termination. Fleming
sought damages,

including the reimbursement of the
approximately $8,000,000
unamortized portion of the
$12,000,000 incentive payment it
made to Clark, plus more than
$20,000,000 for Fleming's start-up
warehousing and other costs. Clark
replaced Fleming with a new
supplier and claimed related
damages in excess of $5,000,000,
including lost "benefit of the
bargain" resulting from termination
of the agreement. The dispute was
scheduled for mandatory
arbitration, but all proceedings
were stayed when Clark filed its
liquidating chapter 11 case in
October 2002. Fleming filed a
$31,600,000 proof of claim in the
Clark chapter 11 case. Just before
the commencement of the Chapter 11
Cases, Clark sought to lift the
stay in its own chapter 11 case to
proceed with the arbitration. All
proceedings were stayed when
Fleming filed its bankruptcy case.
The parties have tentatively
settled their matter by agreeing to
mutual releases subject to their
respective bankruptcy courts'
approval.

(6) Russell Stover Candies, Inc., et
al. v. Fleming Companies, Inc.,
United States District court for
the Western District of Missouri,
Case No. 01-1022-CV-W-3. Stover
commenced an action against Fleming
based upon Fleming's distribution
of Stover candy that allegedly had
become heat damaged while in
Fleming's custody. Ultimately,
Stover and Fleming entered into a
settlement agreement resolving the
litigation, subject to full
performance of the settlement. A
dispute arose over the manner in
which a term of the settlement
agreement was to be interpreted.
Stover asserted that Fleming was
required to pay an additional
$737,000 under the agreement. On
February 28, 2003, the parties
filed cross motions for summary
judgment. The matter was submitted
to the court, and the parties
engaged in settlement negotiations,
and those motions were pending when
Fleming commenced bankruptcy. On
September 15, 2003, the court
dismissed the summary judgment
motions without prejudice to their
being reset if and when the parties
obtain relief from the automatic
stay in the Fleming bankruptcy
case.

(7) Bank of New York v. Fleming
Companies, Inc., New York Supreme
Court, Erie County, Index No.
2001-9864. One of the principals of
Avery's Markets, a grocery store
operator supplied by Fleming, owned
real property subject to a mortgage
to Bank of New York ("BONY"). The
mortgage contained an assignment of
rents clause. Fleming leased the
property and subleased the premises
to Avery's. The principal defaulted
on the BONY mortgage, Avery's and
its principals filed bankruptcy
cases and BONY foreclosed on its
mortgage. Five years later BONY
sued Fleming to enforce its
assignment of rents rights and to
collect approximately $203,000.
Fleming asserted defenses of
setoff, improper exercise of the
assignment of rents clause and
laches. The parties filed and
argued cross-motions for summary
judgment. The Chapter 11 Cases were
commenced before those motions were
decided, and all proceedings in the
case are now stayed.

(8) Wayne Berry v. Fleming Companies,
Inc., et al, USDC Hawaii No. 01
00446 SPK-LEK. Wayne Berry,
designer of certain software used
by Fleming at its Kapolei, Hawaii
facilities to track freight, sued
Fleming for copyright infringement.
Fleming denied the allegations, and
the matter went to trial. On March
6, 2003, the jury found in favor of
Fleming on all claims but one. With
regard to the claim on which the
jury found in Berry's favor, the
jury awarded damages of $98,250 and

found that Fleming had willfully
infringed. Post-trial motions were
still pending when the bankruptcy
petition was filed on April 1,
2003, staying the proceedings.

d. Adversary Proceedings Filed in the Debtors'
Chapter 11 Cases

Listed below are the major ongoing adversary
proceedings filed in these Chapter 11 Cases.

(1) The Kroger Co. v. Fleming
Companies, Inc., 03-52915. This is
a reclamation claim. The parties
have stipulated to suspend
proceedings pending general
resolution of reclamation claims
collectively.

(2) Farris Produce, Inc., et al. v.
Fleming Companies, Inc., et al.
03-54449. This proceeding is a
class action brought by and on
behalf of numerous vendors who
delivered certain goods directly to
retailers and invoiced Fleming for
such deliveries. Plaintiffs contend
that certain funds in Fleming's
possession are held in constructive
trust for the benefit of the class
of vendors. The judge granted an
injunction in favor of the
plaintiffs, then certified the
class. Under the injunction order,
Fleming has escrowed and/or paid
out $14.7 million. Fleming has
appealed the Bankruptcy Court's
ruling on class certification.
Discovery is ongoing in advance of
a final hearing still to be
scheduled.

(3) Fleming Companies, Inc. v. Jackson
Capital Management, et al.
03-54449. This proceeding is a
request for an injunction under 11
U.S.C. Section 105 to prevent class
actions against present and former
directors. The parties have
postponed the proceedings by
stipulation.

(4) Fleming Companies, Inc. v. Robert
Ellis et al., 03-54756. This
proceeding is a request for an
injunction under 11 U.S.C. ss. 105
to prevent the State of Georgia
from criminally prosecuting a
Fleming executive. The Bankruptcy
Court granted a preliminary
injunction against the prosecution.
Discovery is ongoing in advance of
an unscheduled final hearing.

(5) Wayne Berry v. Hawaiian Express
Service et al., USDC Hawaii No. CV
03 00385 SOM-LEK. In this
proceeding, Wayne Berry has sued
Fleming, C&S and other companies
and individuals in the United
States District Court for Hawaii
alleging that the defendants
continue to violate his copyright
in certain freight tracking
software previously used by Fleming
at its facilities in Kapolei,
Hawaii. Berry's software was the
subject of a prepetition lawsuit,
discussed in the prepetition
section above, in which Berry won
$98,250 and a finding of willful
infringement against Fleming, but
the bankruptcy stay went into
effect before the judgment was
entered. In the postpetition
lawsuit, originally filed on July
22, 2003 and amended on August 13,
2003 to include Fleming, C&S and
various employees as individuals,
Berry alleges that the defendants
continue to infringe on his
software copyrights notwithstanding
the prepetition jury verdict. The
defendants deny the allegations and
have filed motions to dismiss, stay
or transfer. Discovery is ongoing.

(6) Gorman Foods, LLC v. Fleming
Companies, Inc., 03-55518. This
proceeding is a complaint brought
by a group of store owners seeking
over $445,000 in damages on the
basis that Fleming is holding in
trust

for the benefit of the store owners
certain funds remitted by certain
vendors to Fleming to pay for
various product advertisements run
by the group of store owners.
Discovery is ongoing.

(7) The Unofficial Committee of
Unsecured Trade Creditors of
Dunigan Fuels, Inc. v. Deutsche
Bank Trust Company Americas, et
al., 03-55715. This proceeding is a
fraudulent conveyance complaint
brought by a group of creditors
against various banks and Fleming
for $9.2 million which was
allegedly owed by Dunigan Fuels,
Inc. The creditors group contends
that but for Fleming's causing
Dunigan Fuels to guarantee
unrelated debts, Dunigan Fuels
would have been able to repay the
group. The group therefore seeks to
have this money repaid by the banks
or by Fleming.

(8) Cavendish Farms et al. v. Fleming
Companies, Inc., et al., Adv. Proc.
No. 03-56207 (MFW), United States
Bankruptcy Court for the District
of Delaware. This proceeding is an
adversary proceeding filed on
September 26, 2003, by eleven PACA
claimants against Fleming
Companies, Inc. and three of its
officers. In their adversary
complaint, plaintiffs seek to
recover $3,203,608.89 (plus costs
and attorneys' fees) as statutory
trust assets pursuant to the PACA.
In addition, plaintiffs assert
common law claims of breach of
contract and breach of fiduciary
duties.

7. Claims Bar Date and Review Process

a. Claims Bar Date

On June 25, 2003, the Bankruptcy Court entered an
order (the "Bar Date Order") establishing September 15, 2003 as the bar date
(the "Non-Governmental Claims Bar Date") for all non-governmental Persons and
Entities to file prepetition Claims in these Chapter 11 Cases and October 1,
2003 as the bar date (the "Governmental Bar Date") for all governmental Persons
and Entities to file prepetition Claims in these Chapter 11 Cases. The Bar Date
Order further provides that, among other things, any Person or Entity that is
required to file a Proof of Claim in these Chapter 11 Cases but fails to do so
in a timely manner shall be forever barred, estopped and enjoined from (a)
asserting any Claim against the Debtors that such Person or Entity has that (i)
is in an amount that exceeds the amount, if any, that may be set forth in the
Schedules or (ii) is of a different nature or in a different classification than
what may be set forth in the Schedules (in either case any such Claim referred
to as an "Unscheduled Claim") and (b) voting upon, or receiving distributions
under, any plan or plan of reorganization in these Chapter 11 Cases in respect
of an Unscheduled Claim.

b. Administrative Claim Bar Date

On December 3, 2003, the Bankruptcy Court entered an
order approving January 15, 2004 as the bar date for all persons or entities
holding an Administrative Claim arising on or after April 1, 2003, through and
including October 31, 2003 (the "First Bar Date Order") [Docket No. 4738]. For
purposes of the First Administrative Bar Date, an Administrative Claim includes
any Claim (as defined in 11 U.S.C. Section 101(5)) with respect to which the
holder intends to seek priority of payment pursuant to sections 503 and
507(a)(1) of the Bankruptcy Code, except for the following: (i) Administrative
Claims of professionals retained pursuant to sections 327 and 328 of the
Bankruptcy Code; (ii) expenses of members of the Creditors' Committee; (iii) all
fees payable and unpaid under 28 U.S.C. Section 1930; (iv) any fees or charges
assessed against the estates of the Debtors under 28 U.S.C. Section 123; (v)
intercompany Claims between Debtors and their affiliates; (vi) Administrative
Claims arising in the ordinary course of business relating to inventory,
services or supplies provided by trade vendors or service providers which are
paid or payable by the Debtors in the ordinary course of business; (vii) Claims
for reclamation asserted pursuant to section 546(c) of the Bankruptcy Code;
(viii) Administrative Claims relating to executory contracts and unexpired
leases that have neither been rejected nor assumed by the Debtors, as well as
Administrative Claims relating to, or arising under, executory contracts or
unexpired leases, regardless of whether such executory

contracts or unexpired leases have been assumed or rejected, that are unknown to
the claim holder; (ix) Administrative Claims that have previously been filed or
for which any request for payment pursuant to section 503(a) of the Bankruptcy
Code or adversary proceeding is pending; and (x) any Claims of the Pre-Petition
Lenders' agents and Pre-Petition Lenders as well as those of the Post-Petition
Lenders' agents and Post-Petition Lenders arising under or in connection with
the Pre-Petition Credit Agreement, DIP Credit Facility and the Final DIP Order.
The Administrative Bar Date Order further provides that any person or entity
that is required to file a Proof of Administrative Claim in these Chapter 11
Cases, but fails to do so on or before the Administrative Claims Bar Date, shall
not, with respect to any such Administrative Claim, be treated as a creditor of
the Debtors for purposes of allowing such Claim. The court-approved
Administrative Claims Bar Date Notice provides that, among other things, any
Person or Entity that is required to file a Proof of Administrative Claim in
these Chapter 11 Cases, but fails to do so in a timely manner, shall be forever
barred, estopped and enjoined from (a) asserting any such Administrative Claim
against the Debtors and (b) voting upon, or receiving distributions under, any
plan or plan of reorganization in these Chapter 11 Cases in respect of such
Administrative Claim.

c. Claims Review Process

The Debtors have begun to evaluate the numerous
Claims filed in these Cases to determine, among other things, whether it is
necessary and appropriate to file objections seeking to disallow, reduce and/or
reclassify such Claims The Debtors expect to also reconcile the Claims against
their Schedules in an effort to (a) eliminate duplicative or erroneous Claims
and (b) ensure that the Bankruptcy Court allows only valid Claims. If the
Debtors, Core-Mark Newco, or the Post Confirmation Trust, as applicable, object
to a Claim, a hearing regarding such objection will be held and notice of such
objection and the related hearing will be provided to affected Claim Holders as
well as to other parties entitled to receive notice. To the extent necessary,
the Bankruptcy Court will rule on the objection and ultimately determine
whether, and in what amount and priority, to allow the applicable Claim. If the
Debtors, Core-Mark Newco, or the Post Confirmation Trust, as applicable, do not
object to a Claim by the Objection Deadline, such Claim will be deemed allowed
and will receive the treatment accorded such Claim under the Plan. As
appropriate, the Debtors, Core-Mark Newco, or the Post Confirmation Trust, as
applicable, may seek to negotiate and/or settle disputes regarding a Claim or
Claims as an alternative to filing objections to the allowance or treatment of
such Claims. On December 5, 2003, the Debtors filed their First Omnibus
Objection to Claims (Docket No. 4790).

VI. SUMMARY OF THE PLAN OF REORGANIZATION

A. Overview of Chapter 11

Chapter 11 is the principal business reorganization chapter of the
Bankruptcy Code. Under chapter 11 of the Bankruptcy Code, a debtor is authorized
to reorganize its business for the benefit of itself, its creditors and interest
holders. Another goal of chapter 11 is to promote equality of treatment for
similarly situated creditors and similarly situated interest holders with
respect to the distribution of a debtor's assets.

The commencement of a chapter 11 case creates an estate that is
comprised of all of the legal and equitable interests of the debtor as of the
filing date. The Bankruptcy Code provides that the debtor may continue to
operate its business and remain in possession of its property as a
"debtor-in-possession."

The consummation of a plan of reorganization is the principal objective
of a chapter 11 case. A plan of reorganization sets forth the means for
satisfying claims against, and interests in, a debtor. Confirmation of a plan of
reorganization by the Bankruptcy Court makes the plan binding upon the debtor,
any issuer of securities under the plan, any person or entity acquiring property
under the plan and any creditor of, or equity holder in, the debtor, whether or
not such creditor or equity holder (a) is impaired under or has accepted the
plan or (b) receives or retains any property under the plan. Subject to certain
limited exceptions and other than as provided in the plan itself or the
confirmation order, the confirmation order discharges the debtors from any debt
that arose prior to the date of confirmation of the plan and substitutes
therefore the obligations specified under the confirmed plan.

A chapter 11 plan may specify that the legal, contractual and equitable
right of the holders of claims or interests in classes are to remain unaltered
by the reorganization effectuated by the plan. Such classes are referred to as
"unimpaired" and, because of such favorable treatment, are deemed to accept the
plan. Accordingly, it is not necessary to solicit votes from the holders of
claims or equity interests in such classes. A chapter 11 plan also may specify
that certain classes will not receive any distribution of property or retain any
claim against a debtor. Such classes are deemed not to accept the plan and,
therefore, need not be solicited to vote to accept or reject the plan. Any
classes that are receiving a distribution of property under the plan but are not
"unimpaired" will be solicited to vote to accept or reject the plan.

Section 1123 of the Bankruptcy Code provides that a plan of
reorganization shall classify the claims of a debtor's creditors and equity
interest holders. In compliance therewith, the Plan divides Claims and Equity
Interests into various Classes and sets forth the treatment for each Class. The
Debtors also are required under section 1122 of the Bankruptcy Code to classify
Claims and Equity Interests into Classes that contain Claims and Equity
Interests that are substantially similar to the other Claims and Equity
Interests in such Classes. The Debtors believe that the Plan has classified all
Claims and Equity Interests in compliance with the provisions of section 1122 of
the Bankruptcy Code, but it is possible that a Holder of a Claim or Equity
Interest may challenge the classification of Claims and Equity Interests and
that the Bankruptcy Court may find that a different classification is required
for the Plan to be confirmed. In such event, the Debtors intend, to the extent
permitted by the Bankruptcy Court and the Plan, to make such reasonable
modifications of the classifications under the Plan to permit confirmation and
to use the Plan acceptances received in this solicitation for the purpose of
obtaining the approval of the reconstituted Class or Classes of which the
accepting Holder is ultimately deemed to be a member. Any such reclassification
could adversely affect the Class in which such Holder was initially a member, or
any other Class under the Plan, by changing the composition of such Class and
the vote required of that Class for approval of the Plan.

The Debtors (and each of their respective Affiliates, agents,
directors, officers, employees, advisors and attorneys), the Creditors Committee
(and each of their respective Affiliates, agents, directors, officers,
employees, advisors and attorneys) have, and upon confirmation of the Plan will
be deemed to have, participated in good faith and in compliance with the
applicable provisions of the Bankruptcy Code with regard to the distributions of
the securities under the Plan, and therefore are not, and on account of such
distributions will not be, liable at any time for the violation of any
applicable law, rule or regulation governing the solicitation of acceptances or
rejections of the Plan or such distributions made pursuant to the Plan.

THE REMAINDER OF THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE AND
MEANS FOR IMPLEMENTATION OF THE PLAN AND THE CLASSIFICATION AND TREATMENT OF

CLAIMS AND EQUITY INTERESTS UNDER THE PLAN AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE PLAN (AS WELL AS THE EXHIBITS THERETO AND DEFINITIONS IN THE
PLAN).

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT INCLUDE SUMMARIES
OF THE PROVISIONS CONTAINED IN THE PLAN AND IN THE DOCUMENTS REFERRED TO IN THE
PLAN. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT DO NOT PURPORT TO BE
PRECISE OR COMPLETE STATEMENTS OF ALL THE TERMS AND PROVISIONS OF THE PLAN OR
DOCUMENTS REFERRED TO IN THE PLAN, AND REFERENCE IS MADE TO THE PLAN AND TO SUCH
DOCUMENTS FOR THE FULL AND COMPLETE STATEMENT OF SUCH TERMS AND PROVISIONS.

THE PLAN ITSELF AND THE DOCUMENTS IN THE PLAN CONTROL THE ACTUAL
TREATMENT OF CLAIMS AGAINST, AND EQUITY INTERESTS IN, THE DEBTORS UNDER THE PLAN
AND WILL, UPON THE OCCURRENCE OF THE EFFECTIVE DATE, BE BINDING UPON ALL HOLDERS
OF CLAIMS AGAINST, AND EQUITY INTERESTS IN, THE DEBTORS, THE DEBTORS' ESTATES,
ALL PARTIES RECEIVING PROPERTY UNDER THE PLAN AND OTHER PARTIES IN INTEREST. IN
THE EVENT OF ANY CONFLICT BETWEEN THIS DISCLOSURE STATEMENT, ON THE ONE HAND,
AND THE PLAN OR ANY OTHER OPERATIVE DOCUMENT, ON THE OTHER HAND, THE TERMS OF
THE PLAN AND/OR SUCH OTHER OPERATIVE DOCUMENT SHALL CONTROL.

B. Generally

1. Structure of Reorganizing Plan

The Debtors believe that the Plan provides the best and most
prompt possible recovery to Holders of Claims and Equity Interests. For purposes
of this Disclosure Statement, the term Holder refers to the holder of a Claim or
Equity Interest in a particular Class under the Plan. If the Plan is confirmed
by the Bankruptcy Court and consummated, on the Effective Date or as soon as
practicable thereafter, the Debtors will make distributions in respect of
certain Classes of Claims and Equity Interests as provided in the Plan. The
Classes of Claims against, and Equity Interests in, the Debtors created under
the Plan, the treatment of those Classes under the Plan and distributions to be
made under the Plan are described below.

2. Creation of Core-Mark Newco

The Plan will provide for the reorganization of the Debtors
centered around their remaining convenience store wholesale distribution
business. As a result of the restructuring transactions described below in
Section IX. hereof, Debtors' corporate structure will change as of the Effective
Date. On the Effective Date, as a result of the transfer of Fleming's assets to
Core-Mark Holdings III, Core-Mark International, Inc., Core-Mark Interrelated
Companies, Inc., Core-Mark Mid-Continent, Inc., Minter-Weisman Co., Head
Distributing Co. and other subsidiaries of Fleming will become indirect,
wholly-owned subsidiaries of Core-Mark Newco. Two new, wholly-owned subsidiaries
of Core-Mark Newco ("Core-Mark Holdings I" and "Core-Mark Holdings II") will
each own 50% of another new subsidiary ("Core-Mark Holdings III"). An
organizational chart depicting the anticipated corporate structure of the new
holding companies of the Reorganized Debtors as of the Effective Date is set
forth below.

[CORE-MARK ORGANIZATIONAL CHART]

3. Exit Financing Facility, Obtaining Cash for Plan
Distributions and Transfers of Funds Among the
Debtors and the Reorganized Debtors

All Cash necessary for Core-Mark Newco and the Post
Confirmation Trust, as applicable, to make payments pursuant to the Plan will be
obtained from the Reorganized Debtors' existing Cash balances, operations, the
Exit Financing Facility, the Tranche B Loan or the Rights Offering and
prosecution of Causes of Action, including collections of the Litigation Claims,
unless such Cash is not sufficient to fund the Plan, in which case the Debtors,
with the consent of the Committee, reserve the right to raise Cash from a sale
of some or substantially all of their assets. On the Effective Date, the
Reorganized Debtors are authorized to execute and deliver those documents
necessary or appropriate to obtain the Exit Financing Facility. The
determination of whether to utilize a Tranche B Loan or a Rights Offering to
fund certain Plan payments shall be made upon the mutual agreement of the
Debtors and the Committee. The Exit Financing Facility shall not be secured by
the assets transferred to the Post Confirmation Trust.

4. Tranche B Loan

The Tranche B Loan shall be a term credit facility in the
amount of up to $60 million available to be borrowed from the Tranche B Lenders
on the Effective Date in the form of funded borrowings or letters of credit. All
obligations under the Tranche B Loan shall be secured by second priority
security interests in and liens upon substantially all present and future assets
of Core-Mark Newco, other than those assets transferred to the Post Confirmation
Trust, including accounts receivable, general intangibles, inventory, equipment,
fixtures and real property, and products and proceeds thereof. The Tranche B
Loan shall be junior to the Exit Financing Facility.

The Tranche B Loan shall be made by the Tranche B Lenders on
substantially the terms set forth on the Tranche B Loan Term Sheet, which is
Exhibit E to the Plan.

5. Sale of Assets

In the event that the Debtors do not have sufficient Cash from
their (i) existing Cash balances on the Effective Date, (ii) operations, (iii)
the Exit Financing Facility, (iv) the Tranche B Loan or the Rights Offering or
(v) pursuit of Causes of Action to make the required payments under the Plan,
the Debtors, with the consent of the Creditors Committee, reserve the right to
fund the Plan through a sale of some or substantially all of the assets of the
Debtors under section 363 of the Bankruptcy Code.

C. Classification And Treatment Of Claims And Equity Interests

1. Summary of Unclassified Claims against all Debtors

a. Administrative Claims

Subject to the provisions of section 330(a) and 331
of the Bankruptcy Code, each Holder of an Allowed Administrative Claim,
including Holders of Allowed Approved Trade Creditor Lien Claims, but excluding
claims for Professional Fees, will be paid the full unpaid amount of such
Allowed Administrative Claim in Cash (i) on the Effective Date or as soon as
practicable thereafter, or (ii) if such Administrative Claim is Allowed after
the Effective Date, as soon as practicable after the date such Claim is Allowed,
or (iii) upon such other terms as may be agreed upon by such Holder and the
applicable Reorganized Debtor or otherwise upon an order of the Bankruptcy
Court; provided that Allowed Administrative Claims including Allowed Approved
Trade Creditor Lien Claims representing obligations incurred in the ordinary
course of business or otherwise assumed by the Debtors or Reorganized Debtors
pursuant hereto will be assumed on the Effective Date and paid or performed by
the applicable Reorganized Debtor when due in accordance with the terms and
conditions of the particular agreements governing such obligations.

after October 31, 2003 that have not been paid as of the Effective Date, must
file an Administrative Claim by the Second Administrative Bar Date. If an
Administrative Claim is not timely filed by the First Administrative Bar Date or
the Second Administrative Bar Date, as applicable, then such Administrative
Claim shall be forever barred and shall not be enforceable against the Debtors
or the Reorganized Debtors, their successors, their assigns or their property.
The foregoing requirements to file Administrative Claims by the relevant bar
date shall not apply to the (i) Administrative Claims of Professionals retained
pursuant to sections 327 and 328 of the Bankruptcy Code; (ii) expenses of
members of the Official Committee of Unsecured Creditors; (iii) all fees payable
and unpaid under 28 U.S.C. Section 1930; (iv) any fees or charges assessed
against the estates of the Debtors under 28 U.S.C. Section 123; (v) Intercompany
Claims between Debtors and their affiliates; and (vi) Administrative Claims
arising in the ordinary course of business relating to inventory, services or
supplies provided by trade vendors or service providers which are paid or
payable by the Debtors in the ordinary course of business. An objection to an
Administrative Claim filed pursuant to this provision must be filed and properly
served within 220 days after the Effective Date. The Debtors and the Post
Confirmation Trustee, as applicable, reserve the right to seek an extension of
such time to object.

All Professionals that are awarded compensation or
reimbursement by the Bankruptcy Court in accordance with sections 330, 331 or
363 of the Bankruptcy Code that are entitled to the priorities established
pursuant to sections 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the
Bankruptcy Code, shall be paid in full, in Cash, the amounts allowed by the
Bankruptcy Court: (a) on or as soon as reasonably practicable following the
later to occur of (i) the Effective Date; and (ii) the date upon which the
Bankruptcy Court order allowing such Claim becomes a Final Order; or (b) upon
such other terms as may be mutually agreed upon between such Professional and
the Reorganized Debtors. On or before the Effective Date and prior to any
distribution being made under the Plan, the Debtors shall escrow into the
Professional Fee Escrow Account, the Carve-Out and the Additional Carve-Out as
outlined in the Final DIP Order and any additional estimated accrued amounts
owed to Professionals through the Effective Date.

Except as otherwise provided by Court order for a
specific Professional, Professionals or other entities requesting compensation
or reimbursement of expenses pursuant to sections 327, 328, 330, 331, 503(b) and
1103 or 363 of the Bankruptcy Code for services rendered prior to the
Confirmation Date must file and serve an application for final allowance of
compensation and reimbursement of expenses no later than forty-five (45) days
after the Effective Date. All such applications for final allowance of
compensation and reimbursement of expenses will be subject to the authorization
and approval of the Court. Any objection to the Claims of Professionals shall be
filed on or before thirty (30) days after the date of the filing of the
application for final compensation.

b. Priority Tax Claims

Each Holder of an Allowed Priority Tax Claim that is
due and payable on or prior to the Effective Date shall be paid in full
satisfaction, settlement, release, and discharge of and in exchange for such
Priority Tax Claim in deferred Cash payments over a period not to exceed six
years after the date of assessment in accordance with Section 1129(a)(9)(C) of
the Bankruptcy Code with interest at a rate agreed to by the parties or set by
the Court, unless such Holder consents to other treatment.

c. DIP Claims

On the Effective Date, or as soon as practicable
thereafter, each Holder of an Allowed DIP Claim shall be paid in full in Cash in
full satisfaction, settlement, release and discharge of and in exchange for each
and every Allowed DIP Claim, unless such Holder consents to other treatment.

2. Classification and Treatment of Classified Claims

a. Class 1--Other Priority Non-Tax Claims

(1) Classification: Class 1 consists of
all Allowed Other Priority Non-Tax
Claims.

(2) Treatment: On the Effective Date,
or as soon as practicable
thereafter, unless such Holder
agrees to other treatment, each
Holder of an Allowed Other Priority
Non-Tax Claim shall be paid in full
satisfaction, settlement, release
and discharge of and in exchange
for each and every Allowed Other
Priority Non-Tax Claim in Cash in
full.

(3) Voting: Class 1 is not impaired and
the Holders of Class 1 Claims are
conclusively deemed to have
accepted the Plan pursuant to
section 1126(f) of the Bankruptcy
Code. Therefore, the Holders of
Claims in Class 1 are not entitled
to vote to accept or reject the
Plan.

b. Class 2--Pre-Petition Lenders' Secured
Claims

(1) Classification: Class 2 consists of
all Allowed Pre-Petition Lenders'
Secured Claims.

(2) Treatment: On the Effective Date,
or as soon as practicable
thereafter, unless such Holder
consents to other treatment, each
Holder of an Allowed Pre-Petition
Lenders' Secured Claim shall be
paid in full and shall either (i)
assign its liens in the Debtors'
assets to the lender under the Exit
Financing Facility Agreement or
(ii) assign its liens in the
Debtors' assets to Core-Mark Newco,
which liens as assigned shall have
the same validity and priority as
such liens held by the Holders of
the Class 2 Claims, and which liens
as assigned shall be subject to
further transfer to the Post
Confirmation Trust, as applicable.

Any default with respect to any
Class 2 Claim that existed
immediately prior to the filing of
the Chapter 11 Cases shall be
deemed cured upon the Effective
Date.

(3) Voting: Class 2 is not impaired and
the Holders of Class 2 Claims are
conclusively deemed to have
accepted the Plan pursuant to
section 1126(f) of the Bankruptcy
Code. Therefore, the Holders of
Claims in Class 2 are not entitled
to vote to accept or reject the
Plan.

c. Class 3(A)-- Other Secured Claims

(1) Classification: Class 3(A) consists
of all Allowed Other Secured
Claims.

(2) Treatment: On the Effective Date or
as soon as practicable thereafter,
each Holder of an Allowed Other
Secured Claim (e.g. PMSI Holders,
equipment financing lenders, etc.)
shall receive one of the following
treatments, at the Debtors' option,
such that they shall be rendered
unimpaired pursuant to section 1124
of the Bankruptcy Code: (i) the
payment of such Holder's Allowed
Other Secured Claim in full, in
Cash; (ii) the sale or disposition
proceeds of the property securing
such Allowed Other Secured Claim to
the extent of the value of the
Holder's

interests in such property; or
(iii) the surrender to the Holder
of the property securing such
Claim.

(3) Voting: Class 3(A) is unimpaired
and Holders of Class 3 Claims are
conclusively deemed to have
accepted the Plan pursuant to
section 1126(f) of the Bankruptcy
Code. Therefore, the Holders of
Claims in Class 3(A) are not
entitled to vote to accept or
reject the Plan.

d. Class 3(B)--Approved Trade Creditor
Reclamation Lien Claims

(1) Classification: Class 3(B) consists
of all Allowed Approved Trade
Creditor Reclamation Lien Claims.

(2) Treatment: On the Effective Date,
or as soon as practicable
thereafter, Core-Mark Newco or the
Post Confirmation Trust, as
applicable, shall issue a
promissory note in favor of the
Holders of Allowed Approved Trade
Creditor Reclamation Lien Claims in
the estimated aggregate amount of
such Allowed Claims to be reissued
as such Claims are Allowed by Final
Order or settlement and grant a
first priority lien to such Holders
on the Post Confirmation Trust
Distributable Assets, entitling
each Holder of an Allowed Approved
Trade Creditor Reclamation Lien
Claim to its Ratable Proportion of
Post Confirmation Trust
Distributable Assets up to the
total amount of each Holders'
Allowed Approved Trade Creditor
Reclamation Lien Claim, in full
satisfaction, settlement, release
and discharge of each Allowed
Approved Trade Creditor Reclamation
Lien Claim, unless such Holder
agrees to other treatment, and
subject at the Debtors' option, to
reduction for unpaid post-petition
deductions, preference payments and
other applicable setoff rights.

(3) Voting: Class 3(B) is impaired and
the Holders of Class 3(B) Claims
are entitled to vote to accept or
reject the Plan.

e. Class 3(C)--DSD Trust Claims

(1) Classification: Class 3(C) consists
of all Allowed DSD Trust Claims.

(2) Treatment: (i) In the event that
the DSD Trust Claim Holders obtain
a Final Order in their favor in the
pending litigation allowing their
Claims, on the later of (a) the
Effective Date or as soon as
practicable thereafter; or (b) the
date the DSD Trust Claim Holders
obtain a Final Order allowing their
Claims or as soon as practicable
thereafter, each Holder of an
Allowed DSD Trust Claim shall be
paid in full satisfaction,
settlement, release and discharge
of each Allowed DSD Trust Claim in
Cash in full, unless such Holder
agrees to other treatment, subject,
at the Debtors' option to reduction
for unpaid post-petition
deductions, preference payments and
other applicable setoff rights and
(ii) in the event the DSD Trust
Claim Holders do not prevail in
their litigation, all Allowed DSD
Trust Claims shall be treated as
Class 6 General Unsecured Claims
hereunder.

(3) Voting: Class 3(C) is unimpaired
and Holders of Claims in Class 3(C)
are conclusively deemed to have
accepted the Plan pursuant to
section 1126(f) of the Bankruptcy
Code. Therefore, the Holders of
Claims in Class 3(C) are not
entitled to vote to accept or
reject the plan.

f. Class 4--PACA/PASA Claims

(1) Classification: Class 4 consists of
all Allowed PACA/PASA Claims.

(2) Treatment: On the Effective Date,
or as soon as practicable
thereafter, unless such Holder
agrees to other treatment, each
Holder of an Allowed PACA/PASA
Claim shall be paid in full
satisfaction, settlement, release,
and discharge of and in exchange
for each and every Allowed
PACA/PASA Claim in Cash in full
from the previously established
PACA trust or from Core-Mark Newco
to the extent the PACA trust is
insufficient to satisfy all the
Allowed PACA/PASA Claims with any
remaining proceeds of the PACA
trust to be distributed to
Core-Mark Newco.

(3) Voting: Class 4 is unimpaired and
Holders of Allowed Claims in Class
4 are conclusively deemed to have
accepted the Plan pursuant to
section 1126(f) of the Bankruptcy
Code. Therefore, the Holders of
Claims in Class 4 are not entitled
to vote to accept or reject the
Plan.

g. Class 5--Valid Reclamation Claims that are
not Class 3(B) Claims

(1) Classification: Class 5 consists of
Allowed Valid Reclamation Claims
that are not Class 3(B) Claims.

(2) Treatment: To the extent the Court
determines that the Holders of
Reclamation Claims that are not
Class 3(B) Claims are entitled to
priority treatment, on the
Effective Date, or as soon as
practicable thereafter, Core-Mark
Newco or the Post Confirmation
Trust, as applicable, shall issue a
promissory note in favor of such
Holders in the estimated aggregate
amount of their Allowed Claims and
grant a second priority lien on the
Post Confirmation Trust
Distributable Assets entitling each
Holder to its Ratable Proportion of
the Post Confirmation Trust
Distributable Assets, after all
Class 3(B) Claims are paid in full.
In the event the Court denies the
Holders of Reclamation Claims that
are not Class 3(B) Claims priority
treatment, such Reclamation Claims
shall be treated as Class 6 General
Unsecured Claims hereunder.

(3) Voting: Class 5 is impaired and
Holders of Allowed Claims in Class
5 are entitled to vote to accept or
reject the Plan.

h. Class 6--General Unsecured Claims other than
Convenience Claims

(1) Classification: Class 6 consists of
all Allowed General Unsecured
Claims other than Convenience
Claims.

(2) Treatment: On the Effective Date,
or as soon as practicable
thereafter, each Holder of an
Allowed General Unsecured Claim
other than Convenience Claims,
shall be paid in full satisfaction,
settlement, release, and discharge
of and in exchange for each and
every Allowed General Unsecured
Claim other than Convenience
Claims, at the Debtors' option, in
one or a combination of the
following manners: (i) issuance of
a Ratable Proportion of New Common
Stock subject to dilution from the
issuance of warrants to the Tranche
B Lenders or the shares of New
Common Stock issued upon the
conversion of Preferred

Stock issued pursuant to the Rights
Offering, if applicable, and
through the Management Incentive
Plan; and/or (ii) in the event the
Debtors, with the consent of the
Creditors Committee, elect to sell
some or all of their assets as
outlined herein, a Ratable
Proportion of Cash remaining from
the sale of such assets after all
of the Allowed Unclassified Claims
and Claims of Holders in Classes 1
through 5 have been satisfied in
full.

As additional consideration, each
Holder of an Allowed General
Unsecured Claim shall be entitled
to a Ratable Proportion of Excess
Proceeds (as defined in the Post
Confirmation Trust Agreement), if
any, available from the Post
Confirmation Trust after payment by
the Post Confirmation Trust of all
claims and obligations required to
be made by the Post Confirmation
Trust under the Plan, the Post
Confirmation Trust Agreement, or
otherwise, as set forth in the Post
Confirmation Trust Agreement.
Further, in the event the Debtors
utilize a Rights Offering, each
Holder of a General Unsecured Claim
that is listed on the Rights
Participation Schedule shall be
entitled to receive, in exchange
for such Holder's Claim, its Equity
Subscription Rights for shares of
Preferred Stock as outlined in
Section VII.B of the Plan and
Exhibit 6 to this Disclosure
Statement.

(3) Voting: Class 6 is impaired and
Holders of Claims in Class 6 are
entitled to vote to accept or
reject the Plan.

i. Class 7 - Convenience Claims

(1) Classification: Class 7 consists of
all General Unsecured Claims of
$5,000 or less held by a single
Holder. Holders of General
Unsecured Claims in excess of
$5,000 may not opt into Class 7.

(2) Treatment: On or as soon as
practicable after the Effective
Date, each Holder of an Allowed
Class 7 Claim shall receive, in
full and final satisfaction of such
Claim, a cash distribution equal to
10% of the amount of its Class 7
Claim, provided however, the
aggregate amount of such Allowed
Class 7 Claims shall not exceed
$10,000,000. If the aggregate
amount of the Allowed Class 7
Claims exceeds $10,000,000, each
Holder of an Allowed Class 7 Claim
shall receive its Ratable
Proportion of $1,000,000.

(3) Voting: Class 7 is impaired, and
Holders of Class 7 Claims are
entitled to vote to accept or
reject the Plan.

j. Class 8--Equity Interests

(1) Classification: Class 8 consists of
all Equity Interests.

(2) Treatment: Receives no distribution
and are canceled as of the
Effective Date.

(3) Voting: Class 8 is impaired, but
because no distributions will be
made to Holders of Class 8 Claims
nor will such Holders retain any
property, such Holders are deemed
to reject the Plan pursuant to
section 1126(g) of the Bankruptcy
Code. Class 8 is not entitled to
vote to accept or reject the Plan.

k. Class 9--Intercompany Claims

(1) Classification: Class 9 consists of
all Intercompany Claims.

(2) Treatment: Receives no distribution
and are canceled as of the
Effective Date.

(3) Voting: Class 9 is impaired, and
because no distributions will be
made to Holders of Class 9 Claims
nor will such Holders retain any
property, such Holders are deemed
to reject the Plan pursuant to
section 1126(g) of the Bankruptcy
Code. Class 9 is not entitled to
vote to accept or reject the Plan.

l. Class 10 - Other Securities Claims and
Interests

(1) Classification: Class 10 consists
of all Other Securities Claims and
Interests of whatever kind or
nature.

(2) Treatment: Receives no distribution
and are cancelled and discharged as
of the effective date.

(3) Voting: Class 10 is impaired, and
since no distributions will be made
to Holders of Class 10 Claims, such
Holders are deemed to reject the
Plan pursuant to Section 1126(g) of
the Bankruptcy Code. Class 10 is
not entitled to vote to accept or
reject the Plan.

D. Special Provision Governing Unimpaired Claims

Except as otherwise provided in the Plan, nothing under the Plan shall
affect the Debtors' or the Reorganized Debtors' rights in respect of any
Unimpaired Claims, including, but not limited to, all rights in respect of legal
and equitable defenses to or setoffs or recoupments against such Unimpaired
Claims.

E. Acceptance And Rejection Of The Plan

1. Voting Classes

Each Holder of an Allowed Claim in Classes 3(B), 5, 6 and 7
shall be entitled to vote to accept or reject the Plan.

2. Acceptance by Impaired Classes

An Impaired Class of Claims shall have accepted the Plan if
(a) the Holders (other than any Holder designated under section 1126(e) of the
Bankruptcy Code) of at least two-thirds in amount of the Allowed Claims actually
voting in such Class have voted to accept the Plan and (b) the Holders (other
than any Holder designated under section 1126(e) of the Bankruptcy Code) of more
than one-half in number of the Allowed Claims actually voting in such Class have
voted to accept the Plan.

3. Presumed Acceptance of Plan

Classes 1, 2, 3(A), 3(C) and 4 are unimpaired under the Plan
and, therefore, are presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code.

4. Presumed Rejection of Plan

Classes 8, 9 and 10 are impaired and shall receive no
distributions and, therefore, are presumed to have rejected the Plan pursuant to
section 1126(g) of the Bankruptcy Code.

5. Non-Consensual Confirmation

The Debtors and the Committee reserve the right to seek
Confirmation of the Plan under section 1129(b) of the Bankruptcy Code, to the
extent applicable, in the event that any Voting Class fails to accept the Plan
in accordance with section 1129(a)(8) of the Bankruptcy Code. The Debtors and
the Committee reserve the right (a) to request that the Bankruptcy Court confirm
the Plan in accordance with section 1129(b) of the Bankruptcy Code and/or (b) to
modify the Plan in accordance with Section XIV.D. thereof.

F. Plan Implementation

1. Substantive Consolidation

As set forth in Article V.A of the Plan, all of the Debtors
seek a limited substantive consolidation of their estates solely for purposes of
actions associated with the confirmation and consummation of the Plan,
including, but not limited to, voting, confirmation and distribution. The Plan
does not contemplate the merger or dissolution of any Debtor or the transfer or
commingling of any asset of any Debtor, except that the assets of Fleming
already being used by Fleming Convenience in its operations as shall be formally
vested in Core-Mark Newco, Inc., or one of its Reorganized Debtor subsidiaries,
and except to accomplish the distributions under the Plan. Such limited
substantive consolidation shall not affect (other than for Plan voting,
treatment and/or distribution purposes) (i) the legal and corporate structures
of a Reorganized Debtor or (ii) equity interests in the Filing Subsidiaries.

a. Other Effects of Substantive Consolidation

As set forth in Article V of the Plan, as a result of
substantive consolidation, a Holder of Claims against one or more of the Debtors
arising from or relating to the same underlying debt that would otherwise
constitute Allowed Claims against two or more Debtors, including, without
limitation, Claims based on joint and several liability, contribution,
indemnity, subrogation, reimbursement, surety, guaranty, co-maker and similar
concepts, shall have only one Allowed Claim on account of such Claims. In
addition, all Claims between and among Fleming and its Filing Subsidiaries shall
be eliminated as a result of substantive consolidation under the Plan.

b. Benefits of Substantive Consolidation

The Debtors and the Committee believe that
substantive consolidation is in the best interest of the Debtors' estates and
will promote a more expeditious and streamlined distribution and recovery
process for Creditors. Substantive consolidation of the Debtors' estates will
result in (i) the deemed consolidation of the assets and liabilities of the
Debtors; (ii) the deemed elimination of intercompany claims, multiple and
duplicative creditor claims, joint and several liability claims and guarantees;
and (iii) the payment of Allowed Claims from a common pool of assets.
Substantive consolidation will relieve the Debtors' estates from having to
engage in the costly and time-consuming exercise of litigating intercompany
claims as those claims will be eliminated. It will also relieve the Debtors from
having to litigate creditor claims against multiple Debtor entities on the same
liability, as only one claim will be deemed allowed and payable from one common
pool of assets. The Debtors estimate that there have been over $20 billion of
duplicate proofs of claim filed against the Debtors' estates. Moreover,
substantive consolidation will provide for a greater recovery overall for the
vast majority of creditors of the Debtors' estates.

c. Legal Analysis of Substantive Consolidation

Substantive consolidation is an equitable doctrine
that permits the Bankruptcy Court to merge the assets and liabilities of
affiliated entities so that the combined assets and liabilities are treated as
though

held by one entity. It is well established that section 105(a) of the Bankruptcy
Code, which provides in pertinent part that the "court may issue any order,
process, or judgment that is necessary or appropriate to carry out the
provisions of this title," empowers a bankruptcy court to authorize substantive
consolidation. The Bankruptcy Code also contemplates consolidation in aid of
reorganization. 11 U.S.C. Section 1123(a)(5).

There are no express criteria in the Bankruptcy Code
for determining whether an order granting substantive consolidation should
issue, but the Third Circuit has generally articulated a standard based on two
cases, In re Auto-Train Corp., 810 F.2d 270 (D.C. Cir. 1987) and Union Savings
Bank v. Augie/Restivo Baking Co. (In re Augie/Restivo Baking Co.), 860 F.2d 515
(2d Cir. 1988). Under the Auto-Train test, the court looks at (1) whether there
is substantial identity between the entities to be consolidated and (2) whether
consolidation is necessary to avoid some harm or to realize some benefit. Under
the Augie/Restivo test, the court will examine: (1) whether creditors dealt with
the entities as a single economic unit and did not rely on their separate
identity in extending credit or (2) whether the affairs of the debtor companies
are so entangled that consolidation will be beneficial.

A party may be estopped from opposing substantive
consolidation where a reasonable party in a similar situation "knew or should
have known of the close association between affiliate and bankrupt," or where
the party could be deemed to have dealt with the debtors with full knowledge of
their consolidated operations. In re Snider Bros., Inc., 18 B.R. 230, 237-38
(Bankr. Mass. 1982). The existence of cross-corporate guarantees among each of
the debtor entities may also put a party on notice of substantial identity among
affiliates. See In re Commercial Envelope Mfg. Co., 3 B.C.D. 647, 655 (Bankr.
S.D.N.Y. 1977). Estoppel is warranted, even though a creditor may not have dealt
with more than any one debtor at a time, where the knowledge that there existed
an intercorporate relationship could have bolstered confidence in dealing with
any individual corporation because the creditor knew s/he could rely on the
credit and assets of all the entities, not just the one with which s/he was
dealing. Id.

Substantive consolidation is ultimately a test of
balancing of the equities where the court must weigh the economic prejudice of
continued debtor separateness against the economic prejudice of substantive
consolidation. As a court-made doctrine, substantive consolidation is constantly
evolving to meet the realities of the ever-changing and increasingly complex
business world. There is a modern trend towards favoring substantive
consolidation. This trend is driven by judicial cognizance of modern business
practices, which use complex interrelated business structures, involving
interconnected parents and subsidiaries, overlapping directorates, and
integrated administrative, operational and cash management systems. Murray
Indus., Inc., 119 B.R. 820, 832 (Bankr. M.D. Fla. 1990). Substantive
consolidation should be authorized whenever it will benefit the debtors' estates
without betraying legitimate expectations of the debtors and their respective
creditors. Id.

d. The Debtors Meet the Criteria for
Substantive Consolidation

The substantial interrelationship between and among
Fleming and the Filing Subsidiaries warrants substantive consolidation in this
case. For example, the Debtors share a joint corporate structure, joint business
operations and joint liability on the most significant and largest outstanding
debts in these Chapter 11 Cases.

(1) Joint Corporate Structure.

- Fleming operates as the parent company for the Filing
Subsidiaries as well as for the non-filing
subsidiaries and owns 100% of the capital stock
(directly or indirectly) of all of the Filing
Subsidiaries.

- Fleming's officers and directors also serve as
officers and directors of the Filing Subsidiaries'
boards.

- Important decisions were generally made by the
Fleming board and implemented by unanimous consent at
the subsidiary level without separate board meetings.

- The Debtors file joint tax returns and engage in
consolidated audits of their financial records.

- The Debtors file consolidated financial statements
and SEC filings.

(2) Joint Business Operations.

- The Debtors use a centralized cash management system
for operations conducted between themselves, their
affiliates and third parties, including the
Pre-Petition Lenders.

- The Fleming Subsidiaries have no access to capital
outside of Fleming's credit facility because all
funds in the Fleming Subsidiaries' accounts are swept
on a daily basis into Fleming's main concentration
accounts.

- The Filing Subsidiaries were managed as seamless
divisions of Fleming. For example, after the Fleming
acquisition of Core-Mark in June 2002, Core-Mark
interacted with the public as Fleming Convenience, a
division of Fleming. The Debtors also heavily
promoted the acquisition of Core-Mark as creating a
seamless national geographic network with respect to
Fleming Convenience (as discussed in more detail
infra).

- Fleming provides various insurance, SEC reporting and
other administrative services including legal
services for the Fleming Subsidiaries.

- Vendors perceived the Debtors as one integrated
company based on the fact that Vendors of Fleming
Convenience withdrew millions of dollars of credit
from Fleming Convenience because of fears concerning
Fleming Companies, Inc.'s economic condition.

(3) Joint Liability on Debt.

- The Filing Subsidiaries are liable to the
Pre-Petition Lenders for all Pre-Petition Lenders'
Claims arising under Class 2 of the Plan due to a
guarantee on the Pre-Petition Lenders' secured
pre-petition indebtedness executed by the Filing
Subsidiaries.

- The Filing Subsidiaries executed the Bond Guarantees
in favor of the Holders of Old Notes pre-petition and
are thus liable for amounts outstanding under the Old
Notes.

- The PBGC alleges that the Filing Subsidiaries, as
members of Fleming's controlled group, are liable for
the PBGC Claims.

- A substantial majority of the Claims filed against
the Debtors by the Bar Date are against multiple
Debtors for the same underlying debt.

Based upon the Debtors' joint corporate structure,
joint business operations, and joint liability on debt, among other things, the
Debtors believe that Fleming and all Filing Subsidiaries should be consolidated
for Plan purposes. The Debtors have undertaken an extensive factual review of
the factors in support of substantive consolidation and believe that the facts
in these cases warrant substantive consolidation.

For example, the Debtors believe that Core-Mark
International, Inc. ("Core-Mark") as well as its direct subsidiaries should be
consolidated with Fleming. Fleming acquired Core-Mark on June 18, 2002. The code
name for Fleming's acquisition of Core-Mark was "Project Platform." That is,
Fleming acquired Core-Mark as a platform to create a national convenience store
distribution business to compliment its national wholesale distribution
business. Immediately upon acquiring Core-Mark, Fleming went to work on
combining and promoting its new national convenience store distribution
business. For example, from the outset, Fleming instructed Core-Mark to change
the name under which it did business to include a reference to Fleming. Shortly
thereafter, Core-

Mark and Fleming settled on the name "Fleming Convenience." Fleming also gave
operational control of its seven eastern convenience store distribution centers
to Fleming Convenience.

Core-Mark's transformation into Fleming Convenience
was accomplished both within the company and in the outside convenience
distribution world at large. Internally, Core-Mark changed virtually all aspects
of its identity from Core-Mark to Fleming Convenience. The company name on
everything from envelopes and letterhead to human resources forms and employee
benefits plans was changed from Core-Mark to Fleming Convenience. Core-Mark's
intercompany forms that were changed to Fleming Convenience forms included life
insurance forms, health insurance forms, job application forms, 401K plan forms,
designation of beneficiary forms, employee attendance record forms and summary
of benefits forms.

The change from Core-Mark to Fleming Convenience was
just as pronounced to the outside convenience distribution world. After the
acquisition, Core-Mark began answering its phones as Fleming-Convenience,
Fleming-Core-Mark, and/or Core-Mark-Fleming. The company name on the materials
given to the outside convenience distribution world was changed to Fleming
Convenience as well. For example, the name on company e-mails, letterhead,
envelopes, invoices, purchase orders, driver receipt forms, manual check stock,
customer reorder tags, credit-due-us forms and credit applications was changed
from Core-Mark to Fleming Convenience. In addition, shortly after the
acquisition, the business cards of the sales and marketing personnel added the
Fleming Convenience logo, and the business cards of the other Fleming
Convenience personnel changed thereafter as well.

By July 2002, less than a month after its acquisition
by Fleming, Core-Mark was marketing itself to the outside world as Fleming's
national convenience store distribution business. To accomplish this task,
Core-Mark changed the name on its Smart Stock, Smart Set, Cooler Door, Promo
Power and other marketing programs to Fleming Convenience. These Fleming
Convenience marketing materials were sent to its major vendors, as well as its
customers and potential customers. Core-Mark also changed the name on its
monthly newsletter which it sent to vendors and customers alike to Fleming
Convenience.

In addition, at the key convenience store industry
event of the year, the 2002 National Association of Convenience Stores (NACS)
conference in Orlando, Florida, Fleming went to great lengths to inform the
industry of the advent of Fleming Convenience, its new nationwide convenience
store distribution platform. Fleming Convenience sent invitations announcing the
change from Core-Mark to Fleming Convenience to all of the members of NACS,
which included vendors, distributors and customers alike. Fleming Convenience
also solicited its major vendors (now its creditors) to sponsor its much larger
than usual booth at the 2002 NACS Conference. Fleming Conveniences'
solicitations, as well as its NACS booth, heralded the change from Core-Mark to
Fleming Convenience. Fleming Convenience also hosted a golf tournament and a
separate gala at the NACS conference. Over 500 of its customers and vendors
participated in these events where the Fleming Convenience name was prominently
featured.

Fleming also held meetings with the industry's
largest trade credit group, the National Food Manufacturers Credit Group
(NFMCG), in which they discussed the acquisition of Core-Mark and its
transformation to Fleming Convenience. On October 25, 2002, representatives of
Fleming met with the NFMCG's Trade Relations Committee in Scottsdale, Arizona.
In that meeting, they discussed, among other things, Fleming's integration of
Core-Mark. On January 24, 2003, Fleming met again with the Trade Relations
Committee of the NFMCG. In that meeting, they discussed the success of Fleming's
acquisition of Core-Mark and presented the Trade Relations Committee with
consolidated financial information that included Fleming Conveniences' financial
information as well.

That the outside world knew full well of Fleming
Convenience's interconnection with Fleming was evident when the market became
aware of Fleming's financial troubles. Indeed, as early as November 2002, one or
more of Fleming Conveniences' large vendors tightened their credit terms with
Fleming Convenience as a result of an unfavorable article published about
Fleming in the Wall Street Journal. Thereafter, in March 2003, as the market
became more aware of Fleming's troubles, many of Fleming Conveniences' vendors
restricted their credit terms based on the reputed troubles of Fleming.

e. Substantive Consolidation Will Provide A
Benefit To The Estates And Result In A
Higher Recovery For Creditors

Under the circumstances of this case, substantive
consolidation is warranted because there is substantial identity between Fleming
and the Filing Subsidiaries, because the benefits outweigh the harm of
consolidation, because untangling intercompany accounts would be lengthy and
needlessly costly, and because creditors, who may or may not be prejudiced, and
who knew or should have known they were dealing with a single entity, are
estopped from asserting any kind of defense against substantive consolidation,
which will facilitate the expedient consummation of the Plan. In particular, the
very same creditors who, prior to the bankruptcy treated Fleming Convenience as
part of Fleming, cannot now be heard to complain that they did not believe that
they were dealing with Fleming.

A denial of substantive consolidation will result in
lengthy delay as intercompany liabilities and duplicate Claims are adjudicated,
thereby threatening the timely consummation of the Plan and jeopardizing the
patience and credit of customers and vendors willing to work with the
reorganized Debtors, or Core-Mark Newco. These lengthy adjudications will
necessitate large administrative costs, which will consume the assets of the
Debtors' estates that would otherwise be used for distribution to creditors.
Substantive consolidation will benefit the vast majority of creditors, who will
not only benefit from streamlined legal proceedings and the administrative cost
savings that engenders, but will realize a greater distribution than if the
Debtors were forced to pursue separate liquidations or plans. Lastly,
substantive consolidation will benefit the creditors of these cases because it
will facilitate a speedy and cost-effective reorganization that will hasten the
emergence of a viable Fleming Convenience business in which these creditors will
have an interest.

2. Continued Corporate Existence and Vesting of Assets
in the Reorganized Debtors

Each Debtor shall, as a Reorganized Debtor, continue to exist
after the Effective Date as a separate legal entity, each with all the powers of
a corporation or partnership, as applicable, under the laws of its respective
jurisdiction of organization and without prejudice to any right to alter or
terminate such existence (whether by merger or otherwise) under such applicable
state law. Except as otherwise provided in the Plan, on and after the Effective
Date all property of the Estate and any property acquired by the Debtors or the
Reorganized Debtors under the Plan shall vest in the applicable Reorganized
Debtor, free and clear of all Claims, liens, charges or other encumbrances. On
and after the Effective Date, the Reorganized Debtors may operate their
respective businesses and may use, acquire or dispose of property without
supervision or approval by the Bankruptcy Court and free of any restrictions of
the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly
imposed by the Plan and the Confirmation Order.

3. Cancellation of Old Notes, Old Stock and Other Equity
Interests

On the Effective Date, except to the extent otherwise provided
in the Plan, all notes, instruments, certificates and other documents evidencing
(a) the Old Notes, (b) the Old Stock and (c) any stock options, warrants or
other rights to purchase Old Stock shall be canceled, and the obligations of the
Debtors thereunder or in any way related thereto shall be discharged. On the
Effective Date, except to the extent otherwise provided in the Plan, any
indenture relating to any of the foregoing, including, without limitation, the
Indentures, shall be deemed to be canceled, as permitted by section
1123(a)(5)(F) of the Bankruptcy Code, and the obligations of the Debtors
thereunder, except for the obligation to indemnify the Old Notes Trustees, shall
be discharged; provided that the indentures that govern the rights of the Holder
of a Claim and that are administered by the Old Notes Trustees, an agent or
servicer shall continue in effect solely for the purposes of (y) allowing the
Old Notes Trustees, agent or servicer to make the distributions to be made on
account of such Claims under the Plan and to perform such other necessary
administrative functions with respect thereto and (z) permitting the Old Notes
Trustees, agent or servicer to maintain any rights or liens it may have for
fees, costs and expenses under such indenture or other agreement. Any fees or
expenses due to any of the Old Notes Trustees, agent or servicer shall be paid
directly by the Debtors and shall not be deducted from any distributions to the
Holders of Claims and Equity Interests.

4. Issuance of New Securities; Execution of Related
Documents

On or as soon as practicable after the Effective Date,
Core-Mark Newco shall issue all securities, notes, instruments, certificates and
other documents of Core-Mark Newco required to be issued pursuant to the Plan,
including, without limitation, the New Common and Preferred Stock, if
applicable, each of which shall be distributed as provided in the Plan.
Core-Mark Newco shall execute and deliver such other agreements, documents and
instruments, including the Registration Rights Agreement, if applicable.

5. Restructuring Transactions

On or before the Effective Date, Core-Mark Newco, a new
Delaware corporation, shall be formed by certain of the Debtors' creditors or a
nominee on their behalf. Core-Mark Newco shall form two wholly-owned
subsidiaries, Core-Mark Holdings I and Core-Mark Holdings II, both Delaware
corporations, and make a capital contribution of its stock to these entities.
Core-Mark Holdings I and Core-Mark Holdings II shall form another subsidiary,
Core-Mark Holdings III, owned equally by Core-Mark Holdings I and Core-Mark
Holdings II, and shall make a capital contribution of the stock of Core-Mark
Newco to Core-Mark Holdings III. Core-Mark Newco, Core-Mark Holdings I,
Core-Mark Holdings II, Core-Mark Holdings III and Fleming shall engage in
certain transactions on the Effective Date that will result in, among other
things, all of the stock of Core-Mark Newco being distributed in accordance with
Article III of the Plan.

In addition, on or after the Effective Date, the Reorganized
Debtors may continue to enter into such transactions and may continue to take
such actions as may be necessary or appropriate to effect a further corporate
restructuring of their respective businesses, including actions necessary to
simplify, reorganize and rationalize the overall reorganized corporate structure
of the Reorganized Debtors. While the Debtors are presently evaluating potential
restructuring transactions, the contemplated transactions may include (i)
dissolving various unnecessary subsidiary companies, including certain of the
Debtors, (ii) filing appropriate certificates or articles of merger,
consolidation or dissolution pursuant to applicable state law and (iii) any
other action reasonably necessary or appropriate in connection with the
contemplated transactions. In each case in which the surviving, resulting or
acquiring corporation in any of these transactions is a successor to a
Reorganized Debtor, such surviving, resulting or acquiring corporation will
perform the obligations of the applicable Reorganized Debtor pursuant to the
Plan, to pay or otherwise satisfy the Allowed Claims against such Reorganized
Debtor.

6. Corporate Governance, Directors and Officers, and
Corporate Action

a. Amended Certificate of Incorporation and
By-laws

After the Effective Date, the Reorganized Debtors, as
applicable, may, if necessary, reincorporate in their respective states of
incorporation and file their Restated Certificates of Incorporation with the
Secretary of State in the state in which they are incorporated. After the
Effective Date, the Reorganized Debtors may, if necessary, amend and restate
their Restated Certificates of Incorporation and other constituent documents as
permitted by applicable law.

b. Directors and Officers of the Reorganized
Debtors

Subject to any requirement of Bankruptcy Court
approval pursuant to section 1129(a)(5) of the Bankruptcy Code, as of the
Effective Date, the principal officers of the Debtors immediately prior to the
Effective Date will be the officers of the Reorganized Debtors. Pursuant to
section 1129(a)(5), the Debtors will disclose, on or prior to the Confirmation
Date, the identity and affiliations of any Person proposed to serve on the
initial board of directors of Core-Mark Newco and each Reorganized Debtor. The
initial board of directors of Core-Mark Newco shall consist of seven members,
the Chief Executive Officer of Core-Mark Newco,[___] representatives selected by
the Committee and [___] representatives selected by the Equity Investor, if
applicable. To the extent any such Person is an "insider" under the Bankruptcy
Code, the nature of any compensation for such Person will also be disclosed.
Each such director and officer shall serve from and after the Effective Date
pursuant to the terms of such Reorganized Debtor's certificate of incorporation,
and other constituent documents.

c. Corporate Action

After the Effective Date, the adoption and filing, if
necessary, of any of the Reorganized Debtors' Restated Certificates of
Incorporation, the approval of their Restated By-laws, the appointment of
directors and officers for Core-Mark Newco, the adoption of the Management
Incentive Plan, and all other actions contemplated hereby with respect to each
of the Reorganized Debtors shall be authorized and approved in all respects
(subject to the provisions hereof). All matters provided for in the Plan
involving the corporate structure of any Debtor or any Reorganized Debtor, and
any corporate action required by any Debtor or any Reorganized Debtor in
connection with the Plan, shall be deemed to have occurred and shall be in
effect, without any requirement of further action by the security holders or
directors of such Debtor or Reorganized Debtor. On the Effective Date, the
appropriate officers of each Reorganized Debtor and members of the board of
directors of each Reorganized Debtor are authorized and directed to issue,
execute and deliver the agreements, documents, securities and instruments
contemplated by the Plan in the name of and on behalf of such Reorganized
Debtor.

7. The Rights Offering Alternative

In order to fund the Debtors' obligations under the Plan, the
Debtors, among other things, may, in the alternative to the Tranche B Loan,
offer Holders of Class 6 Claim the opportunity to purchase, for cash, additional
equity in the Reorganized Debtors' businesses. This opportunity shall be in the
form of a Rights Offering whereby each Holder of a Class 6 Claim that is listed
on the Rights Participation Schedule (filed with the Plan as Exhibit B) shall be
entitled to exercise its right to purchase shares of Preferred Stock in
Core-Mark Newco ("Equity Subscription Rights"), up to the amount of each
Holder's Rights Participation Claim Amount listed on the Rights Participation
Schedule. The terms and conditions of the Rights Offering and a description of
the Preferred Stock are outlined in the Equity Commitment Letter filed with the
Plan as Exhibit F and Exhibit 5 to the Disclosure Statement.

G. Post-Confirmation Trust

1. Formation/Purpose

On the Effective Date or as soon as practicable thereafter, Core-Mark
Newco will form a Post Confirmation Trust to administer certain of its post
confirmation responsibilities under the Plan, including, but not limited to,
those responsibilities associated with the pursuit and collection of the
Litigation Claims and Causes of Action.

2. Powers

The powers, authority, responsibilities and duties of the Post
Confirmation Trust and the allocation of such powers, authority,
responsibilities and duties between Core-Mark Newco and the Post Confirmation
Litigation Trust shall be set forth and governed by the Post Confirmation Trust
Agreement to be mutually agreed upon by the Debtors and the Committee. The
Debtors and the Committee shall also mutually agree upon appointment of the Post
Confirmation Trustee who shall have the power to administer the Post
Confirmation Trust and will be supervised by the Post Confirmation Trust
Advisory Board as specified in the Post Confirmation Trust Agreement. The Post
Confirmation Trust Advisory Board shall consist of the Post Confirmation Trustee
and [___] additional members, [___] members selected by the Committee, [___]
members selected by the Debtors and one member selected by the Equity Investor,
if applicable.

3. Funding

Upon the Effective Date, the Post Confirmation Trust will be funded
with certain cash on hand and/or certain proceeds from the Exit Financing
Facility and the Tranche B Loan or Rights Offering. In addition, the Post
Confirmation Trust shall have available the proceeds from the prosecution of
Causes of Action. To the extent necessary, Core-Mark Newco will enter into a
post confirmation funding agreement with the Post Confirmation Trust to assure
that the Post Confirmation Trust has appropriate funds to carry out its duties
and responsibilities as set forth in the Post Confirmation Trust Agreement.

H. Creation of Professional Fee Escrow Account

On or before the Effective Date, the Debtors shall establish and fund
the Professional Fee Escrow Account.

I. Executory Contracts

1. Assumption/Rejection of Executory Contracts and
Unexpired Leases

As of the Effective Date, except as otherwise provided in the
Plan, all executory contracts or unexpired leases of the Debtors will be deemed
rejected in accordance with the provisions and requirements of sections 365 and
1123 of the Bankruptcy Code except those executory contracts and unexpired
leases that (i) have been previously rejected or assumed by Order of the
Bankruptcy Court, (ii) are subject to a pending motion to reject or assume,
(iii) are executory contracts and unexpired leases related to the Wholesale
Distribution Business for which the Option Period to assume or reject such
executory contract or unexpired lease has not yet expired or (iv) are
specifically listed on the Assumption Schedule filed with the Plan Supplement.
The Debtors reserve the right for 30 days after the Confirmation Date to modify
the Assumption Schedule to add executory contracts or leases or remove executory
contracts or leases from such Assumption Schedule. The Debtors shall provide
appropriate notice to any party added or removed from the Assumption Schedule
after the Confirmation Date and any such party removed from the Assumption
Schedule shall have thirty days from the receipt of such notice to file a proof
of claim with the Bankruptcy Court.

On the Petition Date, the Debtors were parties to certain
collective bargaining agreements ("CBA's"). The Debtors are assuming the four
(4) CBA's with labor organizations at facilities where the Debtors operations
are on-going, which CBA's are identified on the Assumption Schedule. All other
CBA's in existence on April 1, 2003 between labor organizations and the Debtors
either have been assumed and assigned to facility purchasers or have lapsed or
otherwise terminated in connection with facility or business closings or sales.

2. Claims Based on Rejection of Executory Contracts or
Unexpired Leases

Except as provided in Section VIII.A. of the Plan, all proofs
of Claims with respect to Claims, if any, arising from the rejection of
executory contracts or unexpired leases that are rejected as a result of the
Plan must be filed with the Bankruptcy Court within thirty (30) days after the
Effective Date. Any Claims arising from the rejection of an executory contract
or unexpired lease not filed within such time or any applicable Contract Claims
Bar Date, will be forever barred from asserting against any Debtor or
Reorganized Debtor, their respective Estates, their property and the Post
Confirmation Trust unless otherwise ordered by the Bankruptcy Court or provided
in the Plan.

3. Cure of Defaults for Executory Contracts and
Unexpired Leases Assumed

Any monetary amounts by which each executory contract and
unexpired lease to be assumed pursuant to the Plan is in default shall be
satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of
the default amount in Cash as soon as practicable after the Effective Date or on
such other terms as the parties to such executory contracts or unexpired leases
may otherwise agree. In the event of a dispute regarding: (i) the amount of any
cure payments, (ii) the ability of the applicable Reorganized Debtor or any
assignee to provide "adequate assurance of future performance" (within the
meaning of section 365 of the Bankruptcy Code) under the contract or lease to be
assumed, or (iii) any other matter pertaining to assumption, the cure payments
required by section 365(b)(1) of the Bankruptcy Code shall be made following the
entry of a Final Order resolving the dispute and approving the assumption.

4. Indemnification of Directors, Officers and Employees

law, and specifically excluding any obligation to indemnify the Excluded D&O
Releasees listed on Exhibit C attached to the Plan, shall be deemed and treated
as executory contracts that are assumed by such Reorganized Debtor pursuant to
the Plan and section 365 of the Bankruptcy Code as of the Effective Date.
Accordingly, such indemnification obligations shall be treated as obligations of
the Reorganized Debtors and shall survive unimpaired and unaffected by entry of
the Confirmation Order, irrespective of whether such indemnification is owed for
an act or event occurring before or after the Petition Date.

5. Compensation and Benefit Programs

Except as otherwise expressly provided in the Plan, all
employment and severance agreements and policies, and all compensation and
benefit plans, policies, and programs of the Debtors applicable to their
employees, former employees, retirees and non-employee directors and the
employees, former employees and retirees of their subsidiaries, including,
without limitation, all savings plans, retirement plans, health care plans,
disability plans, severance benefit agreements and plans, incentive plans,
deferred compensation plans and life, accidental death and dismemberment
insurance plans shall be treated as executory contracts under the Plan and on
the Effective Date will be deemed rejected pursuant to the provisions of
sections 365 and 1123 of the Bankruptcy Code, except for those with respect to
the Reorganized Debtors' employees specifically designated on the Benefits
Schedule filed with the Plan Supplement.

J. Distributions

1. Distributions for Claims Allowed as of the Effective
Date

Except as otherwise provided in the Plan or as may be ordered
by the Bankruptcy Court, distributions to be made on the Effective Date on
account of Claims that are Allowed as of the Effective Date and are entitled to
receive distributions under the Plan shall be made on the Effective Date or as
soon thereafter as practicable. Except as evidenced by an electronic entry, as a
condition to receive any distribution under the Plan, each Old Note Holder must
comply with Sections IX.I. and IX.K. of the Plan. All distributions shall be
made in accordance with any applicable Indenture agreement, loan agreement or
analogous instrument or agreement.

2. Distributions by Core-Mark Newco and the Post
Confirmation Trust

Except as otherwise provided in the Plan, Core-Mark Newco or
the Post Confirmation Trust, as applicable, shall make all distributions
required under the Plan. Notwithstanding the provisions of Section V.C. of the
Plan regarding the cancellation of the Indentures, the Indentures shall continue
in effect to the extent necessary to allow the Old Notes Trustees to provide
information to the Exchange Agent to permit distributions of the New Common
Stock and to receive New Common Stock on behalf of the Holders of the Old Notes
and make distributions pursuant to the Plan on account of the Old Notes as agent
for Core-Mark Newco. The Old Notes Trustees (or any agents or servicers)
providing services related to distributions to the Holders of Allowed Old Note
Claims shall receive, from Core-Mark Newco, reasonable compensation for such
services and reimbursement of reasonable expenses incurred in connection with
such services and upon the presentation of invoices to Core-Mark Newco. All
distributions to be made under the Plan shall be made without any requirement
for bond or surety with respect thereto.

3. Interest on Claims

Except as otherwise specifically provided for in the Plan or
in the Confirmation Order, or required by applicable bankruptcy law,
post-petition interest shall not accrue or be paid on any Claims, other than the
Pre-Petition Lender Secured Claims and the DIP Claims, and no Holder of a Claim
shall be entitled to interest accruing on or after the Petition Date on any
Claim.

4. Delivery and Distributions and Undeliverable or
Unclaimed Distributions

a. Delivery of Distributions in General

Distributions to Holders of Allowed Claims shall be
made at the address of the Holder of such Claim as indicated on the records of
Debtors or upon their proofs of Claims, if any, or, if such Holder holds Senior
Note Claims, distributions with respect to such Senior Note Claims will be made
to the Senior Notes Indenture Trustee which will make distributions to Holders
of Old Senior Notes. To the extent the Senior Notes Indenture Trustee makes
distributions to DTC, DTC will, in turn, make appropriate book entries to
reflect the distributions it makes to Holders. Except as otherwise provided by
the Plan or the Bankruptcy Code with respect to undeliverable distributions,
distributions to Holders of Old Note Claims shall be made in accordance with the
provisions of the applicable Indentures.

b. Undeliverable Distributions

(1) Holding of Undeliverable
Distributions. If any distribution
to a Holder of an Allowed Claim is
returned to Core-Mark Newco or the
Post Confirmation Trust as
undeliverable, no further
distributions shall be made to such
Holder unless and until Core-Mark
Newco or the Post Confirmation
Trust is notified in writing of
such Holder's then-current address.
Undeliverable distributions shall
remain in the possession of
Core-Mark Newco or Post
Confirmation Trust subject to
Section IX.E.2(b) of the Plan until
such time as a distribution becomes
deliverable. Undeliverable Cash
shall not be entitled to any
interest, dividends or other
accruals of any kind. As soon as
reasonably practicable, Core-Mark
Newco or the Post Confirmation
Trust shall make all distributions
that become deliverable.

(2) Failure to Claim Undeliverable
Distributions. In an effort to
ensure that all Holders of Allowed
Claims receive their allocated
distributions, as of 120 days after
the Effective Date, the Debtors
will compile a listing of unclaimed
distribution Holders. This list
will be maintained for as long as
the Chapter 11 Cases stay open. Any
Holder of an Allowed Claim
(irrespective of when a Claim
became an Allowed Claim) that does
not assert a Claim pursuant to the
Plan for an undeliverable
distribution (regardless of when
not deliverable) within one year
after the Effective Date shall have
its Claim for such undeliverable
distribution discharged and shall
be forever barred from asserting
any such Claim against any
Reorganized Debtor or its
respective property. In such cases:
(i) any Cash held for distribution
on account of such Claims shall be
the property of Core-Mark Newco or
the Post Confirmation Trust, as
applicable, free of any
restrictions thereon; and (ii) any
New Common Stock held for
distribution on account of such
Claims shall be canceled and of no
further force or effect. Nothing
contained in the Plan shall require
Core-Mark Newco or the Post
Confirmation Trust to attempt to
locate any Holder of an Allowed
Claim or Allowed Equity Interest.

(3) Abandoned Property Law. The
provisions of the Plan regarding
undeliverable distributions will
apply with equal force to
distributions made pursuant to the
Old Note Indentures notwithstanding
any provision in such indenture to
the contrary and notwithstanding
any otherwise applicable escheat,
abandoned or unclaimed property
law.

5. Distribution Record Date

As of the close of business on the Distribution Record Date,
the transfer register for the Old Notes, as maintained by the Debtors, the Old
Notes Trustees or their agents, shall be closed, and there shall be no further
changes in the record Holders of any Old Notes. Moreover, the Reorganized
Debtors shall have no obligation to recognize the transfer of any Old Notes
occurring after the Distribution Record Date and shall be entitled for all
purposes in the Plan to recognize and deal only with those Holders of record as
of the close of business on the Distribution Record Date.

6. Timing and Calculation of Amounts to be Distributed

Except as otherwise provided in the Plan, on the Effective
Date or as soon as practicable thereafter, each Holder of an Allowed Claim
against the Debtors shall receive the distributions that the Plan provides for
Allowed Claims in the applicable Class, provided however, Core-Mark Newco and
the Post Confirmation Trust, as applicable, shall maintain reserve accounts in
trust for the payment or distribution on account of potential or Disputed Claims
and shall make the appropriate adjustments in distributions to adequately take
into consideration and fund such reserve accounts. Core-Mark Newco and the Post
Confirmation Trust, as applicable, shall be authorized to make interim
distributions and any subsequent distributions necessary to distribute any Cash,
New Common Stock or other consideration held in any reserve account to the
appropriate Claim Holder as Claims are resolved and reserves are reduced in
accordance with the Plan. If and to the extent that there are Disputed Claims,
beginning on the date that is 45 calendar days after the end of the month
following the Effective Date and no more than 45 calendar days after the end of
each month thereafter, distributions shall also be made, pursuant to the Plan,
to Holders of Disputed Claims in any Class whose Claims were Allowed during the
preceding month.

7. Minimum Distribution

The New Common Stock will be issued as whole shares. If a
registered record Holder of an Allowed Claim is entitled to the distribution of
a fractional share of New Common Stock, unless otherwise determined and approved
by the Bankruptcy Court, the fractional distribution to which such Holder would
be entitled shall be aggregated with all other such similar distributions by
Core-Mark Newco (or its agent), and as soon as practicable after the Effective
Date, sold by Core-Mark Newco (or its agent) in a commercially reasonable
manner. Upon the completion of such sale, the net proceeds thereof shall be
distributed (without interest), pro rata in the case of New Common Stock, to the
Holders of Allowed Claims, based upon the fractional share of New Common Stock
each such Holder would have been entitled to receive or deemed to hold had
Core-Mark Newco issued fractional shares of New Common Stock. Such distributions
shall be in lieu of any other distribution.

8. Setoffs

The Reorganized Debtors may, pursuant to section 553 of the
Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed
Claim and the distributions to be made pursuant to the Plan on account of such
Claim (before any distribution is made on account of such Claim), the Claims,
rights and Causes of Action of any nature that the Debtors or the Reorganized
Debtors may hold against the Holder of such Allowed Claim; provided that neither
the failure to effect such a setoff nor the allowance of any Claim hereunder
shall constitute a waiver or release by the Debtors or the Reorganized Debtors
of any such Claims, rights and Causes of Action that the Debtors or the
Reorganized Debtors may possess against such Holder, except as specifically
provided in the Plan.

9. Old Notes

Each record Holder of an Allowed Claim relating to the Old
Notes not held through DTC shall either (a) tender its Old Notes relating to
such Allowed Claim in accordance with written instructions to be provided to
such Holders by the applicable Reorganized Debtor as promptly as practicable
following the Effective Date, or (b) if the Holder's Old Note has been
destroyed, lost, stolen or mutilated, comply with Section IX.K. of the Plan.
Such instructions shall specify that delivery of such Old Notes will be
effected, and risk of loss and title thereto will pass, only upon the proper
delivery of such Old Notes with a letter of transmittal in accordance with such

instructions. All surrendered Old Notes shall be marked as canceled. If any
Holder of Old Notes not held through DTC submits bearer bonds without coupons or
coupons only, the Debtors shall adjust the consideration exchanged therefor
appropriately.

10. Failure to Surrender Canceled Instruments

Any Holder of Allowed Claims relating to the Old Notes not
held through DTC that fails to surrender or is deemed to have failed to
surrender its Old Notes required to be tendered hereunder or that has failed to
comply with Section IX.K. of the Plan within one year after the Effective Date
shall have its Claim for a distribution pursuant to the Plan on account of such
Allowed Claim discharged and shall be forever barred from asserting any such
Claim against any Reorganized Debtor or their respective properties. In such
cases, any New Stock held for distribution on account of such Claim shall be
disposed of pursuant to the provisions set forth in Section IX.E. of the Plan.

11. Lost, Stolen, Mutilated or Destroyed Debt Securities

In addition to any requirements under the Indentures or any
related agreement, any Holder of a Claim evidenced by an Old Note not held
through DTC that has been lost, stolen, mutilated or destroyed shall, in lieu of
surrendering such Old Note, deliver to the applicable Reorganized Debtor: (a) an
affidavit of loss reasonably satisfactory to such Reorganized Debtor setting
forth the unavailability of the Old Note not held through DTC; and (b) such
additional security or indemnity as may be reasonably required by such
Reorganized Debtor to hold such Reorganized Debtor harmless from any damages,
liabilities or costs incurred in treating such individual as a Holder of an
Allowed Claim. Upon compliance with this procedure by a Holder of a Claim
evidenced by an Old Note, such Holder shall, for all purposes under the Plan, be
deemed to have surrendered such non-DTC note.

12. Share Reserve

In addition to the provisions of Section X.A.3. of the Plan,
Core-Mark Newco shall be required to establish and maintain an appropriate
reserve of New Common Stock to ensure distribution of New Common Stock to the
Holder of any Disputed Claim upon its allowance.

13. Settlement of Claims and Controversies

Pursuant to Fed. R. Bankr. P. 9019 and in consideration for
the distributions and other benefits provided under the Plan, the provisions of
the Plan shall constitute a good faith compromise and settlement of claims or
controversies relating to the contractual, legal and subordination rights that a
Holder of a Claim may have with respect to any Allowed Claim, or distribution to
be made on account of any such Allowed Claim.

K. Resolution of Disputed Claims

1. Prosecution of Objections to Claims

After the Effective Date, except in regard to objections to
Professional fees and other fees, Core-Mark Newco and the Post-Confirmation
Trustee, as applicable, shall have the exclusive authority to file objections,
settle, compromise, withdraw or litigate to judgment objections to Claims on
behalf of the Debtors and Reorganized Debtors. From and after the Effective
Date, Core-Mark Newco and the Post-Confirmation Trustee, as applicable, may
settle or compromise any Disputed Claim on behalf of the Reorganized Debtors
without approval of the Bankruptcy Court. The party responsible between
Core-Mark Newco and the Post Confirmation Trust for the various Claims shall be
outlined in the Post Confirmation Trust Agreement.

2. Estimation of Claims

previously objected to such Claim or whether the Bankruptcy Court has ruled on
any such objection, and the Bankruptcy Court will retain jurisdiction to
estimate any Claim at any time during litigation concerning any objection to any
Claim, including during the pendency of any appeal relating to any such
objection. In the event that the Bankruptcy Court estimates any contingent or
unliquidated Claim, that estimated amount will constitute either the Allowed
amount of such Claim or a maximum limitation on such Claim, as determined by the
Bankruptcy Court. If the estimated amount constitutes a maximum limitation on
such Claim, Core-Mark Newco and the Post Confirmation Trustee, as applicable,
may elect to pursue any supplemental proceedings to object to any ultimate
payment on such Claim. All of the aforementioned Claims and objection,
estimation and resolution procedures are cumulative and not necessarily
exclusive of one another. Claims may be estimated and subsequently compromised,
settled, withdrawn or resolved by any mechanism approved by the Bankruptcy
Court.

3. Payments and Distributions on Disputed Claims

Notwithstanding any provision in the Plan to the contrary,
except as otherwise agreed by Core-Mark Newco or the Post Confirmation Trust, as
applicable, Core-Mark Newco and the Post Confirmation Trust, as applicable, in
their sole discretion, shall not make any partial payments or partial
distributions with respect to a Disputed Claim until the resolution of such
disputes by settlement or Final Order. On the date or, if such date is not a
Business Day, on the next successive Business Day that is 45 calendar days after
the month in which a Disputed Claim becomes an Allowed Claim, the Holder of such
Allowed Claim will receive all payments and distributions to which such Holder
is then entitled under the Plan. Notwithstanding the foregoing, any Person or
Entity who holds both an Allowed Claim(s) and a Disputed Claim(s) will not
receive the appropriate payment or distribution on the Allowed Claim(s), except
as otherwise agreed by Core-Mark Newco or the Post Confirmation Trust, as
applicable, until the Disputed Claim(s) is or are resolved by settlement or
Final Order. In the event there are Disputed Claims requiring adjudication and
resolution, Core-Mark Newco and the Post Confirmation Trust, as applicable,
shall establish appropriate reserves for potential payment of such Claims.

4. Allowance of Claims

Except as expressly provided in the Plan or in any order
entered in the Chapter 11 Cases prior to the Effective Date (including the
Confirmation Order), no Claim shall be deemed Allowed unless and until such
Claim is deemed Allowed under the Bankruptcy Code and no objection to such Claim
has been filed by the Objection Deadline or the Bankruptcy Court enters a Final
Order in the Chapter 11 Cases allowing such Claim. Except as expressly provided
in the Plan or any order entered in the Chapter 11 Cases prior to the Effective
Date (including the Confirmation Order), the Reorganized Debtors and the Post
Confirmation Trust, as applicable, after confirmation will have and retain any
and all rights, remedies, causes of action and defenses the Debtors had with
respect to any Claim as of the date the Debtors filed their petitions for relief
under the Bankruptcy Code. All Claims of any Person or Entity that may owe money
to the Debtors shall be disallowed unless and until such Person or Entity pays
the amount it owes the Debtors in full.

5. Controversy Concerning Impairment

If a controversy arises as to whether any Claims, or any Class
of Claims, is Impaired under the Plan, the Bankruptcy Court shall, after notice
and a hearing, determine such controversy before the Confirmation Date.

L. Retention Of Jurisdiction

Notwithstanding the entry of the Confirmation Order and the occurrence
of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over
the Chapter 11 Cases after the Effective Date as legally permissible, including
jurisdiction to:

1. allow, disallow, determine, liquidate, classify,
estimate or establish the priority or secured or
unsecured status of any Claim or Equity Interest,
including the resolution of any request for payment
of any Administrative Claim and the resolution of any
and all objections to the allowance or priority of
Claims or Equity Interests;

2. grant or deny any applications for allowance of
compensation or reimbursement of expenses authorized
pursuant to the Bankruptcy Code or the Plan, for
periods ending on or before the Effective Date;

3. resolve any matters related to the assumption,
assumption and assignment or rejection of any
executory contract or unexpired lease to which any
Debtor is party or with respect to which any Debtor
may be liable and to hear, determine and, if
necessary, liquidate, any Claims arising therefrom,
including those matters related to the amendment
after the Effective Date pursuant to Article VII in
the Plan to add or strike any executory contracts or
unexpired leases to the list of executory contracts
and unexpired leases to be assumed;

4. ensure that distributions to Holders of Allowed
Claims are accomplished pursuant to the provisions of
the Plan;

5. decide or resolve any motions, adversary proceedings,
contested or litigated matters and any other matters
and grant or deny any applications involving the
Debtors;

6. enter such orders as may be necessary or appropriate
to implement or consummate the provisions in the Plan
and all contracts, instruments, releases, indentures
and other agreements or documents created in
connection with the Plan or this Disclosure
Statement;

7. resolve any cases, controversies, suits or disputes
that may arise in connection with the occurrence of
the Effective Date, interpretation or enforcement of
the Plan or any Person's or Entity's obligations
incurred in connection with the Plan;

8. issue injunctions, enter and implement other orders
or take such other actions as may be necessary or
appropriate to restrain interference by any Person or
Entity with occurrence of the Effective Date or
enforcement of the Plan, except as otherwise provided
in the Plan;

9. resolve any cases, controversies, suits or disputes
with respect to the releases, injunction and other
provisions contained in Article XII of the Plan and
enter such orders as may be necessary or appropriate
to implement such releases, injunction and other
provisions;

10. enter and implement such orders as are necessary or
appropriate if the Confirmation Order is for any
reason modified, stayed, reversed, revoked or
vacated;

11. determine any other matters that may arise in
connection with or relate to the Plan, this
Disclosure Statement, the Confirmation Order or any
contract, instrument, release, indenture or other
agreement or document created in connection with the
Plan or the Disclosure Statement; and

12. enter an order and/or final decree concluding the
Chapter 11 Cases.

M. Release, Injunctive And Related Provisions

1. Subordination

The classification and manner of satisfying all Claims and
Equity Interests and the respective distributions and treatments hereunder take
into account and/or conform to the relative priority and rights of the Claims
and Equity Interests in each Class in connection with any contractual, legal and
equitable subordination rights relating thereto whether arising under general
principles of equitable subordination, section 510(b) of the Bankruptcy Code or
otherwise, and any and all such rights are settled, compromised and released
pursuant hereto. The Confirmation Order shall permanently enjoin, effective as
of the Effective Date, all Persons and Entities from

enforcing or attempting to enforce any such contractual, legal and equitable
subordination rights satisfied, compromised and settled in this manner.

2. MUTUAL RELEASES BY RELEASEES

ON AND AFTER THE EFFECTIVE DATE, FOR GOOD AND VALUABLE
CONSIDERATION, INCLUDING THE SERVICES OF THE RELEASEES TO FACILITATE THE
EXPEDITIOUS REORGANIZATION OF THE DEBTORS AND THE IMPLEMENTATION OF THE
RESTRUCTURING CONTEMPLATED BY THE PLAN, EACH OF THE RELEASEES SHALL BE DEEMED TO
HAVE UNCONDITIONALLY RELEASED ONE ANOTHER FROM ANY AND ALL CLAIMS (AS DEFINED IN
SECTION 101(5) OF THE BANKRUPTCY CODE), OBLIGATIONS, RIGHTS, SUITS, DAMAGES,
REMEDIES AND LIABILITIES WHATSOEVER, INCLUDING ANY CLAIMS THAT COULD BE ASSERTED
ON BEHALF OF A DEBTOR, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN,
EXISTING OR HEREINAFTER ARISING, IN LAW, EQUITY OR OTHERWISE, THAT THE RELEASEES
OR THEIR SUBSIDIARIES WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT IN THEIR OWN
RIGHT (WHETHER INDIVIDUALLY OR COLLECTIVELY) OR ON BEHALF OF THE HOLDER OF ANY
CLAIM OR EQUITY INTEREST OR OTHER PERSON OR ENTITY, BASED IN WHOLE OR IN PART
UPON ANY ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT OR OTHER OCCURRENCE
TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE, EXCEPT FOR CASES OF WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE AND PROVIDED THAT THE DEBTORS, THE REORGANIZED
DEBTORS AND THE POST CONFIRMATION TRUSTEE RESERVE THEIR RIGHTS TO BRING
AVOIDANCE ACTIONS, COLLECT VENDOR DEDUCTIONS, OR ASSERT SETOFF, RECOUPMENT AND
OTHER SIMILAR DEFENSES OR CLAIMS AGAINST MEMBERS OF THE COMMITTEE WITH RESPECT
TO DEBTORS' ORDINARY COURSE BUSINESS DEALINGS WITH SUCH COMMITTEE MEMBERS.

3. RELEASES BY HOLDERS OF CLAIMS

ON AND AFTER THE EFFECTIVE DATE, EACH CLAIM HOLDER THAT HAS
AFFIRMATIVELY VOTED TO ACCEPT THE PLAN SHALL BE DEEMED TO HAVE UNCONDITIONALLY
RELEASED THE RELEASEES FROM ANY AND ALL CLAIMS, OBLIGATIONS, RIGHTS, SUITS,
DAMAGES, REMEDIES AND LIABILITIES WHATSOEVER, INCLUDING ANY CLAIMS THAT COULD BE
ASSERTED ON BEHALF OF A DEBTOR, WHETHER KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, EXISTING OR HEREAFTER ARISING, IN LAW, EQUITY OR OTHERWISE, THAT
SUCH CLAIM HOLDER WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER
INDIVIDUALLY OR COLLECTIVELY), BASED IN WHOLE OR IN PART UPON ANY ACT OR
OMISSION, TRANSACTION, AGREEMENT, EVENT OR OTHER OCCURRENCE TAKING PLACE ON OR
BEFORE THE EFFECTIVE DATE IN ANY WAY RELATING OR PERTAINING TO (w) THE PURCHASE
OR SALE, OR THE RESCISSION OF A PURCHASE OR SALE, OF ANY SECURITY OF A DEBTOR,
(x) A DEBTOR, REORGANIZED DEBTOR OR CORE-MARK NEWCO, (y) THE CHAPTER 11 CASES OR
(z) THE NEGOTIATION, FORMULATION AND PREPARATION OF THE PLAN, OR ANY RELATED
AGREEMENTS, INSTRUMENTS OR OTHER DOCUMENTS EXCEPT FOR CASES OF WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE.

4. INDEMNIFICATION

THE DEBTORS, REORGANIZED DEBTORS AND CORE-MARK NEWCO SHALL BE
JOINTLY AND SEVERALLY OBLIGATED TO INDEMNIFY ALL D&O RELEASEES AND THEIR
RESPECTIVE AFFILIATES, AGENTS AND PROFESSIONALS AGAINST ANY CLAIMS, OBLIGATIONS,
SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS, CAUSE OF ACTION OR
LIABILITIES WHETHER DIRECT OR INDIRECT, DERIVATIVE, LIQUIDATED OR UNLIQUIDATED,
FIXED OR CONTINGENT, MATURED OR UNMATURED, KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, THEN EXISTING OR THEREAFTER ARISING, IN LAW, EQUITY OR OTHERWISE,
THAT ARE BASED IN WHOLE OR IN PART ON ANY ACT OR OMISSION, TRANSACTION, EVENT OR
OTHER OCCURRENCE TAKING PLACE ON OR PRIOR TO THE EFFECTIVE DATE IN ANY WAY
RELATING OR PERTAINING TO THE DEBTORS, THE REORGANIZED DEBTORS, CORE-MARK NEWCO,
THE CHAPTER 11 CASES, THE PLAN OR THIS DISCLOSURE STATEMENT EXCEPT FOR CASES OF
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THE DEBTORS WILL FUND THE PURCHASE OF
TAIL LIABILITY COVERAGE UNDER THE DEBTORS' DIRECTORS AND OFFICERS INSURANCE
POLICIES.

5. EXCULPATION

THE DEBTORS, THE REORGANIZED DEBTORS, CORE-MARK NEWCO, THE D&O
RELEASEES, THE POST-PETITION LENDERS, THE OLD NOTES TRUSTEES, THE COMMITTEE, THE
POST CONFIRMATION TRUSTEE, AND THE POST CONFIRMATION ADVISORY BOARD, AND THEIR
MEMBERS AND PROFESSIONALS (ACTING IN SUCH CAPACITY) SHALL NEITHER HAVE NOR INCUR
ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY PRE- OR POST-PETITION ACT TAKEN OR
OMITTED TO BE TAKEN IN CONNECTION WITH OR RELATED TO THE FORMULATION,
NEGOTIATION, PREPARATION, DISSEMINATION, IMPLEMENTATION, ADMINISTRATION,
CONFIRMATION OR OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN, THE DISCLOSURE
STATEMENT OR ANY CONTRACT, INSTRUMENT, RELEASE OR OTHER AGREEMENT OR DOCUMENT
CREATED OR ENTERED INTO IN

CONNECTION WITH THE PLAN OR ANY OTHER PRE-PETITION OR POST-PETITION ACT TAKEN OR
OMITTED TO BE TAKEN IN CONNECTION WITH, OR IN CONTEMPLATION OF, RESTRUCTURING OF
THE DEBTORS.

6. DISCHARGE OF CLAIMS AND TERMINATION OF EQUITY
INTERESTS

EXCEPT AS OTHERWISE PROVIDED IN THE PLAN: (1) THE RIGHTS
AFFORDED IN THE PLAN AND THE TREATMENT OF ALL CLAIMS AND EQUITY INTERESTS IN THE
PLAN, SHALL BE IN EXCHANGE FOR AND IN COMPLETE SATISFACTION, DISCHARGE AND
RELEASE OF CLAIMS AND EQUITY INTERESTS OF ANY NATURE WHATSOEVER, INCLUDING ANY
INTEREST ACCRUED ON CLAIMS FROM AND AFTER THE PETITION DATE, AGAINST ANY DEBTOR
OR ANY OF ITS RESPECTIVE ASSETS OR PROPERTIES, (2) ON THE EFFECTIVE DATE, ALL
SUCH CLAIMS AGAINST, AND EQUITY INTERESTS IN, ANY DEBTOR SHALL BE SATISFIED,
DISCHARGED AND RELEASED IN FULL AND (3) ALL PERSONS AND ENTITIES SHALL BE
PRECLUDED FROM ASSERTING AGAINST ANY REORGANIZED DEBTOR, ITS SUCCESSORS OR ITS
ASSETS OR PROPERTIES ANY OTHER OR FURTHER CLAIMS OR EQUITY INTERESTS BASED UPON
ANY ACT OR OMISSION, TRANSACTION OR OTHER ACTIVITY OF ANY KIND OR NATURE THAT
OCCURRED PRIOR TO THE CONFIRMATION DATE.

7. INJUNCTION

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN, ALL
HOLDERS OF CLAIMS AND EQUITY INTERESTS ARE PERMANENTLY ENJOINED, FROM AND AFTER
THE EFFECTIVE DATE, FROM (a) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION
OR OTHER PROCEEDING OF ANY KIND ON ANY SUCH CLAIM OR INTEREST AGAINST THE
DEBTORS, THEIR ESTATES, CORE-MARK NEWCO OR THE REORGANIZED DEBTORS; (b) THE
ENFORCEMENT, ATTACHMENT, COLLECTION OR RECOVERY BY ANY MANNER OR MEANS OF ANY
JUDGMENT, AWARD, DECREE OR ORDER AGAINST THE DEBTORS, THEIR ESTATES, CORE-MARK
NEWCO OR THE REORGANIZED DEBTORS; (c) CREATING, PERFECTING, OR ENFORCING ANY
ENCUMBRANCE OF ANY KIND AGAINST THE PROPERTY OR INTERESTS IN PROPERTY OF THE
DEBTORS, THEIR ESTATES, CORE-MARK NEWCO OR THE REORGANIZED DEBTORS; AND (d)
ASSERTING ANY RIGHT OF SETOFF, SUBROGATION OR RECOUPMENT OF ANY KIND AGAINST ANY
OBLIGATION DUE FROM THE DEBTORS OR AGAINST THE PROPERTY OF THE DEBTORS, THEIR
ESTATES, CORE-MARK NEWCO OR THE REORGANIZED DEBTORS WITH RESPECT TO ANY SUCH
CLAIM OR EQUITY INTEREST, UNLESS SUCH RIGHT OF SETOFF, SUBROGATION OR RECOUPMENT
HAS BEEN PREVIOUSLY ASSERTED IN A TIMELY FILED PROOF OF CLAIM.

8. Impact of Plan on Pending Litigation

Pursuant to Section III.B.12 of the Plan, Other
Securities Claims and Interests, including, but not limited to, the securities
litigation by current or former Fleming shareholders described in Section V.C.6
herein, will be permanently enjoined and any claims thereunder discharged.
Litigation involving directors and officers of the Debtors, including, but not
limited to, that described in Section V.C.6 herein may be subject to the
releases contained in Section XII of the Plan. Litigation that is not deemed an
Other Securities Claim or Interest or is not effected by the releases contained
in Section XII of the Plan, and is not otherwise discharged, settled or expunged
in accordance with the Plan, will be permanently enjoined pursuant to Section
XII.C of the Plan, and any Allowed Claims generally will be treated as Class 6
Claims.

9. Consideration for Releases, Indemnification and
Exculpation

As defined above, the Releases provided for herein to
the Releasees are made in exchange for the significant contributions made by the
Releasees to the Debtors and the reorganization efforts. Certain Releasees, like
the Debtors' officers, directors, employees and Professionals, have made
contributions both in the form of the time and effort they have dedicated to the
reorganization process. Others, like the members of the Creditors' Committee and
their Professionals, in addition to their time and effort, have contributed
significantly by striving to obtain consensus among their constituents for the
joint Plan to benefit all unsecured creditors. Without these contributions, the
Debtors' reorganization certainly would be compromised.

N. Conditions Precedent to Plan Consummation

It shall be a condition to Confirmation of the Plan that all
provisions, terms and conditions of the Plan are approved in the Confirmation
Order.

O. Conditions Precedent to Occurrence of the Effective Date

It shall be a condition to occurrence of the Effective Date of the Plan
that the following conditions shall have been satisfied or waived pursuant to
the provisions of Section XI.C. thereof:

1. The Confirmation Order confirming the Plan, as the
Plan may have been modified, shall have been entered
and become a Final Order in form and substance
satisfactory to the Debtors and the Committee and
shall provide that, among other things:

a. the Debtors and Reorganized Debtors are
authorized and directed to take all actions
necessary or appropriate to enter into,
implement and consummate the contracts,
instruments, releases, leases, indentures
and other agreements or documents created in
connection with the Plan;

b. the provisions of the Confirmation Order are
nonseverable and mutually dependent;

c. Core-Mark Newco is authorized to issue the
New Common Stock, Preferred Stock, if
applicable, and Management Options; and

d. the New Common Stock and the Preferred Stock
and the Equity Subscription Rights, if
applicable, issued under the Plan are exempt
from registration under the Securities Act
pursuant to section 1145 of the Bankruptcy
Code, except to the extent that Holders of
the New Common Stock or Preferred Stock are
"underwriters," as that term is defined in
section 1145 of the Bankruptcy Code or the
offer and sale of the Preferred Stock to the
Equity Investor shall be qualified under the
section 4(2) private placement exemption
contained in the Securities Act.

2. The following agreements, in form and substance
satisfactory to the Reorganized Debtors and the
Committee shall have been tendered for delivery and
all conditions precedent thereto shall have been
satisfied:

a. Exit Financing Agreement;

b. Tranche B Loan Agreement, if applicable;

c. The Equity Commitment Letter, if applicable;

d. Registration Rights Agreements, if any; and

e. Management Incentive Plan.

3. The Certificate of Incorporation of Core-Mark Newco
shall have been filed with the Secretary of State of
the State of Delaware.

4. All actions, documents and agreements necessary to
implement the Plan shall have been effected or
executed.

5. The new board of directors of Core-Mark Newco shall
have been appointed.

6. The Reorganized Debtors shall have established and
funded the Professional Fee Escrow Account.

7. The appropriate Final Orders recognizing and
implementing the Plan in Canada shall have been
obtained from the Canadian CCAA Court.

8. The Post Confirmation Trust shall be established and
all actions, documents and agreements necessary to
implement the Post Confirmation Trust shall have been
effected or executed.

9. The granting of the Equity Subscription Rights, if
applicable, and the issuance of the New Common Stock
and Preferred Stock issuable upon the exercise of the
Equity Subscription Rights under the Plan shall be
exempt from the prospectus and registration
requirements and the first trade thereof shall be
exempt from the prospectus requirements of the
securities laws of each of the provinces of Canada
(including, to the extent necessary, pursuant to an
order or orders issued by the applicable Canadian
securities regulators granting relief from any such
prospectus and registration requirements that would
otherwise be applicable).

P. Waiver of Conditions

Except as otherwise required by the terms of the Plan, the Debtors,
with the consent of the Committee, may waive any of the conditions to
Confirmation of the Plan and/or to occurrence of the Effective Date of the Plan
set forth in Article XI of the Plan at any time, without notice, without leave
or order of the Bankruptcy Court, and without any formal action other than
proceeding to confirm and/or consummate the Plan.

Q. Effect of Non-occurrence of Conditions to Occurrence of the
Effective Date

If the occurrence of the Effective Date of the Plan does not occur by
______, 2004, the Plan shall be null and void in all respects and nothing
contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver
or release of any Claims by or against, the Debtors; (2) prejudice in any manner
the rights of the Debtors; or (3) constitute an admission, acknowledgment, offer
or undertaking by the Debtors in any respect.

R. Severability Of Plan Provisions

The provisions of the Plan shall not be severable unless such severance
is agreed to by the Debtors and the Committee, if applicable, or, if after the
Effective Date, by Core-Mark Newco and the Post Confirmation Advisory Committee
on behalf of the Post Confirmation Estates, and such severance would constitute
a permissible modification of the Plan pursuant to section 1127 of the
Bankruptcy Code.

S. Miscellaneous Provisions

1. Effectuating Documents, Further Transactions and
Corporation Action

Each of the Debtors and Reorganized Debtors is authorized to
execute, deliver, file or record such contracts, instruments, releases and other
agreements or documents and take such actions as may be necessary or appropriate
to effectuate, implement and further evidence the terms and conditions hereof
and the notes and securities issued pursuant to the Plan.

Prior to, on or after the Effective Date (as appropriate), all
matters provided for hereunder that would otherwise require approval of the
shareholders or directors of the Debtors or Reorganized Debtors shall be deemed
to have occurred and shall be in effect prior to, on or after the Effective Date
(as appropriate) pursuant to the applicable general corporation law of the
states where each of the Debtors is organized without any requirement of further
action by the shareholders or directors of any Debtor or Reorganized Debtor.

2. Dissolution of Committee

The Creditors' Committee shall be dissolved on the Effective
Date, and members shall be released and discharged from all rights and duties
arising from, or related to, the Chapter 11 Cases.

3. Payment of Statutory Fees

All fees payable pursuant to section 1930(a) of Title 28 of
the United States Code, as determined by the Bankruptcy Court at the hearing
pursuant to section 1128 of the Bankruptcy Code, shall be paid for each quarter
(including any fraction thereof) until the Chapter 11 Case is converted,
dismissed or closed, whichever occurs first.

4. Modification of Plan

Subject to the limitations contained in the Plan, (1) the
Debtors, with the consent of the Committee, reserve the right, in accordance
with the Bankruptcy Code and the Bankruptcy Rules, to amend or modify the Plan
prior to the entry of the Confirmation Order and (2) after the entry of the
Confirmation Order, the Debtors or the Reorganized Debtors, as the case may be,
with the consent of the Committee or the Post Confirmation Trust Advisory Board,
may upon order of the Bankruptcy Court, amend or modify the Plan, in accordance
with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or
reconcile any inconsistency in the Plan in such manner as may be necessary to
carry out the purpose and intent of the Plan.

5. Revocation of Plan

The Debtors reserve the right to revoke or withdraw the Plan
prior to the Confirmation Date and to file subsequent plans of reorganization.
If the Debtors revoke or withdraw the Plan, or if Confirmation or occurrence of
the Effective Date does not occur, then (a) the Plan shall be null and void in
all respects, (b) any settlement or compromise embodied in the Plan (including
the fixing or limiting to an amount certain any Claim or Equity Interest or
Class of Claims or Equity Interests), assumption or rejection of executory
contracts or leases affected by the Plan, and any document or agreement executed
pursuant to the Plan, shall be deemed null and void, and (c) nothing contained
in the Plan shall (i) constitute a waiver or release of any Claims by or
against, or any Equity Interests in, such Debtors or any other Person, (ii)
prejudice in any manner the rights of such Debtors or any other Person or (iii)
constitute an admission of any sort by the Debtors or any other Person.

6. Environmental Liabilities

Nothing in the Plan discharges, releases or precludes any
environmental liability that is not a Claim. Furthermore, nothing in the Plan
discharges, releases or precludes any environmental claim of the United States
that arises on or after the Confirmation Date or releases any Reorganized Debtor
from liability under environmental law as the owner or operator of property that
such Reorganized Debtors owns or operates after the Confirmation Date. In
addition, nothing in the Plan releases or precludes any environmental liability
to the United States as to any Person or Entity other than the Debtors or
Reorganized Debtors.

7. Successors and Assigns

The rights, benefits and obligations of any Person or Entity
named or referred to in the Plan shall be binding on, and shall inure to the
benefit of, any heir, executor, administrator, successor or assign of such
Person or Entity.

8. Reservation of Rights

Except as expressly set forth herein, the Plan shall have no
force or effect unless the Bankruptcy Court shall enter the Confirmation Order.
None of the filing of the Plan, any statement or provision contained in the
Plan, or the taking of any action by the Debtors with respect to the Plan shall
be or shall be deemed to be an

admission or waiver of any rights of the Debtors with respect to the Holders of
Claims or Equity Interests prior to the Effective Date.

9. Section 1146 Exemption

Pursuant to section 1146(c) of the Bankruptcy Code, any
transfers of property pursuant to the Plan shall not be subject to any document
recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage
tax, stamp act, real estate transfer tax, mortgage recording tax or other
similar tax or governmental assessment in the United States, and the
Confirmation Order shall direct the appropriate state or local governmental
officials or agents to forgo the collection of any such tax or governmental
assessment and to accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or
governmental assessment.

10. Further Assurances

The Debtors, Reorganized Debtors, Core-Mark Newco and all
Holders of Claims receiving distributions hereunder and all other parties in
interest shall, from time to time, prepare, execute and deliver any agreements
or documents and take any other actions as may be necessary or advisable to
effectuate the provisions and intent of the Plan.

11. Service of Documents

Any pleading, notice or other document required by the Plan to
be served on or delivered to any Reorganized Debtor or the Committee shall be
sent by first class U.S. mail, postage prepaid to:

Kirkland & Ellis LLP Milbank Tweed Hadley & McCloy LLP
200 E. Randolph Drive One Chase Manhattan Plaza
Chicago, Illinois 60601 New York, New York 10005
Attn: Geoffrey A. Richards Attn: Dennis Dunne
Janet S. Baer

and

Pepper Hamilton LLP
Pachulski, Stang, Ziehl, Young, Jones & 100 Renaissance Center
Weintraub P.C. Suite 3600
919 North Market Street Detroit, Michigan 48243-1157
Sixteenth Floor Attn: I. William Cohen
P.O. Box 8705
Wilmington, Delaware 19899-8705
Attn: Laura Davis Jones

12. Filing of Additional Documents

On or before the Effective Date, the Debtors with the consent
of the Creditors' Committee may file with the Bankruptcy Court such agreements
and other documents as may be necessary or appropriate to effectuate and further
evidence the terms and conditions hereof.

13. Transactions on Business Days

If the date on which a transaction may occur under the Plan
shall occur on a day that is not a Business Day, then such transaction shall
instead occur on the next succeeding Business Day.

14. Post-Effective Date Fees and Expenses

From and after the Effective Date, Core-Mark Newco shall, in
the ordinary course of business and without the necessity for any approval by
the Bankruptcy Court, pay the reasonable professional fees and expenses incurred
by Core-Mark Newco and the Committee, if applicable, related to the Consummation
and implementation of the Plan.

15. Conflicts

To the extent any provision of this Disclosure Statement or
any document executed in connection therewith or any documents executed in
connection with the Confirmation Order (or any exhibits, schedules, appendices,
supplements or amendments to any of the foregoing) conflicts with, or is in any
way inconsistent with, the terms of the Plan, the terms and provisions of the
Plan shall govern and control.

16. Term of Injunctions or Stays

Unless otherwise provided in the Plan or in the Confirmation
Order, all injunctions or stays in effect in the Chapter 11 Cases under sections
105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and
still extant on the Confirmation Date (excluding any injunctions or stays
contained in the Plan or the Confirmation Order), shall remain in full force and
effect until the Effective Date. All injunctions or stays contained in the Plan
or the Confirmation Order shall remain in full force and effect in accordance
with their terms.

17. Entire Agreement

The Plan and the Plan Supplement (as amended) supersede all
previous and contemporaneous negotiations, promises, covenants, agreements,
understandings and representations on such subjects, all of which have become
merged and integrated into the Plan.

18. Closing of the Chapter 11 Cases

The Post-Consummation Estate shall promptly, upon the full
administration of the Chapter 11 Cases, file with the Bankruptcy Court all
documents required by Fed. R. Bankr. P. 3022 and any applicable order of the
Bankruptcy Court to close the Chapter 11 Cases.

VII. DEBTORS' RETAINED CAUSES OF ACTION

A. Maintenance of Causes of Action

Except as otherwise provided in the Plan, Core-Mark Newco, the
Reorganized Debtors and the Post Confirmation Trust, as applicable, shall retain
all rights on behalf of the Debtors, Core-Mark Newco and the Reorganized Debtors
to commence and pursue, as appropriate, any and all Causes of Action, whether
such Causes of Action accrued before or after the Petition Date, including, but
not limited to the actions specified in Section VI.B. of the Plan, as well as
those Causes of Action listed on Exhibit D to the Plan, in any court or other
tribunal including, without limitation, in an adversary proceeding filed in one
or more of the Debtors' Chapter 11 Cases.

Except as otherwise provided in the Plan, in accordance with section
1123(b)(3) of the Bankruptcy Code, any Claims, rights and Causes of Action that
the respective Debtors, Core-Mark Newco and the Reorganized Debtors may hold
against any Person shall vest in Core-Mark Newco or the Post Confirmation Trust,
as applicable. Core-Mark Newco shall retain and may exclusively enforce any and
all such Claims, rights or Causes of Action and commence, pursue and settle the
Causes of Action in accordance with the Plan, provided the Post Confirmation
Trust may commence, pursue and settle certain Causes of Action, including, but
not necessarily limited to, the Litigation Claims as outlined more fully in the
Post Confirmation Trust Agreement. Core-Mark Newco and/or the Post Confirmation
Trust, if applicable, shall have the exclusive right, authority and discretion
to institute, prosecute, abandon, settle or compromise any and all such claims,
rights and Causes of Action without the consent or approval of any third party
and without any further order of court.

B. Preservation of Causes of Action

The Debtors are currently investigating whether to pursue potential
Causes of Action against any Creditors or other Persons. The investigation has
not been completed to date, and under the Plan, Core-Mark Newco and/or the Post
Confirmation Trust, as applicable, retain the right on behalf of the Debtors and
Reorganized Debtors to commence and pursue any and all Causes of Action.
Potential Causes of Action currently being investigated by the Debtors, which
may, but need not, be pursued by the Debtors before the Effective Date or by
Core-Mark Newco and/or the Post Confirmation Trust, as applicable, after the
Effective Date include, without limitation, the causes of action identified on
Exhibit D to the Plan, and the following Causes of Action set forth below:

- All actual or potential avoidance actions pursuant to any
applicable section of the Bankruptcy Code, including, without
limitation, sections 544, 545, 547, 548, 549, 550, 551, 553(b)
and/or 724(a) of the Bankruptcy Code, arising from any transaction
involving or concerning the Debtors;

- Any lawsuits for, or in any way involving, the collection of
accounts receivable or any matter related to the Plan;

- Any actions against landlords, lessees, sublessees, or assignees
arising from various leases, subleases and assignment agreements
relating thereto, including, without limitation, actions for
overcharges relating to taxes, common area maintenance and other
similar charges;

- Any litigation or lawsuit initiated by any of the Debtors that is
currently pending, whether in the Bankruptcy Court, before the
American Arbitration Association or any other court or tribunal;

- Potential actions for breaches of fiduciary duty, negligent
mismanagement and wasting of corporate assets and corporate
opportunity and/or arising under any of the Debtors' directors and
officers insurance policies against any of the Debtors' prepetition
directors and officers except the D&O Releasees;

- Any and all actions against all Persons except the D&O Releasees
arising out of, or in connection with, the prepetition management,
operation and/or reporting of financial or other information except
as may be prohibited by the Plan;

- Actions to recover amounts improperly awarded to employees under
the terms of any prepetition employment or change-in-control
agreement;

- All actions against third parties with respect to prepetition
violations of applicable federal or state securities laws;

- Any and all actual or potential breach of contract claims against
any customers or Entities who improperly exited the Debtors' system
or who violated the automatic stay after the Petition Date;

- Any and all potential Causes of Action against any customer or
vendor who has improperly asserted or taken action through setoff
or recoupment; and

- Any and all actions, whether legal, equitable or statutory in
nature, arising out of, or in connection with, the Debtors'
business or operations.

In addition, there may be numerous other Causes of Action which
currently exist or may subsequently arise that are not set forth in the Plan,
because the facts upon which such Causes of Action are based are not fully or
currently known by the Debtors and, as a result, cannot be raised during the
pending of the Chapter 11 Cases (collectively, the "Unknown Causes of Action").
The failure to list any such Unknown Cause of Action in the Plan, or on Exhibit
D to the Plan is not intended to limit the rights of Core-Mark Newco to pursue
any Unknown Cause of Action to the extent the facts underlying such Unknown
Cause of Action become fully known to the Debtors.

C. Preservation of All Causes of Action Not Expressly Settled or
Released

Unless a Claim or Cause of Action against a Creditor or other Person is
expressly waived, relinquished, released, compromised or settled in the Plan or
any Final Order, the Debtors expressly reserve such Claim or Cause of Action for
later adjudication by Core-Mark Newco or the Post Confirmation Trust, as
applicable, (including, without limitation, Unknown Causes of Action) and,
therefore, no preclusion doctrine, including, without, limitation, the doctrines
of res judicata, collateral estoppel, issue preclusion, claim preclusion,
waiver, estoppel (judicial, equitable, or otherwise) or laches shall apply to
such Claims or Causes of Action upon or after the Confirmation or Effective Date
of the Plan based on the Disclosure Statement, the Plan or the Confirmation
Order, except where such Claims or Causes of Action have been released in the
Plan or other Final Order. In addition, the Debtors, Core-Mark Newco, the
Reorganized Debtors, the Post Confirmation Trust, as applicable, and the
successor entities under the Plan expressly reserve the right to pursue or adopt
any Claim alleged in any lawsuit in which the Debtors are defendants or an
interested party, against any Person or Entity, including, without limitation,
the plaintiffs or co-defendants such lawsuits.

Any Person to whom the Debtors have incurred an obligation (whether on
account of services, purchase or sale of goods or otherwise), or who has
received services from Debtors or a transfer of money or property of the
Debtors, or who has transacted business with the Debtors, or leased equipment or
property from the Debtors should assume that such obligation, transfer, or
transaction may be reviewed by the Debtors subsequent to the Effective Date and
may, if appropriate, be the subject of an action after the Effective Date,
whether or not (i) such Entity has filed a proof of claim against the Debtors in
these Bankruptcy Cases; (ii) such Creditor's proof of claim has been objected
to; (iii) such Creditor's Claim was included in the Debtors' Schedules; or (iv)
such Creditor's scheduled claim has been objected to by the Debtors or has been
identified by the Debtors as disputed, contingent, or unliquidated.

VIII. FEASIBILITY OF THE PLAN AND THE BEST INTERESTS TEST

At the Confirmation Hearing, the Bankruptcy Court shall determine
whether the requirements of section 1129 of the Bankruptcy Court have been
satisfied. If so, the Bankruptcy Court shall enter the Confirmation Order.
Debtors believe that the Plan satisfies or will satisfy the applicable
requirements, as follows:

- The Plan complies with the applicable provisions of the
Bankruptcy Code.

- The Debtors and the Creditors' Committee, as Plan proponents,
will have complied with the applicable provisions of the
Bankruptcy Code.

- The Plan has been proposed in good faith and not by any means
forbidden by law.

- Any payment made or promised under the Plan for services or
for costs and expenses in, or in connection with, the Chapter
11 Cases, or in connection with the Plan and incident to the
case, has been disclosed to the Bankruptcy Court, and any such
payment made before the confirmation of the Plan is
reasonable, or if such payment is to be fixed after the
confirmation of the Plan, such payment is subject to the
approval of the Bankruptcy Court as reasonable.

- With respect to each Class of Impaired Claims or Equity
Interests, either each Holder of a Claim or Equity Interest of
such Class has accepted the Plan or will receive or retain
under the Plan on account of such Claim or Equity Interest
property of a value, as of the Effective Date, that is not
less than the amount that such Holder would receive or retain
if the Debtors were liquidated on such date under Chapter 7 of
the Bankruptcy Code.

- Each Class of Claims or Equity Interests that is entitled to
vote on the Plan will either have accepted the Plan or will
not be impaired under the Plan, or the Plan may be confirmed
without the approval of each voting Class pursuant to section
1129(b) of the Bankruptcy Code.

- Except to the extent that the Holder of a particular Claim
will agree to a different treatment of such Claim, the Plan
provides that Allowed Administrative, Allowed Priority Tax
Claims and Allowed Other Priority Claims will be paid in full
on the Effective Date, or as soon thereafter as practicable.

- At least one Class of Impaired Claims or Equity Interests will
have accepted the Plan, determined without including any
acceptance of the Plan by any insider holding a Claim of such
Class.

- Confirmation of the Plan is not likely to be followed by the
liquidation, or the need for further financial reorganization,
of the Debtors or any successor to the Debtors under the Plan,
unless such liquidation or reorganization is proposed in the
Plan.

- All fees of the type described in 28 U.S.C. Section 1930,
including the fees of the United States Trustee, will be paid
as of the Effective Date.

Debtors believe that (a) the Plan satisfies or will satisfy all of the
statutory requirements of Chapter 11 of the Bankruptcy Code, (b) it has
complied, or will have complied, with all of the requirements of Chapter 11 and
(c) the Plan has been proposed in good faith.

A. Feasibility of the Plan

To confirm the Plan, the Bankruptcy Court must find that confirmation
of the Plan is not likely to be followed by the liquidation or the need for
further financial reorganization of the Debtors. This requirement is imposed by
section 1129(a)(11) of the Bankruptcy Code and is referred to as the
"feasibility" requirement. The Debtors believe that they will be able to timely
perform all obligations described in the Plan and, therefore, that the Plan is
feasible.

To demonstrate the feasibility of the Plan, the Debtors have prepared
financial projections for Fiscal Years 2004 through 2007, as set forth in
Exhibit 3 attached hereto. The projections indicate that Core-Mark Newco and the
Post-Confirmation Trust, if applicable, should have sufficient cash flow to pay
and service their debt obligations and to fund their operations. Accordingly,
the Debtors believe that the Plan satisfies the feasibility requirement of
section 1129(a)(II) of the Bankruptcy Code. As noted in the projections,
however, the Debtors caution that no representations can be made as to the
accuracy of the projections or as to the Reorganized Debtors' ability to achieve
the projected results. Many of the assumptions upon which the projections are
based are subject to uncertainties outside the control of the Debtors. Some
assumptions inevitably will not materialize, and events and circumstances
occurring after the date on which the projections were prepared may be different
from those assumed or may be unanticipated, and may adversely affect the
Debtors' financial results. Therefore, the actual results can be expected to
vary from the projected results and the variations may be material and adverse.

THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE WITH
THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC
ACCOUNTANTS, THE PRACTICES RECOGNIZED TO BE IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, OR THE RULES AND REGULATIONS OF THE SEC
REGARDING PROJECTIONS. FURTHERMORE, THE PROJECTIONS HAVE NOT BEEN AUDITED BY THE
DEBTORS' INDEPENDENT ACCOUNTANTS. ALTHOUGH PRESENTED WITH NUMERICAL SPECIFICITY,
THE PROJECTIONS ARE BASED UPON A VARIETY OF ASSUMPTIONS, SOME OF WHICH IN THE
PAST HAVE NOT BEEN ACHIEVED AND WHICH MAY NOT BE REALIZED IN THE FUTURE, AND ARE
SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND
CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS.
CONSEQUENTLY, THE PROJECTIONS SHOULD NOT BE REGARDED AS A REPRESENTATION OR
WARRANTY BY THE DEBTORS, OR ANY OTHER PERSON, THAT THE PROJECTIONS WILL BE
REALIZED. ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE PRESENTED IN THE
PROJECTIONS.

B. Best Interests Test

1. Generally

Even if a plan is accepted by each class of holders of claims
and interests, the Bankruptcy Code requires the bankruptcy court to determine
that the plan is in the "best interests" of all holders of claims and interests
that are impaired by the plan and that have not accepted the plan. The "best
interests" test, as set forth in section 1129(a)(7) of the Bankruptcy Code,
requires a bankruptcy court find either that (i) all members of an impaired
class of claims or interests have accepted the plan or (ii) the plan will
provide a member who has not accepted the plan with a recovery of property of a
value, as of the effective date of the plan, that is not less than the amount
that such holder would recover if the debtor were liquidated under Chapter 7 of
the Bankruptcy Code.

To calculate the probable distribution to members of each
impaired class of holders of claims and interests if the debtor were liquidated
under Chapter 7, a bankruptcy court must first determine the aggregate dollar
amount that would be generated from the debtor's assets if its Chapter 11 case
were converted to a Chapter 7 case under the Bankruptcy Code. This "liquidation
value" would consist primarily of the proceeds from a forced sale of the
debtor's assets by a Chapter 7 trustee.

The amount of liquidation value available to unsecured
creditors would be reduced by, first, the claims of secured creditors to the
extent of the value of their collateral, and, second, by the costs and expenses
of liquidation, as well as by other administrative expenses and costs of both
the Chapter 7 case and the Chapter 11 case. A liquidation under Chapter 7 does
not affect the priority of several holders of claims to be paid first. Costs of
liquidation under Chapter 7 of the Bankruptcy Code would include the
compensation of a trustee, as well as of counsel and other professionals
retained by the trustee, asset disposition expenses, all unpaid expenses
incurred by the debtor in its bankruptcy case (such as compensation of
attorneys, financial advisors, and restructuring consultants) that are allowed
in the Chapter 7 case, litigation costs, and claims arising from the operations
of the debtor during the pendency of the bankruptcy case. The liquidation itself
would trigger certain priority payments that otherwise would be due in the
ordinary course of business. Those priority claims would be paid in full from
the liquidation proceeds before the balance would be made available to pay
general unsecured claims or to make any

distribution in respect of equity interests. The liquidation also would prompt
the rejection of a large number of executory contracts and unexpired leases and
thereby create a significantly higher number of unsecured claims. As a general
matter, a liquidation under Chapter 7 will not affect the rights of letter of
credit beneficiaries, including certain sureties who posted bonds that the
Debtors purchased for various business, litigation and other reasons.

Once the court ascertains the recoveries in liquidation of
secured creditors and priority claimants, it must determine the probable
distribution to general unsecured creditors and equity security holders from the
remaining available proceeds in liquidation. If such probable distribution has a
value greater than the distributions to be received by such creditors and equity
security holders under a debtor's plan, then such plan is not in the best
interests of creditors and equity security holders.

2. Debtors' Best Interests Test

The Debtors' liquidation analysis (the "Best Interests
Analysis") is attached hereto as Exhibit 4. The Debtors believe that any Best
Interests Analysis is speculative. For example, the Best Interests Analysis
necessarily contains an estimate of the amount of Claims which will ultimately
become Allowed Claims. In preparing the Best Interests Analysis, the Debtors
have projected the amount of Allowed Claims based upon a review of their
scheduled and filed proofs of claim. No order or finding has been entered by the
Bankruptcy Court estimating or otherwise fixing the amount of Claims at the
projected amounts of Allowed Claims set forth in the Best Interests Analysis.
Although the analysis was prepared after the deadline for filing Claims against
the Debtors' estates, those Claims have not been fully evaluated by the Debtors.
In preparing the Best Interests Analysis, the Debtors have projected a range for
the amount of Allowed Claims with the low end of the range the lowest reasonable
amount of Claims and the high end of the range the highest reasonable amount of
the Claims, thus allowing assessment of the most likely range of Chapter 7
liquidation dividends to the holders of the Allowed Claims. The estimate of the
amount of Allowed Claims set forth in the Best Interests Analysis should not be
relied on for any other purpose, including, without limitation, any
determination of the value of any distribution to be made on account of Allowed
Claims and Interests under the Plan. In addition, as noted above, the valuation
analysis of the Reorganized Debtors also contains numerous estimates and
assumptions. For example, the value of the New Common Stock cannot be determined
with precision due to the absence of a public market for the New Common Stock.

Notwithstanding the difficulties in quantifying recoveries to
creditors with precision, the Debtors believe that, taking into account the Best
Interests Analysis and the valuation analysis (outlined in section VIII.C.
herein) of the Reorganized Debtors, the Plan meets the "best interests" test of
section 1129(a)(7) of the Bankruptcy Code. The Debtors believe that the members
of each Impaired Class will receive at least as much under the Plan as they
would in a liquidation in a hypothetical chapter 7 case. Claim Holders will
receive a better recovery through the distributions contemplated by the Plan
because the continued operation of the Debtors as going concerns rather than a
forced liquidation will allow the realization of more value for the Debtors'
assets. Although the Analysis was prepared after the deadline for filing Claims
against the estates of the Debtors, those Claims have not been fully evaluated
by the Debtors or adjudicated by the Bankruptcy Court and, accordingly, the
amount of the final Allowed Claims against the Estates may differ from the Claim
amounts used in this Analysis. Finally, the Analysis is based on the Debtors'
projected balance sheet as of April 30, 2004 (except as indicated), and the
actual amount of assets available to the Estates as of the date of liquidation
may differ from the amount of assets used in this Analysis. Conversion of these
Chapter 11 Cases to Chapter 7 would likely result in additional costs to the
Estates. Costs of liquidation under Chapter 7 of the Bankruptcy Code would
include the compensation of a trustee, as well as of counsel and other
professionals retained by the trustee, asset dispositions expenses, all unpaid
expenses incurred by the Debtors in the Chapter 11 Cases (such as compensation
of attorneys, financial advisors and restructuring consultants) that are allowed
in the Chapter 7 case, litigation costs, and Claims arising from the operations
of the Debtors during the pendency of the bankruptcy cases. Lastly, in the event
of liquidation, the aggregate amount of General Unsecured Claims will no doubt
increase significantly (as reflected in the high range estimate), and such
Claims will be subordinated to priority claims that will be created. For
example, employees will file Claims for wages, pensions and other benefits, some
of which will be entitled to priority. Landlords will no doubt file large Claims
for both unsecured and priority amounts. The resulting increase in both general
unsecured and priority Claims will decrease percentage recoveries to Holders of
General Unsecured Claims of the Debtors. All of these factors lead to the
conclusion that recoveries under the Plan would be at least as much, and in many
cases significantly greater, than the recoveries available in a Chapter 7
liquidation.

C. Estimated Valuation of the Reorganized Debtors

The reorganized value for Core-Mark Newco was determined based upon two
valuation methodologies, both of which are described more fully below. To
determine the equity value for Core-Mark Newco, an estimate for long-term debt
at the Effective Date was subtracted from the reorganized value.

The two primary methodologies used to determine the reorganized
enterprise value of Core-Mark Newco were: (i) an analysis of transaction value
as a multiple of various operating statistics for selected public merger and
acquisition transactions involving companies that are similar to Core-Mark
Newco, which calculated multiples were then applied to the operating metrics of
Core-Mark Newco, and (ii) a calculation of the present value of the free cash
flows under the Projections, including assumptions for a terminal value. Both
methodologies rely upon the Projections for Core-Mark Newco, which were prepared
by management with the assistance of AP Services LLC. A third methodology was
considered, based on an analysis of public market value as a multiple of various
operating statistics for selected public companies that are similar to Core-Mark
Newco; however, the methodology was not used because it was concluded there were
no appropriate publicly-traded comparable companies on which to base a
meaningful analysis. Based upon the two methods described above, the estimated
reorganized enterprise value for Core-Mark Newco at the Effective Date is
approximately $275 million to $325 million, with $300 million used as the
midpoint estimate. The Committee has not yet agreed to this valuation.

Precedent Transaction Analysis. The precedent transaction analysis
("Precedent Transaction Analysis") estimates value by examining selected public
merger and acquisition transactions. An analysis of a company's transaction
value as a multiple of various operating statistics provides valuation multiples
for companies in similar lines of businesses to Core-Mark Newco. Multiples for
selected precedent transactions were calculated based on the purchase price
(including any debt assumed) paid. These multiples were then applied to
Core-Mark Newco's key operating statistics to determine the reorganized value of
Core-Mark Newco to a potential buyer.

Each of the multiples based on precedent transactions was evaluated and
judgments were made as to their relative significance in determining the
reorganized value of Core-Mark Newco. No reorganization or acquisition value
used in any analysis is identical to a target reorganization or transaction and
as a result, valuation conclusions cannot be based solely upon quantitative
results. The reasons for, and circumstances surrounding, each acquisition
transaction are specific to such acquisition and there are inherent differences
between the businesses, operations and prospects of each. Therefore, qualitative
judgments must be made concerning the differences between the characteristics of
these reorganizations and transactions and other factors and issues, which could
affect the target's value.

Multiples of various financial results to the acquisition values of
these companies were calculated and analyzed. Most emphasis was placed on
multiples based upon revenue and operational earnings before interest, taxes,
depreciation and amortization ("EBITDA"). On the basis of enterprise value as a
multiple of 2004 projected revenues, the precedent transactions indicated a
range of 0.07x to 0.09x. On the basis of enterprise value as a multiple of 2004
projected EBITDA, the precedent transactions indicated a range of 5.0x to 6.0x.
As discussed above, the determination of these multiple ranges took into account
a variety of factors, both quantitative and qualitative. In addition, due to the
fact that the results of a Precedent Transaction Analysis often reflect a
control premium, or are impacted by a competitive dynamic due to multiple
bidders, the valuation multiples indicate aspects of value not necessarily
present in a reorganization.

By applying the ranges of multiples to the Projections, the range of
values is as follows: $180 million (5.0x 2004 Projected EBITDA) to $220 million
(6.0x 2004 Projected EBITDA) and $290 million (0.07x 2004 Projected Revenue) to
$375 million (0.09x 2004 Projected Revenue). The valuation results using the
revenue and EBITDA multiples were then increased by $55 million, an estimate for
the additional value from the projected near-term cash flow benefit from
resuming certain trade terms, which is not captured when applying multiples to
the Projections. Adjusting the above range of values for this amount, the
enterprise value ranges for Core-Mark Newco are as follows: $235 million to $275
million (based upon 2004 Projected EBITDA) and $345 million to $430 million
(based upon 2004 Projected Revenue).

Discounted Cash Flow Analysis. The discounted cash flow analysis
("DCF") valuation methodology relates the value of an asset or business to the
present value of expected future cash flows to be generated by that

asset or business. The DCF methodology is a "forward looking" approach that
discounts the expected future cash flows by a theoretical or observed discount
rate determined by calculating an estimated cost of debt and equity for
Core-Mark Newco based upon similar companies. The DCF analysis has two
components: the present value of the projected un-levered free cash flows based
upon the Projections and the present value of the terminal value (representing
Core-Mark Newco's value beyond the time horizon of the Projections).

As the estimated cash flows, estimated discount rate and expected
capital structure are used to derive a potential value for Core-Mark Newco, an
analysis of the results of such an estimate is not purely mathematical, but
instead involves complex considerations and judgments concerning potential
variances in the projected financial and operating characteristics of Core-Mark
Newco, as well as other factors that could affect the future prospects and cost
of capital considerations for Core-Mark Newco.

In calculating the un-levered free cash flows for Core-Mark Newco, the
Projections (from May 1, 2004 to December 31, 2007), prepared by management,
served as the primary input. Beginning with annual earnings before interest and
taxes (EBIT), the analysis taxed EBIT at an assumed rate of 40% to calculate an
un-levered net income figure. The analysis then added back the non-cash
operating expense of depreciation and amortization. In addition, other factors
affecting free cash flow were taken into account, such as the change in working
capital, capital expenditures and liability expenditures, all of which do not
affect the income statement and therefore require separate adjustment in the
calculation of free cash flow.

The unlevered cash flows and the estimate for terminal value were
discounted to a present value using an estimate for Core-Mark Newco's
post-restructuring weighted average cost of capital ("WACC"). The WACC was
calculated based on a number of assumptions regarding, among other things,
Core-Mark Newco's projected capital structure and costs of debt and equity. The
estimated ratio of debt to equity for Core-Mark Newco's capital structure
reflects the estimated indebtedness as of the Effective Date and during the
Projection period. Core-Mark Newco's estimated cost of debt was based upon the
estimated cost of an exit facility. Core-Mark Newco's estimated cost of equity
was derived using the capital asset pricing model, which assumes that the
required equity return is a function of the risk-free cost of capital and the
correlation of a publicly traded stock's performance to the return of the
overall market. Also included in the calculation of the cost of equity was an
implementation risk premium of 10.0% to 15.0% to reflect the risks associated
with the fundamental and unproven changes to the ongoing operations for
Core-Mark Newco, which are currently being implemented by management.

The DCF analysis used a WACC range of 15.0% to 20.0%, which included
the calculation of a cost of equity of 20.0% to 30.0% (including the
implementation risk premium of 10.0% to 15.0%) with a target debt to capital
ratio of 25.0% to 30.0%. The after-tax cost of debt is itself weighted based on
the projected tranches of debt outstanding. The exit multiple used in the
terminal value calculation was based upon the EBITDA multiple used in the
precedent transaction analysis, which was 5.0x to 6.0x 2007 projected EBITDA.
Considering the above assumptions, the range of enterprise value is as follows:
$280 million (Discount Rate of 20.0%, Exit EBITDA Multiple of 5.0x) to $370
million (Discount Rate of 15.0%, Exit EBITDA Multiple of 6.0x).

Calculation of Core-Mark Newco Equity Value. To determine the equity
value of Core-Mark Newco, the estimated long-term indebtedness of approximately
$80m was subtracted from the reorganized enterprise value of $275m to $325m,
resulting in Core-Mark Newco equity value of approximately $195m to $245m. The
long-term indebtedness of Core-Mark Newco at the Effective Date is projected to
include $35m of senior secured debt in the form of letters of credit ("LCs")
outstanding, $45m of drawings under a junior secured Tranche B Loan, inclusive
of a 2.5% issuance fee (payable either in cash or stock). Initially, in excess
of $120m of LCs are expected to be placed under a senior secured facility.
However, it is expected that $35m of these LCs will eventually be drawn and are
therefore considered as debt; the remaining contingent LCs are expected to be
released, expire undrawn or remain outstanding long-term.

The calculation of Core-Mark Newco Equity Value does not consider
future dilution that could occur upon the exercise of options and warrants
distributed to management and Tranche B Lenders. All such options are expected
to have an exercise or strike price based upon the reorganized value of
Core-Mark Newco.

ESTIMATES OF VALUE DO NOT PURPORT TO BE APPRAISALS NOR DO THEY
NECESSARILY REFLECT THE VALUE WHICH MAY BE REALIZED IF ASSETS ARE SOLD. THE

ESTIMATES OF VALUE REPRESENT HYPOTHETICAL REORGANIZED ENTERPRISE VALUES ASSUMING
THE IMPLEMENTATION OF THE CORE-MARK NEWCO BUSINESS PLAN AS WELL AS OTHER
SIGNIFICANT ASSUMPTIONS. SUCH ESTIMATES WERE DEVELOPED SOLELY FOR PURPOSES OF
FORMULATING AND NEGOTIATING A PLAN OF REORGANIZATION AND ANALYZING THE PROJECTED
RECOVERIES THEREUNDER.

THE ESTIMATED ENTERPRISE VALUE IS HIGHLY DEPENDENT UPON ACHIEVING THE
FUTURE FINANCIAL RESULTS SET FORTH IN THE PROJECTIONS AS WELL AS THE REALIZATION
OF CERTAIN OTHER ASSUMPTIONS WHICH ARE NOT GUARANTEED.

THE VALUATIONS SET FORTH HEREIN REPRESENT ESTIMATED REORGANIZATION
VALUES AND DO NOT NECESSARILY REFLECT VALUES THAT COULD BE ATTAINABLE IN PUBLIC
OR PRIVATE MARKETS. THE EQUITY VALUE ASCRIBED IN THE ANALYSIS DOES NOT PURPORT
TO BE AN ESTIMATE OF THE POST-REORGANIZATION MARKET VALUE. SUCH SALABLE VALUE,
IF ANY, MAY BE MATERIALLY DIFFERENT FROM THE REORGANIZATION EQUITY VALUE RANGES
ASSOCIATED WITH THE VALUATION ANALYSIS.

D. Confirmation Without Acceptance by All Impaired Classes: The
`Cramdown' Alternative

Section 1129(b) of the Bankruptcy Code provides that a plan may be
confirmed even if it has not been accepted by all impaired classes as long as at
least one impaired class of claims has accepted it. The Bankruptcy Court may
confirm the plan at the request of the debtors notwithstanding the plan's
rejection (or deemed rejection) by impaired classes as long as the plan "does
not discriminate unfairly" and is "fair and equitable" as to each impaired class
that has not accepted it. A plan does not discriminate unfairly within the
meaning of the Bankruptcy Code if a dissenting class is treated equally with
respect to other classes of equal rank.

A plan is fair and equitable as to a class of secured claims that
rejects such plan if the plan provides (1) (a) that the holders of claims
included in the rejecting class retain the lien securing those claims, whether
the property subject to those liens is retained by the debtor or transferred to
another entity, to the extent of the allowed amount of such claims, and (b) that
each holder of a claim of such class receives on account of that claim deferred
cash payments totaling at least the allowed amount of that claim of a value, as
of the effective date of the plan, of at least the value of the holder's
interest in the estate's interest in such property; (2) for the sale, subject to
section 363(k) of the Bankruptcy Code, of any property that is subject to the
liens securing the claims included in the rejecting class, free and clear of the
liens, with the liens to attach to the proceeds of the sale, and the treatment
of the liens on proceeds under clause (1) or (2) of this paragraph; or (3) for
the realization by such holders of the indubitable equivalent of such claims.

A plan is fair and equitable as to a class of unsecured claims which
rejects a plan if the plan provides (1) for each holder of a claim included in
the rejecting class to receive or retain on account of that claim property that
has a value, as of the effective date of the plan, equal to the allowed amount
of such claim; or (2) that the holder of any claim or interest that is junior to
the claims of such rejecting class will not receive or retain on account of such
junior claim or interest any property at all.

A plan is fair and equitable as to a class of equity interests that
rejects a plan if the plan provides (1) that each holder of an interest included
in the rejecting class receive or retain on account of that interest property
that has a value, as of the effective date of the plan, equal to the greatest of
the allowed amount of any fixed liquidation preference to which such holder is
entitled, any fixed redemption price to which such holder is entitled, or the
value of such interest; or (2) that the holder of any interest that is junior to
the interest of such rejecting class will not receive or retain under the plan
on account of such junior interest any property at all.

The votes of holders of Claims and Equity Interests under Classes 8, 9
and 10 are not being solicited because such holders are not entitled to receive
or retain under the Plan any interest in property on account of their Claims and
Equity Interests. Such Classes therefore are deemed to have rejected the Plan
pursuant to section 1126(g) of the Bankruptcy Code. Accordingly, the Debtors are
seeking confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy
Code with respect to such Classes and may seek confirmation pursuant to the Plan
as to other Classes if such Classes vote to reject the Plan. Notwithstanding the
deemed rejection by such Classes, the

Debtors believe that Classes 8, 9 and 10 are being treated fairly and equitably
under the Bankruptcy Code. The Debtors therefore believe the Plan may be
confirmed despite its deemed rejection by these Classes.

IX. IMPORTANT CONSIDERATIONS AND RISK FACTORS

A. The Debtors Have No Duty To Update

The statements contained in this Disclosure Statement are made by the
Debtors as of the date hereof, unless otherwise specified herein, and the
delivery of this Disclosure Statement after that date does not imply that there
has been no change in the information set forth herein since that date. The
Debtors have no duty to update this Disclosure Statement.

B. No Representations Outside The Disclosure Statement Are
Authorized

No representations concerning or related to the Debtors, the Chapter 11
Cases or the Plan are authorized by the Bankruptcy Court or the Bankruptcy Code,
other than as set forth in this Disclosure Statement. Any representations or
inducements made to secure your acceptance, or rejection, of the Plan that are
other than as contained in, or included with, this Disclosure Statement should
not be relied upon by you in arriving at your decision. You should promptly
report unauthorized representations or inducements to Debtors' counsel,
Creditors' Committee counsel, and the Office of the United States Trustee.

C. Information Presented Is Based On The Debtors' Books And
Records, And No Audit Was Performed

While the Debtors have endeavored to present information fairly in this
Disclosure Statement, because of Debtors' financial difficulties, as well as the
complexity of Debtors' financial matters, the Debtors' books and records upon
which this Disclosure Statement is based might be incomplete or inaccurate. The
financial information contained herein, unless otherwise expressly indicated, is
unaudited.

D. All Information Was Provided by Debtors And Was Relied Upon By
Professionals

Each of Kirkland & Ellis LLP and Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C. were approved by the Bankruptcy Court to represent the Debtors
effective as of the Petition Date as general insolvency co-counsel. All counsel
and other professionals for the Debtors have relied upon information provided by
the Debtors in connection with preparation of this Disclosure Statement.
Although counsel for the Debtors have performed certain limited due diligence in
connection with the preparation of this Disclosure Statement, counsel have not
verified independently the information contained herein.

E. Projections And Other Forward Looking Statements Are Not
Assured, And Actual Results Will Vary

Certain of the information contained in this Disclosure Statement is,
by nature, forward looking, and contains estimates and assumptions which might
ultimately prove to be incorrect, and contains projections which may be
materially different from actual future experiences. There are uncertainties
associated with any projections and estimates, and they should not be considered
assurances or guarantees of the amount of funds or the amount of Claims in the
various classes that might be allowed.

1. Claims Could Be More Than Projected

The allowed amount of Claims in each Class could be
significantly more than projected, which in turn, could cause the value of
distributions to be reduced substantially. If Administrative Claims and/or Other
Priority Claims exceed projections, it may impair the value of the New Common
Stock being distributed to the Holders of Class 6 Claims.

2. Projections

While the Debtors believe that their projections are reasonable, there
can be no assurance that they will be realized, resulting in recoveries that
could be significantly less than projected.

F. This Disclosure Statement Was Not Approved By The Securities
And Exchange Commission

Although a copy of this Disclosure Statement was served on the SEC and
the SEC was given an opportunity to object to the adequacy of this Disclosure
Statement before the Bankruptcy Court approved it, this Disclosure Statement was
not registered under the Securities Act or applicable state securities laws.
Neither the SEC nor any state regulatory authority or Canadian Securities
Administrator has passed upon the accuracy or adequacy of this Disclosure
Statement, the exhibits to the Plan or the statements contained herein, and any
representation to the contrary is unlawful.

G. No Legal Or Tax Advice Is Provided To You By This Disclosure
Statement

The contents of this Disclosure Statement should not be construed as
legal, business or tax advice. Each creditor or Holder of Equity Interest should
consult his, her or its own legal counsel and accountant as to legal, tax and
other matters concerning his, her, or its Claim or equity interest.

This Disclosure Statement is not legal advice to you. This Disclosure
Statement may not be relied upon for any purpose other than to determine how to
vote on the Plan or object to confirmation of the Plan.

H. No Admissions Made

Nothing contained herein shall constitute an admission of any fact or
liability by any party (including, without limitation, the Debtors) or to be
deemed evidence of the tax or other legal effects of the Plan on the Debtors or
on Holders of Claims or Equity Interests.

I. No Waiver Of Right To Object Or Right To Recover Transfers And
Estate Assets

A creditor's vote for or against the Plan does not constitute a waiver
or release of any Claims or rights of the Debtors (or any party in interest, as
the case may be) to object to that creditor's Claim, or recover any
preferential, fraudulent or other voidable transfer or estate assets, regardless
of whether any Claims of the Debtors or their respective estates are
specifically or generally identified herein.

1. Business Factors and Competitive Conditions

a. General Economic Conditions

In their financial projections, the Debtors have
assumed that the general economic conditions of the United States economy will
improve over the next several years. An improvement of economic conditions is
subject to many factors outside the Debtors' control, including interest rates,
inflation, unemployment rates, consumer spending, war, terrorism and other such
factors. Any one of these or other economic factors could have a significant
impact on the operating performance of Core-Mark Newco. There is no guarantee
that economic conditions will improve in the near term.

b. Business Factors

The Debtors believe that they will succeed in
implementing and executing their operational restructuring for the benefit of
all constituencies. However, there are risks that the goals of the Debtors'
going-forward business plan and operational restructuring strategy will not be
achieved. In such event, the Debtors may be forced to sell all or parts of their
business, develop and implement further restructuring plans not contemplated
herein or become subject to further insolvency proceedings. Because the Claims
of substantially all creditors will be converted into equity in Core-Mark Newco
under the Plan, in the event of further restructurings or insolvency proceedings
of Core-Mark Newco, the equity interests of such persons could be substantially
diluted or even cancelled.

c. Competitive Conditions

In addition to uncertain economic and business
conditions, Core-Mark Newco will likely face competitive pressures and other
third party actions, including pressures from pricing and other promotional
activities of competitors as well as new competition. Core-Mark Newco's
anticipated operating performance will be impacted by these and other
unpredictable activities by competitors.

d. Other Factors

Other factors that Holders of Claims should consider
are potential regulatory and legal developments that may impact Core-Mark
Newco's business. Although these and other such factors are beyond the Debtors'
control and cannot be determined in advance, they could have a significant
impact on Core-Mark Newco's operating performance.

2. Access to Financing and Trade Terms

The Debtors' operations are dependent on the availability and
cost of working capital financing and trade terms provided by vendors and may be
adversely affected by any shortage or increased cost of such financing and trade
vendor support. The Debtors' postpetition operations have been financed from
operating cash flow and borrowings pursuant to the DIP Credit Facility. The
Debtors believe that substantially all of their needs for funds necessary to
consummate the Plan and for post-Effective Date working capital financing will
be met by projected operating cash flow, the Exit Financing Facility and trade
terms supplied by vendors, collection of Causes of Action and the Tranche B Loan
or the Rights Offering. However, if the Reorganized Debtors or Core-Mark Newco
require working capital and trade financing greater than that provided by such
sources, they may be required either to (a) obtain other sources of financing or
(b) curtail their operations.

No assurance can be given, however, that any additional
financing will be available, if at all, on terms that are favorable or
acceptable to the Reorganized Debtors or Core-Mark Newco. The Debtors believe
that it is important to their going-forward business plan that their performance
meet projected results in order to ensure continued support from vendors and
factors. There are risks to the Reorganized Debtors in the event such support
erodes after emergence from Chapter 11 that could be alleviated by remaining in
Chapter 11. Chapter 11 affords a debtor such as Fleming the opportunity to close
facilities and liquidate assets relatively expeditiously, tools that will not be
available to the Reorganized Debtors upon emergence. However, the Debtors
believe that the benefits of emergence from Chapter 11 at this time outweigh the
potential costs of remaining in Chapter 11, and that emergence at this time is
in the long-term operational best interests of the Debtors and their creditors.

3. Market for New Securities

There can be no assurance that an active market for any of the
securities to be distributed pursuant to the Plan, including the New Common
Stock or Preferred Stock as applicable, will develop, and no assurance can be
given as to the prices at which such securities might be traded. Moreover, there
can be no assurances that Core-Mark Newco will be successful in its attempt to
have the New Common Stock listed on a national securities exchange, a foreign
securities exchange or a national quotation system such as the Nasdaq National
Market.

The ultimate value of Reorganized Debtors will not be
determined until such time as an active market for the New Common Stock develops
and the securities begin to trade. The valuation of Core-Mark Newco could be
substantially lower than that estimated by the Debtors in the Disclosure
Statement and could be adversely impacted over time if Core-Mark Newco's
business plan does not meet expectations or if factors beyond Core-Mark Newco's
control materialize, including war, terrorist attacks, recession or further
weakening of the economy.

4. Impact of Interest Rates

Changes in interest rates and foreign exchange rates may
affect the fair market value of the Debtors' assets. Specifically, decreases in
interest rates will positively impact the value of the Debtors' assets and

the strengthening of the dollar will negatively impact the value of their net
foreign assets, although the value of such foreign assets is very small in
relation to the value of the Debtors' operations as a whole.

J. Bankruptcy Law Risks and Considerations

1. Confirmation of the Plan is Not Assured

Although the Debtors believe that the Plan will satisfy all
requirements necessary for Confirmation by the Bankruptcy Court, there can be no
assurance that the Bankruptcy Court will reach the same conclusion. There can
also be no assurance that modifications to the Plan will not be required for
Confirmation or that such modifications would not necessitate resolicitation of
votes.

2. The Plan May Be Confirmed Without the Approval of All
Creditors Through So-Called "Cramdown"

If one or more Impaired Classes of Claims does not accept the
Plan, the Bankruptcy Court may nonetheless confirm the Plan at the Debtors'
request, if all other conditions for Confirmation have been met and at least one
Impaired Class of Claims has accepted the Plan (without including the vote of
any insider in that Class) and, as to each Impaired Class that has not accepted
the Plan, the Bankruptcy Court determines that the Plan does not discriminate
unfairly and is fair and equitable.

The votes of holders of Claims and Equity Interests under
Classes 8, 9 and 10 are not being solicited because such holders are not
entitled to receive or retain under the Plan any interest in property on account
of their Claims and Equity Interests. Such Classes therefore are deemed to have
rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.
Accordingly, the Debtors are seeking confirmation of the Plan pursuant to
section 1129(b) of the Bankruptcy Code with respect to such Classes and may seek
confirmation pursuant to the Plan as to other Classes if such Classes vote to
reject the Plan. Notwithstanding the deemed rejection by such Classes, the
Debtors believe that Classes 8, 9 and 10 are being treated fairly and equitably
under the Bankruptcy Code. The Debtors therefore believe the Plan may be
confirmed despite its deemed rejection by these Classes.

3. The Effective Date Might Be Delayed or Never Occur

There can be no assurance as to the timing of the Effective
Date or that it will occur. If the conditions precedent to the Effective Date
set forth in the Plan have not occurred or been waived, the Confirmation Order
shall be vacated in accordance with the Plan and such Confirmation Order. In
that event, no Distributions would be made, and the Holders of Claims and Equity
Interests would be restored to their previous position as of the moment before
Confirmation, and the Debtors' obligations for Claims and the Equity Interests
would remain unchanged.

4. The Projected Value of Estate Assets Might Not Be
Realized

In the Best Interests Analysis, the Debtors project the value
of the Estates' Assets which would be available for payment of expenses and
distributions to Holders of Allowed Claims, as set forth in the Plan. The
Debtors have made certain assumptions, as described in the notes to the Best
Interests Analysis contained in Exhibit 4 to the Disclosure Statement, and which
should be read carefully.

5. Allowed Claims in the Various Classes May Exceed
Projections

The Debtors have also projected the allowed amount of Claims
in each Class in the Best Interests Analysis. Certain Classes, and the Classes
below them in priority, could be significantly affected by the allowance of
Claims in an amount that is greater than projected.

K. Tax Considerations

There are significant tax consequences to Holders of Claims and Equity
Interest. These are discussed below in the Sections entitled "Certain U.S.
Federal Income Tax Consequences of the Plan" and "Certain Canadian Federal
Income Tax Consequences of the Plan." You should consult your own tax advisor
about your particular circumstances.

X. EFFECT OF CONFIRMATION

A. Binding Effect of Confirmation

Confirmation will legally bind the Debtors, all creditors, Equity
Interest Holders and other parties in interest to the provisions of the Plan,
whether or not the Claim or Equity Interest Holder is impaired under the Plan,
and whether or not such creditor or Equity Interest Holder has accepted the
Plan.

B. Vesting Of Assets Free And Clear Of Liens, Claims And
Interests

Except as otherwise provided in the Plan or in the Confirmation Order,
upon the Effective Date, title to all assets and property of the Debtors, and
all property of the Estates, including, pursuant to section 1123(b)(3)(b) of the
Bankruptcy Code, each and every Claim, demand or Cause of Action which the
Debtors have or have power to assert immediately prior to Confirmation, will
vest in Core-Mark Newco or the Post Confirmation Trust as provided in the Plan,
free and clear of all Liens, Claims and Interests. Thereafter, Core-Mark Newco
or the Post Confirmation Trust will hold these assets without further
jurisdiction, restriction or supervision of the Bankruptcy Court, except as may
be provided in this Disclosure Statement.

C. Good Faith

Confirmation of the Plan shall constitute a finding that the Plan has
been proposed in good faith and in compliance with applicable provisions of the
Bankruptcy Code.

D. Discharge of Claims

The rights afforded in the Plan and the treatment of all Claims and
Equity Interests in the Plan, shall be in exchange for and in complete
satisfaction, discharge and release of Claims and Equity Interests of any nature
whatsoever, including any interest accrued on Claims from and after the Petition
Date, against any Debtor or any of its respective assets or properties. On the
Effective Date, all such Claims against, and Equity Interests in, any Debtor
shall be satisfied, discharged and released in full and all Persons and Entities
shall be precluded from asserting against any Reorganized Debtor, its successors
or its assets or properties any other or further Claims or Equity Interests
based upon any act or omission, transaction or other activity of any kind or
nature that occurred prior to the Confirmation Date.

E. Judicial Determination of Discharge

All Holders of Claims and Equity Interests are permanently enjoined,
from and after the Effective Date, from (a) commencing or continuing in any
manner any action or other proceeding of any kind on any such Claim or Equity
Interest against the Debtors, their estates, Core-Mark Newco or the Reorganized
Debtors; (b) the enforcement, attachment, collection or recovery by any manner
or means of any judgment, award, decree or order against the Debtors, their
estates, Core-Mark Newco or the Reorganized Debtors; (c) creating, perfecting,
or enforcing any encumbrance of any kind against the property or interests in
property of the Debtors, their estates, Core-Mark Newco or the Reorganized
Debtors; and (d) asserting any right of setoff, subrogation or recoupment of any
kind against any obligation due from the Debtors or against the property of the
Debtors, their estates, Core-Mark Newco or the Reorganized Debtors with respect
to any such Claim or Equity Interest. The Confirmation Order shall be a judicial
determination of discharge of all Claims against the Debtors pursuant to
sections 524 and 1141 of the Bankruptcy Code, and shall void any judgment
obtained or entered against Debtors at any time, to the extent the judgment
relates to a discharged Claim.

With respect to the matters within the scope of Article XIII of the
Plan, all Persons and Entities shall be and are permanently enjoined from
commencing or continuing any action with respect thereto except in the
Bankruptcy Court and the Bankruptcy Court shall retain exclusive jurisdiction
over such matters.

XI. CERTAIN SECURITIES LAW CONSIDERATIONS

A. Exemptions from Registration under Securities Act

Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of
securities under a plan of reorganization from registration under section 5 of
the Securities Act and state laws if three principal requirements are satisfied:
(i) the securities must be offered and sold under a plan of reorganization and
must be securities of the debtor, of an affiliate participating in a joint plan
with the debtor, or of a successor to the debtor under the plan; (ii) the
recipients of the securities must hold Claims against or interests in the
debtor; and (iii) the securities must be issued in exchange (or principally in
exchange) for the recipient's Claims against or interests in the debtor. The
Debtors believe that, other than with respect to the purchase of Preferred Stock
by the Equity Investor in the event of a Rights Offering, the offer and sale of
the New Common Stock, and the Equity Subscription Rights and the Preferred Stock
issuable upon exercise of the Equity Subscription Rights, if applicable,
(collectively, the "Core-Mark Newco Securities") under the Plan satisfy the
requirements of section 1145(a)(1) of the Bankruptcy Code and are, therefore,
exempt from registration under the Securities Act and state securities laws. In
the case of the Preferred Stock to be issued upon the exercise of the Equity
Subscription Rights in exchange for payment of the Subscription Purchase Price,
if applicable, the Debtors believe that such issuance is exempt under section
1145(a)(1) from registration under Section 5 of the Securities Act because (1)
such Preferred Stock is being offered and sold under the Plan, and such Stock
constitutes securities of Core-Mark Newco, a successor to the Debtors under the
Plan, (2) only Claim Holders (except for the Equity Investor, the exemption from
registration for which is separately discussed below) will receive the Equity
Subscription Rights and will have the right to exercise such Rights to purchase
the underlying Preferred Stock, and (3) the Core-Mark Newco Securities (other
than any Preferred Stock to be purchased by the Equity Investor) are being
issued principally in exchange for the Claims of recipients against the Debtors.
With respect to the principally in exchange requirement, the Debtors believe
that the aggregate fair market value of the Core-Mark Newco Securities
distributable to any recipient in exchange for the Claims of such recipient
exceeds the total Purchase Price which would be payable by such recipient upon
exercise of all Equity Subscription Rights received by such recipient.

To the extent that the Core-Mark Newco Securities are issued under the
Plan and are covered by section 1145(a)(1) of the Bankruptcy Code, they may be
resold by the holders thereof without registration unless, as more fully
described below, the holder is an "underwriter" with respect to such securities.
Generally, section 1145(b)(1) of the Bankruptcy Code defines an "underwriter" as
any person who: (i) purchases a claim against, an interest in, or a Claim for an
administrative expense against the debtor, if such purchase is with a view to
distributing any security received in exchange for such a Claim or interest;
(ii) offers to sell securities offered under a plan for the holders of such
securities; (iii) offers to buy such securities from the holders of such
securities, if the offer to buy is: (A) with a view to distributing such
securities; and (B) under an agreement made in connection with the plan, the
consummation of the plan, or with the offer or sale of securities under the
plan; or (iv) is an "issuer" with respect to the securities, as the term
"issuer" is defined in section 2(a)(11) of the Securities Act.

Under section 2(a)(11) of the Securities Act, an "issuer" includes any
person directly or indirectly controlling or controlled by the issuer, or any
person under direct or indirect common control of the issuer. To the extent that
Persons who receive Core-Mark Newco Securities pursuant to the Plan are deemed
to be "underwriters" as defined in section 1145(b) of the Bankruptcy Code,
resales by such Persons would not be exempted by section 1145 of the Bankruptcy
Code from registration under the Securities Act or other applicable law. Such
Persons would, however, be permitted to sell such Core-Mark Newco Securities or
other securities without registration if they are able to comply with the
provisions of Rule 144 under the Securities Act. These rules permit the public
sale of securities received by such person if current information regarding the
issuer is publicly available and if volume limitations and certain other
conditions are met. Any person who is an "underwriter" but not an "issuer" with
respect to an issue of securities is, however, entitled to engage in exempt
"ordinary trading transactions" within the meaning of section 1145(b) of the
Bankruptcy Code.

Whether or not any particular person would be deemed to be an
"underwriter" with respect to the Core-Mark Newco Securities to be issued
pursuant to the Plan would depend upon various facts and circumstances
applicable to that person. Accordingly, the Debtors express no view as to
whether any particular person receiving Core-Mark Newco Securities under the
Plan would be an "underwriter" with respect to such Core-Mark Newco Securities.

GIVEN THE COMPLEX AND SUBJECTIVE NATURE OF THE QUESTION OF WHETHER A
PARTICULAR HOLDER MAY BE AN UNDERWRITER, THE DEBTORS MAKE NO REPRESENTATION
CONCERNING THE RIGHT OF ANY PERSON TO TRADE IN THE CORE-MARK NEWCO SECURITIES.
THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF THE CORE-MARK NEWCO
SECURITIES CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE
CORE-MARK NEWCO SECURITIES WITHOUT COMPLIANCE WITH THE SECURITIES ACT, THE
EXCHANGE ACT OR SIMILAR STATE AND FEDERAL LAWS.

Under the terms of the Equity Commitment Letter, if applicable, all
unexercised Equity Subscription Rights will be deemed to be transferred to the
Equity Investor, which will commit, subject to the satisfaction or waiver of
certain conditions, to purchase all Preferred Stock underlying such unexercised
Equity Subscription Rights. The Equity Investor has the right, at its option, to
purchase a minimum of $25 million of Preferred Stock at the Subscription
Purchase Price. (See Section VI F.1.f. for a description of this arrangement.)
The offer and sale of the Preferred Stock to the Equity Investor, if applicable,
will be qualified under the Section 4(2) private placement exemption from
registration under the Securities Act, and, under the terms of the Equity
Commitment Letter, the Equity Investor will be subject to restrictions on the
transfer of such Stock. If a Rights Offering is pursued, Core-Mark Newco will
enter into a Registration Rights Agreement containing the terms set forth in the
Plan Supplement, pursuant to which it will undertake to use reasonable best
efforts to register Preferred Stock issued to the Equity Investor.

B. Applicability Of Certain Canadian Securities Laws

The following trades of securities contemplated under the Plan will be
subject to the securities laws of the provinces and territories of Canada in
which Persons entitled to receive such securities reside:

- the issuance of New Common Stock by Core-Mark Newco;

- the distribution of New Common Stock by the Reorganized
Debtors;

- the issuance of Equity Subscription Rights by Core-Mark Newco
and the issuance of Preferred Stock by Core-Mark Newco upon
the exercise of such rights, if applicable; and

- subsequent transfers made by the recipients of such
securities.

Such trades will be made pursuant to exemptions from the applicable
dealer registration and prospectus requirements of Canadian securities laws or
pursuant to discretionary orders from applicable Canadian provincial securities
regulatory authorities. Although there can be no assurance that any required
discretionary orders will be obtained, based on relief granted in similar
circumstances to other public companies, the Reorganized Debtors believe that
such discretionary relief or rulings are obtainable. Obtaining such
discretionary orders (to the extent required) is a condition to the occurrence
of the Effective Date of the Plan.

Persons resident in Canada who are entitled to receive such securities
pursuant to such exemptions or orders are advised that they will not be entitled
to the statutory rights that would have been available to them had such
securities been distributed pursuant to a prospectus, including rights of
rescission and damages.

If at the time of any subsequent transfer in Canada of the Core-Mark
Newco Securities, the seller holds a sufficient number of any Core-Mark Newco
Securities to materially affect control of Core-Mark Newco, a prospectus will be
required to be delivered to the purchaser(s) unless a prospectus exemption is
then available for such transfer. For these purposes, and in the absence of
evidence to the contrary, any Person or combination of Persons who hold more
than 20% of the voting securities of Core-Mark Newco shall be deemed to
materially affect its control.

XII. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

The following is a summary of certain U.S. federal income tax
consequences of the Plan to Debtors and Holders of Claims and Equity Interests.
Unless otherwise indicated, this discussion addresses the treatment of Claims
and Equity Interests against both the Company and the Filing Subsidiaries. This
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations thereunder, and administrative and judicial interpretations
and practice, all as in effect on the date hereof and all of which are subject
to change, with possible retroactive effect. Due to the lack of definitive
judicial and administrative authority in a number of areas, substantial
uncertainty may exist with respect to some of the tax consequences described
below. No opinion of counsel has been obtained, and Debtors do not intend to
seek a ruling from the Internal Revenue Service (the "IRS") as to any of such
tax consequences, and there can be no assurance that the IRS will not challenge
one or more of the tax consequences of the Plan described below.

Unless otherwise indicated, this summary does not apply to Holders of
Claims and Equity Interests that are non-U.S. Holders (as defined below) or that
are otherwise subject to special treatment under U.S. federal income tax law
(including, for example, banks, governmental authorities or agencies, financial
institutions, insurance companies, pass-through entities, tax-exempt
organizations, brokers and dealers in securities, mutual funds, small business
investment companies, regulated investment companies, investors that hold the
instruments as part of a straddle or hedging, constructive sale, integrated or
conversion transactions for U.S. federal income tax purposes or investors whose
functional currency is not the U.S. dollar). The following discussion assumes
that Holders of Claims and Equity Interests hold their instruments as "capital
assets" within the meaning of Code Section 1221. Moreover, this summary does not
purport to cover all aspects of U.S. federal income taxation that may apply to
Debtors and Holders of Claims and Equity Interests based upon their particular
circumstances. Additionally, this summary does not discuss any tax consequences
that may arise under state, local, or foreign tax law.

For purposes of this discussion, a "U.S. Holder" means a Holder of
Claims and Equity Interests that is either: (i) an individual citizen or
resident of the United States; (ii) a corporation, partnership, or other entity
created or organized in the United States or under the laws of the United States
or of any political subdivision of the United States; (iii) an estate, the
income of which is includible in gross income for U.S. federal income tax
purposes regardless of its source, or (iv) a trust, the administration of which
is subject to the primary supervision of the U.S. courts and that has one or
more U.S. Persons who have the authority to control all substantial decisions of
the trust. A "Non-U.S. Holder" is a holder of Claims and Equity Interests other
than a "U.S. Holder."

If a partnership holds Claims or Equity Interests, the tax treatment of
a partner will generally depend upon the status of the partner and the
activities of the partnership. Partners in partnerships that hold Claims or
Equity Interests should consult their tax advisors.

THE FOLLOWING SUMMARY IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND
ADVICE BASED ON THE PARTICULAR CIRCUMSTANCES OF EACH HOLDER OF CLAIMS AND EQUITY
INTERESTS. ALL HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
U.S. FEDERAL INCOME TAX CONSEQUENCES, AS WELL AS ANY APPLICABLE STATE, LOCAL,
AND FOREIGN TAX CONSEQUENCES OF THE PLAN.

A. Certain U.S. Federal Income Tax Consequences To U.S. Holders
Of Claims And Equity Interests

Debtors intend to take the position that the reorganization undertaken
pursuant to the Plan constitutes a taxable sale of Fleming's assets to Core-Mark
Holdings III. As a consequence, Holders of Claims will be treated as exchanging
such Claims for Core-Mark Newco's common stock, a promissory note issued in
favor of certain Holders of Claims and cash, if any, in a taxable exchange.

However, there is no assurance that the exchange pursuant to the plan
will be treated as a taxable sale by the IRS. Instead, the IRS may take the
position that the exchange constitutes a tax-free reorganization. If the IRS
were to succeed in asserting that the exchange qualifies as a tax-free
reorganization, the tax consequences to Holders of Claims may differ from the
consequences described below.

1. Consequences to Holders of Prepetition Lenders'
Secured Claims

Holders of Allowed Prepetition Lenders' Secured Claims will
receive, in exchange for and in full and final satisfaction of their Prepetition
Lenders' Secured Claims, payment in full in cash on account of the Allowed
Pre-Petition Lenders' Secured Claims.

Holders of Allowed Prepetition Lenders' Secured Claims will be
treated as exchanging their Prepetition Lenders' Secured Claims for Cash in a
taxable exchange under Section 1001 of the Code. In such case, a Holder of
Prepetition Lenders' Secured Claims should recognize gain (or loss) equal to the
amount by which (i) the amount of Cash received (to the extent such Cash is not
allocable to accrued but untaxed interest) exceeds (or, in the case of loss, is
less than) (ii) such Holder's tax basis in the existing Prepetition Lenders'
Secured Claims. Any gain or loss recognized in a taxable exchange by a Holder of
Prepetition Lenders' Secured Claims that constitute capital assets in the hands
of the Holder should be capital in nature (subject to the market discount rules
discussed below), and should be long term capital gain or loss if the
Prepetition Lenders' Secured Claims were held for more than one year. To the
extent that Cash received in exchange for Prepetition Lenders' Secured Claims is
treated as received in satisfaction of accrued but untaxed interest on such
Claims, a Holder should recognize ordinary income. See "Accrued But Untaxed
Interest" below.

2. Consequences to Holders of Other Secured Claims,
Approved Trade Creditor Lien Claims, DSD Trust
Claims, PACA/PASA Claims and Convenience Claims

Holders of Allowed Other Secured Claims, Approved Trade
Creditor Reclamation Lien Claims, DSD Trust Claims (provided Holders of DSD
Trust Claims prevail in their litigation), PACA/PASA Claims and Convenience
Claims will receive a distribution of Cash and/or property, including a
promissory note from Core-Mark Newco or the Post Confirmation Trust, and a lien
on account of such Claims, as specified in the Plan. Accordingly, a Holder of
Other Secured Claims, Approved Trade Creditor Reclamation Lien Claims, DSD Trust
Claims, PACA/PASA Claims, and Convenience Claims should recognize gain or loss
equal to the difference between (a) the sum of (i) the amount of Cash, (ii) the
fair market value of other property received in exchange for such claims; and
(iii) the "issue price" of the promissory note; and (b) the Holder's adjusted
basis in such claims. Such gain or loss should be capital in nature if such
Other Secured Claims, Approved Trade Creditor Reclamation Lien Claims, DSD Trust
Claims, PACA/PASA Claims and Convenience Claims are held as capital assets
(subject to the "market discount" rules described below) and should be long-term
capital gain or loss if such Claims were held for more than one year. To the
extent that a portion of cash received in exchange for such Claims is allocable
to accrued but untaxed interest, the Holder should recognize ordinary income.
See "Accrued But Untaxed Interest" below.

3. Consequences to Holders of Allowed Valid Reclamation
Claims Other Than Class 3(B) Claims

To the extent the Court determines that the Holders of
Reclamation Claims that are not Class 3(B) Claims are entitled to priority
treatment, such Holders will receive a promissory note from Core-Mark Newco or
the Post Confirmation Trust, as applicable, entitling such Holders to their
Ratable Proportion of the Post Confirmation Trust Distributable Assets, after
payment in full of all Allowed Class 3(B) Claims. If the Court denies the
Holders of Reclamation Claims that are not Class 3(B) Claims priority treatment,
such Reclamation Claims will be treated as Class 6 Claims with the tax
consequences to the Holders as described below.

Holders of Allowed Valid Reclamation Claims that are not Class
3(B) Claims will be treated as exchanging such Claims for promissory notes in a
taxable exchange under Section 1001 of the Code. Accordingly, a Holder of
Allowed Valid Reclamation Claims that are not Class 3(B) Claims should recognize
gain or loss equal to the difference between (i) the "issue price" of the
promissory note and (ii) the Holder's adjusted basis in Allowed Valid
Reclamation Claims that are not Class 3(B) Claims. Such gain or loss should be
capital in nature so long as Allowed Valid Reclamation Claims that are not Class
3(B) Claims were held as capital assets (subject to the "market discount" rules
described below) and should be long-term capital gain or loss if Allowed Valid
Reclamation Claims that are not Class 3(B) Claims were held for more than one
year. To the extent that a portion of the promissory note received in exchange
for Allowed Valid Reclamation Claims that are not Class 3(B) Claims is allocable
to accrued

but untaxed interest, the Holder should recognize ordinary income. See "Accrued
But Untaxed Interest" below. Holders should consult their tax advisers about the
possibility of reporting gain on the installment method.

4. Consequences to Holders of General Unsecured Claims
(Other Than Convenience Claims)

Holders of Allowed General Unsecured Claims, other than
Convenience Claims will receive, in full and final satisfaction of their Claims,
at the Debtors' option, one or a combination of the following: (i) a Ratable
Proportion of the common stock of Core-Mark Newco ("New Common Stock"), subject
to dilution from the issuance of warrants to the Tranche B Lenders or the shares
issued pursuant to the Rights Offering, if applicable, and the Management
Incentive Plan; and/or (ii) in the event the Debtors, with the consent of the
Creditors Committee, elect to sell some or all of their assets as outlined
herein, a Ratable Proportion of Cash remaining from the sale of such assets
after all of the Allowed Unclassified Claims and Claims of Holders in Classes 1
through 5 have been satisfied in full.

As additional consideration, each Holder of an Allowed General
Unsecured Claim other than a Convenience Claim shall be entitled to a Ratable
Proportion of Excess Proceeds (as defined in the Post Confirmation Trust
Agreement), if any, available from the Post Confirmation Trust after payment by
the Post Confirmation Trust of all claims and obligations required to be made by
the Post Confirmation Trust under the Plan, the Post Confirmation Trust
Agreement, or otherwise, as set forth in the Post Confirmation Trust Agreement.
Further, in the event the Debtors commence a Rights Offering, each Holder of a
General Unsecured Claim other than a Convenience Claim that is listed on the
Rights Participation Schedule shall be entitled to receive, in exchange for such
Holder's Claim, its Equity Subscription Rights for shares of Preferred Stock as
outlined in section VII.B herein and Exhibit 6 to the Disclosure Statement.

Holders of Allowed General Unsecured Claims other than
Convenience Claims will be treated as exchanging their General Unsecured Claims
for New Common Stock, Equity Subscription Rights, if any, and/or Cash in a
taxable exchange under Section 1001 of the Code. Accordingly, a Holder of an
Allowed General Unsecured Claim other than a Convenience Claim should recognize
gain or loss equal to the difference between (i) the sum of (a) the fair market
value of Equity Subscription Rights (if any) and of the New Common Stock (as of
the Effective Date) received in exchange for the General Unsecured Claims and
(b) an amount of Cash received (to the extent such New Common Stock, Equity
Subscription Rights (if any) and Cash are not allocable to accrued but unpaid
interest) and (ii) the Holder's adjusted basis in the General Unsecured Claims.
Such gain or loss should be capital in nature so long as the General Unsecured
Claims other than Convenience Claims are held as capital assets (subject to the
"market discount" rules described below) and should be long-term capital gain or
loss if the General Unsecured Claims other than Convenience Claims were held for
more than one year. To the extent that a portion of the New Common Stock, Equity
Subscription Rights, (if any) and Cash received in exchange for General
Unsecured Claims other than Convenience Claims is allocable to accrued but
untaxed interest, the Holder should recognize ordinary income. See "Accrued But
Untaxed Interest" below. A Holder's tax basis in the New Common Stock and the
Equity Subscription Rights received in exchange for the General Unsecured Claims
should equal the fair market value of the New Common Stock and the Equity
Subscription Rights (if any) as of the Effective Date. A Holder's holding period
for the New Common Stock and the Equity Subscription Rights should begin on the
day following the Effective Date.

5. Consequences to Holders of Equity Interests

Holders of Equity Interests that are cancelled under the Plan
will be allowed a "worthless stock deduction" (unless such Holder had previously
claimed a worthless stock deduction with respect to the Equity Interest) in the
tax year in which such Equity Interest becomes worthless (which could be a tax
year prior to the year the Plan becomes effective) in an amount equal to the
Holder's adjusted basis in its Equity Interest. If the Holder held an Equity
Interest as a capital asset, the loss will be treated as a loss from the sale or
exchange of such capital asset.

6. Receipt of Interests in Post Confirmation Trust

On the Effective Date, the Post Confirmation Trust shall be
settled and is currently anticipated to exist as a grantor trust for the benefit
of certain creditors. Subject to definitive guidance from the IRS or a court of
competent jurisdiction to the contrary (including the receipt of an adverse
determination by the IRS upon audit if not contested by the Post Confirmation
Trustee), pursuant to Treasury Regulation Section 1.671-1(a) and/or Treasury
Regulation Section 301.7701-4(d) and related regulations, the Post Confirmation
Trustee may designate and file returns for the Post Confirmation Trust as a
"grantor trust" and/or "liquidating trust" and therefore, for federal income tax
purposes, the Post Confirmation Trust's taxable income (or loss) should be
allocated pro rata to its beneficiaries.

The tax consequences of the right to receive and of the
receipt (if any) of property from the Post Confirmation Trust are uncertain, and
may depend, among other things, on the timing of the distribution and the nature
of the property received. It is possible that the receipt of property from the
Post Confirmation Trust would be a taxable event to the Holders of Claims at the
time the property is received; however, it is also possible that the IRS could
seek to treat the right to receive property from the Post Confirmation Trust as
property received on the Effective Date, and tax it in the same manner as cash
or other property received on the Effective Date. Alternatively, the Holders of
Claims could be treated as exchanging the right to receive property from the
Post Confirmation Trust for a portion of their Claims. Finally, a portion of any
amount of property received from the Post Confirmation Trust may be treated in
respect of accrued but unpaid interest to the Holders of Claims. In light of
these substantial uncertainties, Holders of Claims are urged to consult their
tax advisors regarding the tax consequences of the right to receive and of the
receipt (if any) of property from the Post Confirmation Trust.

7. Treatment of Subsequent Distributions on Preferred
Stock and New Common Stock

The discussions below assume that the Rights Offering
alternative is utilized and that Holders of Class 6 Claims listed on the Rights
Participation Schedule will be entitled to exercise their Equity Subscription
Rights for shares of Preferred Stock as outlined in the Plan.

a. Distributions--In General

The amount of distributions (other than any
constructive distributions on the Preferred Stock (see discussion below)), if
any, by Core-Mark Newco in respect of New Common Stock and Preferred Stock, if
applicable, will be equal to the amount of cash and the fair market value as of
the date of distribution of any property distributed. Subject to the discussion
in paragraph (d) immediately below, regarding redemption of Preferred Stock,
distributions generally will be treated for federal income tax purposes first as
a taxable dividend to the extent of Core-Mark Newco's current and accumulated
earnings and profits (as determined for federal income tax purposes) and then as
a tax-free return of capital to the extent of the Holder's tax basis in its
stock, with any excess treated as capital gain from the sale or exchange of the
stock.

b. PIK Distributions

Distributions on Preferred Stock, if applicable, are
anticipated to be paid in kind with additional shares of Preferred Stock. Any
such distribution of additional shares of Preferred Stock generally will be
taxed under the general distribution rules described above. Under these rules,
the amount of any such distribution generally will equal the fair market value
of Preferred Stock so received on the distribution date and be treated for
federal income tax purposes first as a taxable dividend to the extent of
Core-Mark Newco's current and accumulated earnings and profits (as determined
for federal income tax purposes) and then as a tax-free return of capital to the
extent of the Holder's tax basis in its stock, with any excess treated as
capital gain from the sale or exchange of the stock. In addition, a Holder's tax
basis in Preferred Stock so received will equal the fair market value of such
stock on the distribution date, and such Holder's holding period for such stock
will commence on the date following the distribution date.

c. Constructive Distributions on Preferred
Stock

If Preferred Stock (including any Preferred Stock
paid in kind as described in paragraph (b) above) is treated as having more than
a de minimis "redemption premium" (i.e., an excess of the redemption price of
Preferred Stock over its "issue price"), Holders may be treated as receiving
constructive distributions of additional shares of Preferred Stock totaling the
amount of such "redemption premium" over the period of time during which
Preferred Stock is outstanding, based on a constant yield-to-maturity method
that reflects compounding. These constructive distributions would be in addition
to the distributions described in paragraph (B) above and would generally be
taxed in the same manner.

d. Subsequent Sale, Redemption, or other
disposition of New Common Stock or Preferred
Stock

The federal income tax treatment to a Holder of New
Common Stock and/or Preferred Stock upon sale, redemption, or other disposition
of such stock will depend on the particular facts relating to such Holder at the
time of such sale, redemption, or other disposition. Generally, any gain
recognized by a Holder may be treated as ordinary income to the extent of (i)
any bad debt deductions (or additions to a bad debt reserve) claimed with
respect to such Holder's Claim and any ordinary loss deductions incurred upon
satisfaction of its Claim, less any income (other than interest income)
recognized by the Holder upon satisfaction of its Claim, and (ii) any amounts
received by a cash-basis Holder which would have been included in its gross
income if the Holder's Claim had been satisfied in full but which was not
included by reason of the cash method of accounting.

THE RULES APPLICABLE TO THE TREATMENT OF THE RECEIPT
OF CONSTRUCTIVE DISTRIBUTIONS, AND THE SALE, REDEMPTION, OR OTHER DISPOSITION OF
NEW COMMON STOCK AND/OR PREFERRED STOCK ARE COMPLEX AND IN SOME CASES UNCERTAIN.
THUS, HOLDERS OF NEW COMMON STOCK AND/OR PREFERRED STOCK ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE RULES TO THEIR
PARTICULAR SITUATIONS.

B. Certain U.S. Federal Income Tax Consequences to Non-U.S.
Holders of Claims

Except as provided below or in the following paragraph, Non-U.S.
Holders of Claims exchanging such Claims for New Common Stock, and Cash (if any)
and Equity Subscription Rights (if any) should not be subject to the U.S.
federal income or withholding tax on gain realized on the exchange of their
Claims for New Common Stock, and Cash (if any), and Equity Subscription Rights
(if any) unless (a) that Non-U.S. Holder is an individual who is present in the
U.S. for 183 days or more during the taxable year and certain other requirements
are met, (b) the gain is effectively connected with the conduct of a U.S. trade
or business of the Non-U.S. Holder, or (c) the Non-U.S. Holder is subject to tax
pursuant to the provisions of U.S. federal income tax law applicable to certain
U.S. expatriates. Gain that is effectively connected with the conduct of a trade
or business in the United States by a Non-U.S. Holder will be subject to the
U.S. federal income tax imposed on net income on the same basis that applies to
U.S. Persons generally (as described above) and, for corporate holders and under
certain circumstances, also the branch profits tax, but will generally not be
subject to withholding. Non-U.S. Holders should consult any applicable income
tax treaties that may provide for different rules.

In addition, Non-U.S. Holders should not be subject to U.S. federal
income or withholding tax on any amounts of New Common Stock, or Cash (if any)
or Equity Subscription Rights (if any) that are treated as received in
satisfaction of accrued but untaxed interest with respect to their Claims,
provided that (a) the Non-U.S. Holder does not actually or constructively own
10% or more of the total combined voting power of all classes of the Debtors'
stock entitled to vote, (b) the Non-U.S. Holder is not (i) a bank receiving
interest pursuant to a loan agreement entered into in the ordinary course of its
trade or business or (ii) a controlled foreign corporation that is related to
the Debtors through the stock ownership, (c) the interest payments are not
effectively connected with the conduct of a U.S. trade or business of the
Non-U.S. Holder, and (d) the beneficial owner of the Claim certifies (generally
on an IRS Form W-8BEN or a permissible substitute or successor form) to the
Person otherwise required to withhold U.S. federal income tax from such
interest, under penalties of perjury, that it is not a United States Person and
provides its name and address and such other information as the form may
require.

1. Accrued Interest, Market Discount and Capital Losses

a. Accrued But Untaxed Interest.

To the extent that any amount received by a Holder of
Claims under the Plan is attributable to accrued but untaxed interest, such
amount should be taxable to the Holder as interest income, if such accrued
interest has not been previously included in the Holder's gross income for U.S.
federal income tax purposes. Conversely, a Holder of Claims may be able to
recognize a deductible loss (or, possibly, a write-off against a reserve for bad
debts) for such purposes to the extent that any accrued interest was previously
included in the Holder's gross income but was not paid in full by the Debtors.

The extent to which any consideration received by a
Holder of Claims under the Plan will be attributable to accrued but untaxed
interest is unclear. Under the Plan, the aggregate consideration to be
distributed to Holders of Allowed Claims in each Class will be treated as first
satisfying the stated principal amount of the Claims with any excess allocated
to accrued, but unpaid, interest, if any. Certain legislative history indicates
that an allocation of consideration as between principal and interest provided
in a bankruptcy plan is binding for federal income tax purposes. However, the
IRS could take the position that the consideration received by a Holder should
be allocated in some way other than as provided in the Plan. Holders of Claims
should consult their own tax advisors regarding the proper allocation of the
consideration received by them under the Plan.

b. Market Discount.

Holders of Claims who realize gain as a result of
receipt of consideration under the Plan may be affected by the "market discount"
provisions of Code Sections 1276 through 1278. Under these rules, some or all of
the gain realized by Holders of Claims may be treated as ordinary income
(instead of capital gain), to the extent of the amount of "market discount" on
such Claims.

In general, a debt obligation with a fixed maturity
of more than one year that is acquired by a holder on the secondary market (or,
in certain circumstances, upon original issuance) is considered to be a acquired
with "market discount" as to that holder if the debt obligation's stated
redemption price at maturity (or revised issue price, in the case of a debt
obligation issued with original issue discount) exceeds the tax basis of the
debt obligation in the holder's hands immediately after its acquisition.
However, a debt obligation will not be a "market discount bond" if such excess
is less than a statutory de minimis amount (equal to 0.25 percent of the debt
obligation's stated redemption price at maturity or revised issue price, in the
case of a debt obligation issued with original issue discount, multiplied by the
number of remaining whole years to maturity).

Any gain recognized by a Holder on the taxable
disposition of Claims (determined as described above) that had been acquired
with market discount should be treated as ordinary income to the extent of the
market discount that accrued thereon while the Claims were considered to be held
by the Holder (unless the Holder elected to include market discount in income as
it accrued). To the extent that any Claims that had been acquired with market
discount are exchanged in a tax-free transaction for other property, any market
discount that accrued on such Claims but was not recognized by the Holder is
carried over to the property received therefor and any gain recognized on the
subsequent sale, exchange, redemption or other disposition of such property is
treated as ordinary income to the extent of such accrued market discount.

c. Limitation on Use of Capital Losses.

Holders of Claims and Equity Interests who recognize
capital losses as a result of the exchange under the Plan will be subject to
limits on their use of such losses. For noncorporate Holders, capital losses may
be used to offset any capital gains (without regard to holding periods) plus the
lesser of (1) $3,000 ($1,500 for married individuals filing separate returns) or
(2) the excess of the capital losses over the capital gains. For corporate
Holders, losses from the sale or exchange of capital assets may only be used to
offset capital gains. Holders who have more capital losses than can be used in a
tax year may be allowed to carry over the excess capital losses for use in
succeeding tax years. Noncorporate Holders may carry over unused capital losses
and apply them to capital gains and a portion of their ordinary income (see
described immediately above) for an unlimited number of

years. Corporate Holders may generally only carry over unused capital losses for
the five years following the capital loss year, but are allowed to carry back
unused capital losses to the three years preceding the capital loss year.

C. Certain U.S. Federal Income Tax Consequences To Reorganized
Debtors

1. Transfer of Business Assets

As described above, Debtors intend to take the position that
the reorganization undertaken pursuant to the Plan constitutes a taxable sale of
Fleming's assets to Core-Mark Holdings III. As a consequence, Core-Mark Holdings
III should obtain a tax basis in assets received from Fleming equal to their
cost to Core-Mark Holdings III, which generally should equal the fair market
value of Core-Mark Newco's stock transferred to Fleming plus the amount of
liabilities assumed by Core-Mark Holdings III.

Provided the reorganization undertaken pursuant to the Plan
constitutes a taxable transfer, Fleming would recognize gain or loss upon the
transfer of assets to Core-Mark Holdings III in an amount equal to the
difference between the fair market value of its assets and its tax basis in such
assets. Fleming believes that no significant federal, state, or local tax
liability, if any, should be incurred upon the transfer.

There is no assurance, however, that the exchange will be
treated by the IRS as a taxable sale of assets by Fleming to Core-Mark Holdings
III. Instead, the IRS may take the position that the exchange constitutes a
tax-free reorganization. If the IRS were to succeed in asserting that the
exchange qualifies as a tax-free reorganization, Fleming would not recognize any
gain or loss on the exchange. Instead, Core-Mark Holdings III would succeed to
certain tax attributes of Fleming, including Fleming's tax basis in the assets
transferred to Core-Mark Holdings III, but only after taking into account the
reduction in such tax attributes and tax basis on account of the discharge of
indebtedness pursuant to the Plan. Thus, Core-Mark Holdings III would generally
have no NOL carryforwards (as described below) and would have a significantly
diminished tax basis in the assets received from Fleming, with the result that
future tax depreciation and amortization with respect to Core-Mark Holdings
III's real and personal property would be substantially reduced.

2. Cancellation of Indebtedness and Reduction of Tax
Attributes

As a result of the transactions undertaken pursuant to the
Plan, the amount of Debtors' aggregate outstanding indebtedness will be
substantially reduced. In general, absent an exception, a debtor will realize
and recognize cancellation of indebtedness income ("COD Income") upon
satisfaction of its outstanding indebtedness for an amount less than its
adjusted issue price. The amount of COD Income, in general, is the excess of (a)
the adjusted issue price of the indebtedness satisfied, over (b) the sum of the
issue price of any new indebtedness of the taxpayer issued, the amount of cash
paid and the fair market value of any new consideration (including stock of
debtor) given in satisfaction of such indebtedness at the time of the exchange.

A debtor will not, however, be required to include any amount
of COD Income in gross income if debtor is under the jurisdiction of a court in
a bankruptcy case and the discharge of debt occurs pursuant to that case.
Instead, a debtor must (as of the first day of the next taxable year) reduce its
tax attributes by the amount of COD Income which it excluded from gross income.
In general, tax attributes will be reduced in the following order: (a) net
operating losses ("NOLs"), (b) tax credits and capital loss carryovers, and (c)
tax basis in assets.

Because, under the Plan, Holders of certain Claims will
receive New Common Stock and may receive Equity Subscription Rights, the amount
of COD Income, and accordingly the amount of tax attributes required to be
reduced, will depend on the fair market value of New Common Stock and of Equity
Subscription Rights. This value cannot be known with certainty until after the
Effective Date. Thus, although it is expected that a reduction of tax attributes
will be required, the exact amount of such reduction cannot be predicted.

The IRS recently released temporary regulations (the "New
Regulations") governing the reduction of tax attributes when a member of a
consolidated group realizes cancellation of debt income that is excluded from
gross income ("Excluded COD Income"). The New Regulations apply to discharges of
indebtedness that occur after August 29, 2003. In general, the New Regulations
require a member of a consolidated group that realizes Excluded

COD Income). To the extent that Excluded COD Income is not applied to reduce the
tax attributes attributable to the member actually realizing Excluded COD
Income, after applying the look-through rules described in the paragraph below,
the remaining consolidated tax attributes attributable to the consolidated group
(but not basis in assets) are required to be reduced by such amount. The Debtors
anticipate that the amount of Excluded COD Income will likely eliminate or
substantially reduce the NOL carryforwards of Debtors' consolidated group and
may eliminate or substantially reduce the tax basis in assets (including
depreciable assets) of Debtors' consolidated group. Because (i) any COD Income
should be realized by Fleming prior to the transfer of assets to Core-Mark
Holdings III and (ii) Debtors intend to take the position that the
reorganization undertaken pursuant to the Plan constitutes a taxable transfer of
Fleming's assets to Core-Mark Holdings III, Core-Mark Holdings III should not
realize any COD Income as a result of the reorganization and should not suffer
any attribute reduction.

3. Limitation of Net Operating Loss Carryovers and Other
Tax Attributes

Code Section 382 generally limits a corporation's use of its
NOLs (and may limit a corporation's use of certain built-in losses if such
built-in losses are recognized within a five-year period following an ownership
change) if a corporation undergoes an "ownership change." This discussion
describes the limitation determined under Code Section 382 in the case of an
"ownership change" as the "Section 382 Limitation". The Section 382 Limitation
on the use of pre-change losses (the NOLs and built-in losses recognized within
the five year post-ownership change period) in any "post change year" is
generally equal to the product of the fair market value of the loss
corporation's outstanding stock immediately before the ownership change and the
long term tax-exempt rate (which is published monthly by the Treasury Department
and was approximately 4.74% for ownership changes occurring in December 2003) in
effect for the month in which the ownership change occurs. Code Section 383
applies a similar limitation to capital loss carryforward and tax credits.

In general, an ownership change occurs when the percentage of
the corporation's stock owned by certain "5 percent shareholders" increases by
more than 50 percentage points over the lowest percentage owned at any time
during the applicable "testing period" (generally, the shorter of (a) the
three-year period preceding the testing date or (b) the period of time since the
most recent ownership change of the corporation). A "5 percent shareholder" for
these purposes includes, generally, an individual or entity that directly or
indirectly owns 5 percent or more of a corporation's stock during the relevant
period, and may include one or more groups of shareholders that in the aggregate
own less than 5 percent of the value of the corporation's stock. Under
applicable Treasury Regulations, an ownership change with respect to an
affiliated group of corporations filing a consolidated return that has
consolidated NOLs is generally measured by changes in stock ownership of the
parent corporation of the group.

Because (i) substantially all of the Debtors' NOLs will likely
be eliminated or substantially reduced and (ii) Debtors intend to take the
position that the reorganization undertaken pursuant to the Plan constitutes a
taxable sale of Fleming's assets to Core-Mark Holdings III, Core-Mark Holdings
III should not succeed to any of the NOLs of Fleming and hence the Section 382
Limitation will not be relevant to the NOLs of Fleming.

The restructuring pursuant to the Plan will cause an ownership
change to occur with respect to subsidiaries of Fleming, if any, transferred to
Core-Mark Holdings III. As a result, such subsidiaries may be affected by the
Section 382 Limitation with respect to their NOLs and built-in losses (if any)
following the Effective Date. This limitation is independent of, and in addition
to, the reduction of tax attributes described in the preceding Section resulting
from the exclusion of COD Income. Similarly, the ability to use any remaining
capital loss carryforwards and tax credits by such subsidiaries will also be
limited. Special rules may apply in determining the Section 382 Limitation with
respect to a corporation that experiences an ownership change as the result of a
bankruptcy case. However, the Debtors believe that such subsidiaries have a
limited amount of NOLs and built-in losses, which may be eliminated in whole or
in part as a result of the attribute reduction described above and thus the
Section 382 Limitation will not materially affect the business of Core-Mark
Newco going forward.

D. Backup Withholding

Under the backup withholding rules, a Holder of Claims may be subject
to backup withholding with respect to distributions or payments made pursuant to
the Plan unless that holder (a) comes within certain exempt categories

(which generally include corporations) and, when required, demonstrates that
fact or (b) provides a correct taxpayer identification number and certifies
under penalty of perjury that the taxpayer identification number is correct and
that the holder is not subject to backup withholding because of a failure to
report all dividend and interest income. Backup withholding is not an additional
tax, but merely an advance payment that may be refunded to the extent it results
in an overpayment of tax.

Debtors will withhold all amounts required by law to be withheld from
payments of interest and dividends. Debtors will comply with all applicable
reporting requirements of the Code.

THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE
FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT
MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF SUCH HOLDER'S CIRCUMSTANCES
AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS AND EQUITY INTERESTS SHOULD
CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF
THE TRANSACTION CONTEMPLATED BY THE RESTRUCTURING, INCLUDING THE APPLICABILITY
AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY CHANGE IN
APPLICABLE TAX LAWS.

XIII. CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF CONSUMMATION OF THE
PLAN

A. General

A DESCRIPTION OF CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF
THE CONSUMMATION OF THE PLAN IS PROVIDED BELOW. THE DESCRIPTION IS BASED ON THE
PROVISIONS OF THE INCOME TAX ACT (CANADA) AND THE REGULATIONS THERETO ("THE
ACT"), THE PUBLISHED ADMINISTRATIVE AND INTERPRETIVE POSITIONS OF THE CANADA
CUSTOMS AND REVENUE AGENCY, PROPOSED AMENDMENTS TO THE ACT AND CASE LAW
PUBLISHED OR REPORTED AS AT THE DATE OF THIS DISCLOSURE STATEMENT. CHANGES IN
ANY OF THESE AUTHORITIES OR CHANGES IN THE INTERPRETATIONS OF ANY OF THESE
AUTHORITIES, THAT MAY HAVE RETROACTIVE EFFECT, MAY CAUSE THE CANADIAN FEDERAL
INCOME TAX CONSEQUENCES OF THE PLAN TO DIFFER MATERIALLY FROM THE CONSEQUENCES
DESCRIBED BELOW. MOREOVER, NO ADVANCE INCOME TAX RULING HAS BEEN REQUESTED FROM
CANADA CUSTOMS & REVENUE AGENCY, NO LEGAL OPINION HAS BEEN REQUESTED FROM
COUNSEL CONCERNING ANY TAX CONSEQUENCE OF THE PLAN; AND NO TAX OPINION IS GIVEN
BY THIS DISCLOSURE STATEMENT.

THIS DESCRIPTION DOES NOT COVER ALL ASPECTS OF CANADIAN FEDERAL INCOME
TAXATION THAT MAY BE RELEVANT TO THE DEBTORS OR HOLDERS OF CLAIMS OR INTERESTS.

FOR THESE REASONS, THE DESCRIPTION THAT FOLLOWS IS NOT A SUBSTITUTE FOR
CAREFUL TAX PLANNING AND PROFESSIONAL TAX ADVICE BASED UPON THE INDIVIDUAL
CIRCUMSTANCES OF EACH HOLDER OF A CLAIM OR INTEREST. HOLDERS OF CLAIMS OR
INTERESTS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE
CANADIAN FEDERAL, PROVINCIAL AND NON-CANADIAN CONSEQUENCES OF THE PLAN.

B. Settlement of Debt

The settlement of Core-Mark International's commercial debt obligations
(as defined in the Act) for an amount (the "Settlement Amount") that may be less
than the full amount owed (the "Outstanding Indebtedness") by Core-Mark
International (the difference between the Settlement Amount and the Outstanding
Indebtedness being hereinafter referred to as the "Forgiven Amount") will result
in the application of the Canadian debt forgiveness rules. Under these rules,
the Forgiven Amount will reduce certain tax attributes of Core-Mark
International in the order prescribed by the Act, and may result in an amount
being included in Core-Mark International's taxable income earned in Canada if
the Forgiven Amount exceeds Core-Mark International's tax attributes.

Core-Mark International believes that the Forgiven Amount will exceed
its tax attributes and that, accordingly, Core-Mark International will be
required to include an amount (the "Excess Amount") in its taxable income earned
in Canada as a result of the settlement of its commercial debt obligations. It
is expected that Core-Mark International will be entitled to claim reserves so
that the Excess Amount will generally be included in its income over five
taxation years.

C. Resident Holders

The following is a summary of certain Canadian federal income tax
considerations generally applicable to a holder of indebtedness of a Debtor who,
at all relevant times, for purposes of the Act and any applicable tax treaty or
convention:

(a) is or is deemed to be a resident of Canada; and

(b) deals at arm's length and is not affiliated with the Debtors
(a "Resident Holder").

This summary does not address the considerations applicable to Resident
Holders that are "financial institutions" (as defined in the Act) and assumes
that no amount on account of interest is received by a Resident Holder of
indebtedness.

A Resident Holder of indebtedness who receives a promissory note, New
Common Stock, an Equity Subscription Right, cash, or any combination of the
foregoing (the "Consideration"), in full or partial satisfaction of the
outstanding principal amount of such holder's indebtedness will be treated as
having disposed of its indebtedness for proceeds of disposition equal to the
fair market value of the Consideration so received. If such indebtedness is held
by a holder as capital property, the disposition will give rise to a capital
gain (or capital loss) to the extent that the proceeds of disposition, net of
any reasonable costs of disposition related thereto, exceed (or are less than)
the adjusted cost base to the Resident Holder, immediately before the
disposition of the indebtedness. If the indebtedness represents trade debts of
the holder, the holder will be required to include in its income (or deduct in
computing its income) the amount by which the fair market value of the
Consideration exceeds (or is less than) the amount of the indebtedness and any
reasonable costs of disposition.

D. Non-Resident Holders

(a) is not and is not deemed to be a resident of Canada;

(b) deals at arm's length and is not affiliated with the Debtors;
and

(c) does not use or hold and is not deemed to use or hold the
indebtedness in carrying on a business in Canada (a "Non-Resident Holder").

This summary does not address the considerations relevant to a
Non-Resident Holder that is an insurer carrying on business in Canada and
elsewhere or a Non-Resident Holder to whom the indebtedness of a Debtor is
taxable Canadian property (as defined in the Act). This summary assumes that no
amount on account of interest is received by a Non-Resident Holder of
indebtedness.

A Non-Resident Holder of indebtedness of a Debtor will not realize any
Canadian federal income tax consequences as a result of the Plan.

E. Expiry or Disposition of Equity Subscription Rights

1. Resident Holders

The following is a summary of certain Canadian federal income tax
considerations generally applicable to a Resident Holder who exercises an Equity
Subscription Right, and who holds the Equity Subscription Right and the
Preferred Stock as capital property. This summary does not address the
considerations applicable to Resident Holders that are "financial institutions"
(as defined in the Act).

No gain or loss will be realized by a Resident Holder upon the exercise
of an Equity Subscription Right. The cost to a Resident Holder of Preferred
Stock acquired upon the exercise of an Equity Subscription Right will be equal
to the aggregate of the Resident Holder's adjusted cost base of the Equity
Subscription Right immediately before such exercise and the amount paid upon the
exercise of the Subscription Right. Upon the expiry of an unexercised Equity
Subscription Right, the Resident Holder will realize a capital loss equal to the
adjusted cost base of the Equity Subscription Right to the Resident Holder.

On a disposition or deemed disposition of an Equity Subscription Right
(other than on the exercise or expiry of such Equity Subscription Right), a
Resident Holder will realize a capital gain (or capital loss) equal to the

amount by which the proceeds of disposition exceed (or are less than) the
aggregate of the Resident Holder's adjusted cost base of the Equity Subscription
Right and any reasonable cost of disposition.

2. Non-Resident Holders

A Non-Resident Holder, who is not an insurer carrying on business in
Canada and elsewhere or a Non-Resident Holder to whom an Equity Subscription
Right is taxable Canadian property (as defined in the Act), will not realize any
Canadian federal tax consequences as a result of the exercise or expiry of the
Equity Subscription Rights.

XIV. ALTERNATIVES TO PLAN

The Debtors believe that if the Plan is not confirmed, or is not
confirmable, the alternatives to the Plan include: (a) the conversion to a
chapter 7 case and concomitant liquidation of the Debtors' assets on a "forced
sale" basis; (b) dismissal of the case(s); or (c) an alternative plan of
reorganization.

A. Liquidation Under Chapter 7

If no plan can be confirmed, the Chapter 11 Cases may be converted to
Chapter 7 of the Bankruptcy Code, pursuant to which a trustee would be appointed
to liquidate the assets of the Debtors for distribution to creditors in
accordance with the priorities established by the Bankruptcy Code. For the
reasons previously discussed above, the Debtors believe that Confirmation of the
Plan will provide each Holder of an Unsecured Claim entitled to receive a
distribution under the Plan with a recovery that is expected to be substantially
more than it would receive in a liquidation under Chapter 7 of the Bankruptcy
Code.

B. Dismissal

Dismissal of the Chapter 11 Case(s) would leave the secured creditors
in a position to exercise their state law rights under their existing securities
interest, including foreclosure of such liens. The Debtors believe that in a
dismissal scenario the unsecured creditors would not receive any Distribution.

C. Alternative Plan

The Debtors believe that any alternative plan would not result in as
favorable of treatment of Claims as proposed under the Debtors' Plan.

XV. CONCLUSION

The Debtors and Creditors' Committee believe that the Plan maximizes
recoveries to all creditors and, thus, is in their best interests. The Plan as
structured, among other things, allows creditors to participate in distributions
in excess of those that would be available if the Debtors were liquidated under
chapter 7 of the Bankruptcy Code and minimizes delays in recoveries to all
creditors.

THE DEBTORS AND THE CREDITORS' COMMITTEE URGE CREDITORS TO ACCEPT THE
PLAN AND TO EVIDENCE SUCH ACCEPTANCE BY RETURNING THEIR PROPERLY COMPLETED
BALLOT(S) SO THAT THEY WILL BE ACTUALLY RECEIVED, AS INSTRUCTED ABOVE, BY THE
SOLICITATION AGENT IDENTIFIED HEREIN AT 4:00 P.M. 5:00 P.M., PREVAILING EASTERN
TIME, ON ___________ __ 2004.

/s/ Rebecca A. Roof
------------------------------------------------------------
Rebecca A. Roof, Interim Chief Financial Officer of FLEMING
COMPANIES, INC., et. al., Debtors and Debtors in Possession

KIRKLAND & ELLIS LLP
Richard L. Wynne, Esq. (CA Bar No. 120349)
Shirley S. Cho, Esq. (CA Bar No. 192616)
777 South Figueroa Street
Los Angeles, California 90017
Telephone: (213) 680-8400
Facsimile: (213) 680-8500

And

KIRKLAND & ELLIS LLP
James H. M. Sprayregen, P.C. (ARDC No. 6190206)
Janet Baer (ARDC No. 6182994)
Geoffrey A. Richards, Esq. (ARDC No. 6230120)
200 East Randolph Drive
Chicago, Illinois 60601-6636
Telephone: (312) 861-2000
Facsimile: (312) 861-2200

And

PACHULSKI, STANG, ZIEHL, YOUNG, JONES & WEINTRAUB P.C.
Laura Davis Jones, Esq. (Bar No. 2436)
Ira D. Kharasch, Esq. (CA Bar No. 109084)
919 North Market Street, Sixteenth Floor
Post Office Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Counsel to Debtors and Debtors in Possession

EXHIBITS

Exhibit 1 Plan

Exhibit 2 Solicitation Order

Exhibit 3 Financial Information and Projections

3A -- Chapter 11 Emergence Balance Sheet
3B -- Core Mark Newco Financial Projections
3C -- Post Confirmation Trust Financial Projections

Exhibit 4 Best Interests Analysis

Exhibit 5 The Rights Offering Description

EXHIBIT 1

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

IN RE: ) CHAPTER 11
)
FLEMING COMPANIES, INC., ET AL.,(1) ) CASE NO. 03-10945 (MFW)
) (JOINTLY ADMINISTERED)
)
DEBTORS. )

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

DEBTORS' AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS' FIRST AMENDED
JOINT PLAN OF REORGANIZATION OF FLEMING COMPANIES, INC. AND ITS FILING
SUBSIDIARIES UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

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

KIRKLAND & ELLIS LLP MILBANK TWEED HADLEY & MCCLOY LLP
200 East Randolph Drive One Chase Manhattan Plaza
Chicago, IL 60601 New York, NY 10005
(312) 861-2000 (212) 530-5000

and and

PACHULSKI, STANG, ZIEHL, YOUNG, PEPPER HAMILTON LLP
JONES & WEINTRAUB, PC 100 Renaissance Center
919 North Market Street, 16th Floor Suite 3600
PO Box 8705 Detroit, MI 48243-1157
Wilmington, DE 19899-8705 (313) 259-7110
(302) 652-4100
Co-Counsel for the Official
Co-Counsel for the Debtors and Committee of Unsecured Creditors
Debtors in Possession

Dated: January 19, 2004

- --------------------------
(1) The Debtors are the following entities: Core-Mark International, Inc.;
Fleming Companies, Inc.; ABCO Food Group, Inc.; ABCO Markets, Inc.; ABCO
Realty Corp.; ASI Office Automation, Inc.; C/M Products, Inc.; Core-Mark
Interrelated Companies, Inc.; Core-Mark Mid-Continent, Inc.; Dunigan Fuels,
Inc.; Favar Concepts, Ltd.; Fleming Foods Management Co., L.L.C., Fleming
Foods of Texas, L.P.; Fleming International, Ltd.; Fleming Supermarkets of
Florida, Inc.; Fleming Transportation Service, Inc.; Food 4 Less Beverage
Company, Inc.; Fuelserv, Inc.; General Acceptance Corporation; Head
Distributing Company; Marquise Ventures Company, Inc.; Minter-Weisman Co.;
Piggly Wiggly Company; Progressive Realty, Inc.; Rainbow Food Group, Inc.;
Retail Investments, Inc.; Retail Supermarkets, Inc.; RFS Marketing
Services, Inc.; and Richmar Foods, Inc.

TABLE OF CONTENTS

PAGE
----

ARTICLE I. RULES OF INTERPRETATION, COMPUTATION OF TIME, GOVERNING LAW, RESERVATION OF RIGHTS AND DEFINED TERMS.. 1
A. Rules of Interpretation, Computation of Time and Governing Law................................. 1
B. Reservation of Rights.......................................................................... 1
C. Defined Terms.................................................................................. 1

ARTICLE II. UNCLASSIFIED CLAIMS.................................................................................. 12
A. Administrative Claims.......................................................................... 12
B. Priority Tax Claims............................................................................ 13
C. DIP Claims..................................................................................... 13

ARTICLE III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS.............................. 14
A. Summary........................................................................................ 14
B. Classification and Treatment................................................................... 14
C. Special Provision Governing Unimpaired Claims.................................................. 18

ARTICLE IV. ACCEPTANCE OR REJECTION OF THE PLAN.................................................................. 18
A. Voting Classes................................................................................. 18
B. Acceptance by Impaired Classes................................................................. 18
C. Presumed Acceptance of Plan.................................................................... 19
D. Presumed Rejection of Plan..................................................................... 19
E. Non-Consensual Confirmation.................................................................... 19

ARTICLE V. MEANS FOR IMPLEMENTATION OF THE PLAN.................................................................. 19
A. Substantive Consolidation...................................................................... 19
B. Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors................. 19
C. Cancellation of Old Notes, Old Stock and Other Equity Interests................................ 20
D. Issuance of New Securities; Execution of Related Documents..................................... 20
E. Restructuring Transactions..................................................................... 20
F. Corporate Governance, Directors and Officers, and Corporate Action............................. 21
G. Post Confirmation Trust........................................................................ 21
H. Creation of Professional Fee Escrow Account.................................................... 22

ARTICLE VI. DEBTORS' RETAINED CAUSES OF ACTION................................................................... 22
A. Maintenance of Causes of Action................................................................ 22
B. Preservation of Causes of Action............................................................... 22
C. Preservation of All Causes of Action Not Expressly Settled or Released......................... 23

ARTICLE VII. FUNDING OF THE PLAN................................................................................. 24
A. Exit Financing Facility, Obtaining Cash for Plan Distributions and Transfers of Funds Among
the Debtors and the Reorganized Debtors........................................................ 24
B. Tranche B Loan................................................................................. 24
C. The Rights Offering Alternative................................................................ 24
D. Sale of Assets................................................................................. 24

ARTICLE VIII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.............................................. 25
A. Assumption/Rejection of Executory Contracts and Unexpired Leases............................... 25
B. Claims Based on Rejection of Executory Contracts or Unexpired Leases........................... 25
C. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed.......................... 25
D. Indemnification of Directors, Officers and Employees........................................... 25

PAGE
----

E. Compensation and Benefit Programs.............................................................. 26

ARTICLE IX. PROVISIONS GOVERNING DISTRIBUTIONS................................................................... 26
A. Distributions for Claims Allowed as of the Effective Date...................................... 26
B. Distributions by Core-Mark Newco and the Post Confirmation Trust............................... 26
C. Interest on Claims............................................................................. 26
D. Compliance with Tax Requirements/Allocations................................................... 26
E. Delivery and Distributions and Undeliverable or Unclaimed Distributions........................ 27
F. Distribution Record Date....................................................................... 27
G. Timing and Calculation of Amounts to be Distributed............................................ 27
H. Minimum Distribution........................................................................... 28
I. Setoffs........................................................................................ 28
J. Old Notes...................................................................................... 28
K. Failure to Surrender Canceled Instruments...................................................... 28
L. Lost, Stolen, Mutilated or Destroyed Debt Securities........................................... 28
M. Share Reserve.................................................................................. 29
N. Settlement of Claims and Controversies......................................................... 29

ARTICLE X. PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS............................. 29
A. Resolution of Disputed Claims.................................................................. 29
B. Allowance of Claims............................................................................ 30
C. Controversy Concerning Impairment.............................................................. 30
D. Impact on Pending Litigation................................................................... 30

ARTICLE XI. CONDITIONS PRECEDENT TO CONFIRMATION AND OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN................ 30
A. Conditions Precedent to Confirmation........................................................... 30
B. Conditions Precedent to Occurrence of the Effective Date....................................... 30
C. Waiver of Conditions........................................................................... 32
D. Effect of Non-occurrence of Conditions to Occurrence of the Effective Date..................... 32

ARTICLE XII. DISCHARGE, RELEASE, INJUNCTION AND RELATED PROVISIONS............................................... 32
A. Subordination.................................................................................. 32
B. MUTUAL RELEASES BY RELEASEES................................................................... 32
C. RELEASES BY HOLDERS OF CLAIMS.................................................................. 32
D. INDEMNIFICATION................................................................................ 33
E. EXCULPATION.................................................................................... 33
F. DISCHARGE OF CLAIMS AND TERMINATION OF EQUITY INTERESTS........................................ 33
G. INJUNCTION..................................................................................... 33

ARTICLE XIII. RETENTION OF JURISDICTION.......................................................................... 34

ARTICLE XIV. MISCELLANEOUS PROVISIONS............................................................................ 35
A. Effectuating Documents, Further Transactions and Corporation Action............................ 35
B. Dissolution of Committee....................................................................... 35
C. Payment of Statutory Fees...................................................................... 35
D. Modification of Plan........................................................................... 35
E. Revocation of Plan............................................................................. 35
F. Environmental Liabilities...................................................................... 35
G. Successors and Assigns......................................................................... 36
H. Reservation of Rights.......................................................................... 36
I. Section 1146 Exemption......................................................................... 36
J. Further Assurances............................................................................. 36
K. Service of Documents........................................................................... 36
L. Filing of Additional Documents................................................................. 37

TABLE OF EXHIBITS TO BE FILED WITH THE PLAN

[EXHIBIT A EXIT FACILITY TERM SHEET]
[EXHIBIT B RIGHTS PARTICIPATION SCHEDULE]
[EXHIBIT C EXCLUDED D&O RELEASEES]
[EXHIBIT D SCHEDULE OF RETAINED CAUSES OF ACTION]
[EXHIBIT E TRANCHE B LOAN TERM SHEET]
[EXHIBIT F EQUITY COMMITMENT LETTER]

DEBTORS' AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS' FIRST AMENDED JOINT
PLAN OF REORGANIZATION OF FLEMING COMPANIES, INC. AND ITS
FILING SUBSIDIARIES UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

Pursuant to Title 11 of the United States Code, 11 U.S.C.Sections 101
et seq., Fleming Companies, Inc. and its Filing Subsidiaries, debtors and
debtors-in-possession in the above-captioned and numbered case, and their
Official Committee of Unsecured Creditors hereby respectfully propose the
following Joint First Amended Plan of Reorganization of Fleming Companies, Inc.
and its Filing Subsidiaries Under Chapter 11 of the United States Bankruptcy
Code:

ARTICLE I.

RULES OF INTERPRETATION,
COMPUTATION OF TIME, GOVERNING LAW, RESERVATION OF RIGHTS AND DEFINED TERMS

A. Rules of Interpretation, Computation of Time and Governing Law

1. For purposes herein: (a) whenever from the context it is
appropriate, each term, whether stated in the singular or the plural, shall
include both the singular and the plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, feminine and the neuter
gender; (b) any reference herein to a contract, instrument, release, indenture
or other agreement or document being in a particular form or on particular terms
and conditions means that such document shall be substantially in such form or
substantially on such terms and conditions; (c) any reference herein to an
existing document or exhibit Filed, or to be Filed, shall mean such document or
exhibit, as it may have been or may be amended, modified or supplemented; (d)
unless otherwise specified, all references herein to Sections, Articles and
Exhibits are references to Sections, Articles and Exhibits hereof or hereto; (e)
the words "herein," "hereof" and "hereto" refer to the Plan in its entirety
rather than to a particular portion of this Plan; (f) captions and headings to
Articles and Sections are inserted for convenience of reference only and are not
intended to be a part of or to affect the interpretation hereof; (g) the rules
of construction set forth in section 102 of the Bankruptcy Code shall apply; and
(h) any term used in capitalized form herein that is not otherwise defined but
that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the
meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as
the case may be.

2. In computing any period of time prescribed or allowed hereby,
the provisions of Bankruptcy Rule 9006(a) shall apply.

3. Except to the extent that the Bankruptcy Code or Bankruptcy
Rules are applicable, and subject to the provisions of any contract, instrument,
release, indenture or other agreement or document entered into in connection
herewith, the rights and obligations arising hereunder shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware,
without giving effect to the principles of conflict of laws thereof.

B. Reservation of Rights

This Plan is a joint Plan of the Debtors and the Committee. The Plan
currently contains several matters on which the Debtors and the Committee have
not reached final agreement. In the event that the parties can not reach final
agreement on such matters prior to solicitation of votes on the Plan, the
parties reserve their respective rights to withdraw their support for this joint
Plan and proceed in any manner appropriate as outlined in the Stipulation Re
Co-Exclusive Period to File Plan of Reorganization dated November 25, 2003, or
under the Bankruptcy Code.

C. Defined Terms

Unless the context requires otherwise, the following terms shall have
the following meanings when used in capitalized form herein:

1. "5 1/4% Convertible Senior Subordinated Notes" means the 5
1/4% Convertible Senior Subordinated Notes due 2009 issued by Fleming in the
original principal amount of $150 million and guaranteed by all of the Debtors.

2. "5 1/4% Convertible Senior Subordinated Notes Indenture" means
that certain indenture dated March 15, 2001, between Bank One, N.A., as
indenture trustee, and Fleming, as amended or supplemented.

3. "9 1/4% Senior Notes" means the 9 1/4% Senior Notes due 2010
issued by Fleming in the original principal amount of $200 million and
guaranteed by all of the Debtors.

4. "9 1/4% Senior Notes Indenture" mean that certain indenture
dated June 18, 2002, between the Bank of New York., as successor trustee to
Manufactures and Traders Trust Company, and Fleming, as amended or supplemented.

5. "9 7/8% Senior Subordinated Notes" means the 9 7/8% Senior
Subordinated Notes due 2012 issued by Fleming in the original principal amount
of $260 million and guaranteed by all of the Debtors.

6. "9 7/8% Senior Subordinated Notes Indenture" means that
certain indenture dated April 15, 2002, between Bank One, N.A., as indenture
trustee, and Fleming, as amended or supplemented.

7. "10 1/8% Senior Notes" means the 10 1/8% Senior Notes due 2008
issued by Fleming in the original principal amount of $355 million and
guaranteed by all of the Debtors.

8. "10 1/8% Senior Notes Indenture" means that certain indenture
dated March 15, 2001, between the Bank of New York as successor indenture
trustee to Bankers Trust Company, and Fleming, as amended or supplemented.

9. "10 5/8% Senior Subordinated Notes" means the Series A and B
10 5/8% Senior Notes due in 2007 issued by Fleming in the original principal
amount of $400 million and guaranteed by all of the Debtors.

10. "10 5/8% Senior Subordinated Notes Indenture" means that
certain indenture dated July 25, 1997, between Bank One, N.A. as indenture
trustee, and Fleming as amended or supplemented.

11. "Additional Carve-Out" means that additional carve-out
provided for Professional fees and expenses of $6.0 million, which are entitled
to payout prior to the payment of Administrative Claims to Allowed Approved
Trade Creditor Lien Claim Holders, as outlined in the Final DIP Order.

12. "Additional Participating Amounts" means the amount to which a
Disputing Holder may participate in the Rights Offering, as determined by the
Bankruptcy Court or by the Debtors with the consent of the Committee and the
Equity Investor.

13. "Administrative Claim" means a Claim for costs and expenses of
administration under section 503(b), 507(b) or 1114(e)(2) of the Bankruptcy
Code, including, but not limited to: (a) the actual and necessary costs and
expenses incurred after the Petition Date of preserving the Estates and
operating the businesses of the Debtors (including Approved Trade Creditor Lien
Claims as well as wages, salaries or commissions for services and payments for
goods and other services and leased premises); (b) compensation for legal,
financial advisory, accounting and other services and reimbursement of expenses
awarded or allowed under sections 328, 330(a) or 331 of the Bankruptcy Code or
otherwise; and (c) all fees and charges assessed against the Estates under
chapter 123 of Title 28 United States Code, 28 U.S.C. Sections 1911-1930.

14. "Agents" mean Deutsche Bank Trust Company Americas, acting in
its capacity as administrative agent for the Post-Petition Lenders, and JPMorgan
Chase Bank, acting in its capacity as collateral agent for the Post-Petition
Lenders.

15. "Allowed" means, with respect to any Claim or Equity Interest,
except as otherwise provided herein: (a) a Claim or Equity Interest that has
been scheduled by the Debtors in their schedule of liabilities as other than
disputed, contingent or unliquidated and as to which the Debtors or any other
party in interest has not Filed an objection by the Objection Deadline; (b) a
Claim or Equity Interest that either is not a Disputed Claim or Equity

Interest or has been allowed by a Final Order; (c) a Claim or Equity Interest
that is allowed: (i) in any stipulation of amount and nature of Claim executed
prior to the Confirmation Date; (ii) in any stipulation with any Debtor or
Reorganized Debtor of amount and nature of Claim or Equity Interest executed on
or after the Confirmation Date; or (iii) in or pursuant to any contract,
instrument, indenture or other agreement entered into or assumed in connection
herewith; (d) a Claim or Equity Interest relating to a rejected executory
contract or unexpired lease that either (i) is not a Disputed Claim or Equity
Interest or (ii) has been allowed by a Final Order, in either case only if a
proof of Claim or Equity Interest has been Filed by the Claims Bar Date or has
otherwise been deemed timely Filed under applicable law; or (e) a Claim or
Equity Interest as to which a proof of Claim has been timely filed and as to
which the Debtors or any party in interest has not filed an objection by the
Objection Deadline; and with respect to all Claims only after reduction for
unpaid pre-petition and post-petition deductions, preference payments and other
applicable setoff rights.

16. "Allowed Claim" means an Allowed Claim in the particular Class
described.

17. "Allowed Interest" means an Allowed Equity Interest in the
particular Class described.

18. "Approved Trade Creditor" means a trade creditor who elected
to participate in the Trade Credit Program established under the Final DIP Order
and provided post-petition trade credit thereunder.

19. "Approved Trade Creditor Lien" means the junior lien of an
Approved Trade Creditor in the amount of actual trade credit provided pursuant
to the agreement with the Debtors and as outlined in the Trade Credit Program.

20. "Approved Trade Creditor Lien Claim" means the Claim of an
Approved Trade Creditor in the amount of actual unpaid trade credit provided
pursuant to the agreement with the Debtors and as outlined in the Trade Credit
Program.

21. "Approved Trade Creditor Reclamation Lien" means the junior
lien of an Approved Trade Creditor holding a Reclamation Claim in the lesser of
(a) the amount of actual trade credit provided pursuant to the agreement with
the Debtors as outlined in the Trade Credit Program; and (b) the amount of the
Allowed Reclamation Claim, as outlined in the Trade Credit Program determined
without consideration of whether the Inventory of the Debtors exceeded the
amount of the Pre-Petition Lenders' Secured Claim.

22. "Approved Trade Creditor Reclamation Lien Claim" means the
Claim of an Approved Trade Creditor holding a Reclamation Claim in the lesser of
(a) the amount of the actual trade credit provided pursuant to the agreement
with the Debtors as outlined in the Trade Credit Program and (b) the amount of
the Allowed Reclamation Claim, as outlined in the Trade Credit Program
determined without consideration of whether the Inventory of the Debtors
exceeded the amount of the Pre-Petition Lenders' Secured Claim.

23. "Assumption Schedule" means the schedule included in the Plan
Supplement of executory contracts and unexpired leases that are to be assumed by
the Reorganized Debtors on the Effective Date.

24. "Avoidance Actions" means those avoidance actions available
pursuant to Chapter 5 of the Bankruptcy Code.

25. "Ballots" means the ballots accompanying the Disclosure
Statement upon which Holders of Impaired Claims entitled to vote shall indicate
their acceptance or rejection of the Plan in accordance with the Plan and the
Voting Instructions.

26. "Bank Guarantees" means those guarantees issued by the Filing
Subsidiaries in favor of the Pre-Petition Lenders, guaranteeing the obligations
of Fleming on the Pre-Petition Credit Agreement.

27. "Bankruptcy Code" means Title 11 of the United States Code,
and applicable portions of Titles 18 and 28 of the United States Code.

28. "Bankruptcy Court" means the United States District Court
having jurisdiction over the Chapter 11 Cases and, to the extent of any
reference made pursuant to section 157 of Title 28 of the United States

Code and/or the General Order of such District Court pursuant to section 151 of
Title 28 of the United States Code, the bankruptcy unit of such District Court.

29. "Bankruptcy Rules" means the Federal Rules of Bankruptcy
Procedure, as amended from time to time, as applicable to the Chapter 11 Cases,
promulgated under 28 U.S.C. Section 2075 and the General, Local and Chambers
Rules of the Bankruptcy Court.

30. "Beneficial Holder" means the Person or Entity holding the
beneficial interest in a Claim or Equity Interest.

31. "Bondholders" mean the Beneficial Holders of the Old Notes.

32. "Bond Guarantees" means those guarantees issued by the Filing
Subsidiaries in favor of the Holders of Old Notes guaranteeing the obligations
of Fleming on the Old Notes.

33. "Business Day" means any day, other than a Saturday, Sunday or
"legal holiday" (as defined in Bankruptcy Rule 9006(a)) in Wilmington, Delaware.

34. "Canadian CCAA Court" means the Supreme Court of British
Columbia or such other court in Canada having jurisdiction over Core-Mark
International Inc.'s proceedings under the CCAA from time to time.

35. "Carve-Out" means the carve-out provided for in the Final DIP
Order or any Court Order or credit agreement executed with respect to a
refinancing of the DIP Credit Facility or Pre-Petition Credit Agreement which
includes but is not necessarily limited to (i) in the event of the occurrence
and during the continuation of a Termination Event (as defined in the Final DIP
Order), the payment of allowed and unpaid professional fees and disbursements
incurred by the Debtors and the Committee in an aggregate amount not in excess
of $4.0 million (plus all unpaid professional fees and disbursements incurred
prior to the occurrence of such Termination Event strictly in accordance with
the budget described in the Final DIP Order and to the extent allowed by the
Bankruptcy Court and (ii) the payment of all fees required to be paid pursuant
to 28 U.S.C. Section 1930(c)(6) and all unpaid fees payable to the Clerk of this
Court or the United States Trustee.

36. "Cash" means cash and cash equivalents.

37. "Cause of Action" means, including but is not limited to, all
Claims, actions, choses in action, causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants,
controversies, agreements, promises, variances, trespasses, damages, judgments,
third-party claims, counterclaims and cross claims (including, but not limited
to, all claims in any avoidance, recovery, subordination or other actions
against Insiders and/or any other Persons under the Bankruptcy Code, including
sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 551 and 553) of the
Debtors, the Debtors in Possession and/or the Estates (including, but not
limited to, those actions listed in this Plan, Exhibit D filed herewith, the
Disclosure Statement and the Plan Supplement) that are or may be pending on the
Effective Date or instituted by Core-Mark Newco, the Reorganized Debtors or the
Post Confirmation Trust, as applicable, after the Effective Date against any
Person based on law or equity, including, but not limited to, under the
Bankruptcy Code, whether direct, indirect, derivative, or otherwise and whether
asserted or unasserted, known or unknown.

38. "CCAA" means the Companies' Creditors Arrangement Act
(Canada).

39. "Chapter 11 Cases" means the chapter 11 bankruptcy cases filed
by the Debtors on April 1, 2003, in the Bankruptcy Court.

40. "Claim" means (a) right to payment, whether or not such right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b)
any right to an equitable remedy for breach of performance if such breach gives
rise to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured, as defined in section 101(5) of the Bankruptcy
Code.

41. "Claim Holder" means the Holder of a Claim.

42. "Claims Bar Date" means September 15, 2003.

43. "Class" means a category of Holders of Claims or Equity
Interests as set forth in Article III herein.

44. "COBRA Claims" means those Claims for continuation of health
plan coverage as required in section 4980B of the Internal Revenue Code of 1986,
as amended.

45. "Confirmation" means the entry of the Confirmation Order.

46. "Confirmation Date" means the date upon which the Confirmation
Order is entered by the Bankruptcy Court on its docket, within the meaning of
Bankruptcy Rule 5003.

47. "Confirmation Hearing" means that hearing before the
Bankruptcy Court wherein the Debtors seek confirmation of the Plan as provided
for in section 1128 of the Bankruptcy Code.

48. "Confirmation Order" means the order of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

49. "Contract Claims Bar Dates" means those certain dates set
forth in any prior or subsequent Orders of the Bankruptcy Court by which Claims
pursuant to sections 365 and/or 502(b)(6) of the Bankruptcy Code must be filed.

50. "Convenience Claims" means those General Unsecured Claims in
Class 7 herein, as described in Section III.B.9.

51. "Core-Mark Newco" means the Delaware corporation to be formed
on the Effective Date, as well as Core-Mark Holdings I, Core-Mark Holdings II
and Core-Mark Holdings III, as further described in Section V.E. herein.

52. "Creditors Committee" or "Committee" means the Official
Committee of Unsecured Creditors appointed in the Chapter 11 Cases by the United
States Trustee on April 14, 2003.

53. "D&O Releasees" means all officers, directors, employees,
attorneys, financial advisors, accountants, investment bankers, agents and
representatives of each Debtor and their respective subsidiaries, in each case
in their capacity as such as of the Petition Date or thereafter, whose
identities shall be mutually agreed upon by the Debtors and the Committee, but
excluding the Excluded D&O Releasees.

54. "Debtors" means Fleming and its Filing Subsidiaries, as
debtors in the Chapter 11 Cases.

55. "DIP Claim" means a Claim arising under or as a result of the
DIP Credit Facility, including letters of credit arising thereunder.

56. "DIP Credit Facility" means the commitment secured by the
Debtors for debtor-in-possession financing from the Post-Petition Lenders
authorized in the Final DIP Order or any refinancing thereof, including but not
limited to a refinancing whereby the refinancing lender takes an assignment of
the DIP Credit Facility or the Claims of the Post-Petition Lenders thereunder.

57. "Disclosure Statement" means the First Amended Disclosure
Statement in Support of Debtors' and Official Committee of Unsecured Creditors'
First Amended Joint Plan of Reorganization of Fleming Companies, Inc., and its
Filing Subsidiaries under Chapter 11 of the Bankruptcy Code dated January 19,
2004, as amended, supplemented, or modified from time to time, describing the
Plan, that is prepared and distributed in accordance with the Bankruptcy Code.

58. "Disputed" means, for purposes of this Plan, with respect to
any Claim or Equity Interest, any Claim or Equity Interest: (a) listed on the
Schedules as unliquidated, disputed or contingent and for which a timely
Objection has been filed; or (b) as to which any Debtor or any other party in
interest has interposed a timely objection or request for estimation in
accordance with the Bankruptcy Code and the Bankruptcy Rules which has not been
withdrawn or determined by a Final Order.

59. "Disputing Holder" means a Holder of a Class 6 General
Unsecured Claim that disputes its Rights Participation Claim Amount and acts in
accordance with the procedures described in section VII.B.10.

60. "Distribution Record Date" means the Effective Date.

61. "DSD Trust Claims" means those claims of certain vendors that
arose from the direct shipment of goods to retailers, and which are subject to
ongoing litigation.

62. "DTC" means The Depository Trust Company.

63. "Effective Date" means the date selected by the Debtors and
the Committee on which: (a) no stay of the Confirmation Order is in effect, and
(b) all conditions specified in Article XI herein have been (i) satisfied or
(ii) waived pursuant to Section XI.C.

64. "Entity" means an entity as defined in section 101(15) of the
Bankruptcy Code.

65. "Equity Commitment Letter" means that certain commitment
letter between the Debtors and the Equity Investor whereby the Equity Investor,
subject to the satisfaction or waiver of certain conditions, commits to purchase
and exercise the Equity Subscription Rights not otherwise exercised prior to the
Subscription Expiration Date, attached to the Plan as Exhibit E.

66. "Equity Interest" means (a) any equity interest of Fleming,
including, but not limited to, all issued, unissued, authorized or outstanding
shares or stock (including the Old Stock) and (b) any interest, including but
not limited to, any warrant, options, conversion privileges or contract rights
to purchase or acquire any equity security of Fleming at any time.

67. "Equity Investor" means the Person(s) that, subject to the
satisfaction or waiver of certain conditions, has committed to purchase all
Preferred Stock for which the Equity Subscription Rights were not exercised
prior to the Subscription Expiration Date.

68. "Equity Subscription Right" means the right to purchase shares
of Preferred Stock offered to those Claim Holders listed on the Rights
Participation Schedule.

69. "Estate" means the estate of each Debtor created by section
541 of the Bankruptcy Code upon the commencement of the Chapter 11 Cases.

70. "Exchange Agent" means the institution engaged by the Debtors
to conduct the exchange of certain securities as provided for herein.

71. "Excluded D&O Releasees" means those parties listed on Exhibit
C filed herewith, which Exhibit shall be mutually agreed upon by the Debtors and
the Committee.

72. "Exercising Claim Holder" means the Holder of an Equity
Subscription Right that has timely and duly exercised the Equity Subscription
Right that such Holder was eligible to exercise.

73. "Exit Financing Facility" means the senior secured term and
revolving credit facilities in the anticipated aggregate amount of $[____]
million, that will be entered into by Core-Mark Newco on the Effective Date on
substantially the terms set forth on Exhibit A filed herewith.

74. "File" or "Filed" means file or filed with the Bankruptcy
Court in the Chapter 11 Cases.

75. "Filing Subsidiaries" means Core-Mark International, Inc.;
ABCO Food Group, Inc.; ABCO Markets, Inc.; ABCO Realty Corp.; ASI Office
Automation, Inc.; C/M Products, Inc.; Core-Mark Interrelated Companies, Inc.;
Core-Mark Mid-Continent, Inc.; Dunigan Fuels, Inc.; Favar Concepts, Ltd.;
Fleming Foods Management Co., L.L.C., Fleming Foods of Texas, L.P.; Fleming
International, Ltd.; Fleming Supermarkets of Florida, Inc.; Fleming
Transportation Service, Inc.; Food 4 Less Beverage Company, Inc.; Fuelserv,
Inc.; General Acceptance Corporation; Head Distributing Company; Marquise
Ventures Company, Inc.; Minter-Weisman Co.;

Piggly Wiggly Company; Progressive Realty, Inc.; Rainbow Food Group, Inc.;
Retail Investments, Inc.; Retail Supermarkets, Inc.; RFS Marketing Services,
Inc.; and Richmar Foods, Inc.

76. "Final Decree" means the decree contemplated under Bankruptcy
Rule 3022.

77. "Final DIP Order" means that Final Order entered by the
Bankruptcy Court on May 6, 2003, providing final authorization for the Debtors
to utilize the DIP Credit Facility.

78. "Final Order" means an order or judgment of the Bankruptcy
Court, or other court of competent jurisdiction with respect to the subject
matter, which has not been reversed, stayed, modified or amended, and as to
which the time to appeal or seek certiorari has expired and no appeal or
petition for certiorari has been timely taken, or as to which any appeal that
has been taken or any petition for certiorari that has been or may be filed has
been resolved by the highest court to which the order or judgment was appealed
or from which certiorari was sought.

79. "First Administrative Bar Date" means January 15, 2004.

80. "First Administrative Bar Date Order" means the Order
Establishing Deadline for Filing Requests for Allowance of Certain
Administrative Expense Claims, Approving Form and Manner of Notice thereof and
Approving Proof of Administrative Claim Form dated November 26, 2003.

81. "Fleming" means Fleming Companies, Inc.

82. "Fleming Convenience" means Core-Mark International Inc.,
Core-Mark Interrelated Companies, Inc., Core-Mark Mid Continent Inc.,
Minter-Weisman Co., Head Distributing Company and the Debtors' other related
convenience store operations.

83. "General Unsecured Claim" means any Claim against any Debtor
that is not a Claim within Classes 1, 2, 3(A), 3(B), 3(C), 4, 5, 8 and 9 and is
not an Administrative Claim, Priority Tax Claim or DIP Claim.

84. "Holder" and, collectively, "Holders" mean a Person or Entity
holding an Equity Interest or Claim, including a Holder of the Old Notes or the
Old Stock, and with respect to a vote on the Plan, means the Beneficial Holder
as of the Record Date or any authorized signatory who has completed and executed
a Ballot or on whose behalf a Master Ballot has been completed and executed in
accordance with the Voting Instructions.

85. "Impaired" means with respect to any Class of Claims or Equity
Interests, that such Claims or Equity Interests will not be paid in full upon
the effectiveness of this Plan, will not be reinstated or will be changed by the
reorganization effectuated hereby.

86. "Impaired Claim" means a Claim classified in an Impaired Class
of Claims.

87. "Impaired Class" means each of the Classes that is not an
Unimpaired Class.

88. "Indentures" means the 5 1/4% Convertible Senior Subordinated
Notes Indenture, the 9 1/4% Senior Notes Indenture, the 9 7/8% Senior
Subordinated Notes Indenture, the 10 1/8% Senior Notes Indenture and the 10 5/8%
Senior Subordinated Notes Indenture.

89. "Intercompany Claims" means any Claim held by any Debtor
against any other Debtor or any Claim held by a Debtor subsidiary that is not a
Filing Subsidiary against any Debtor.

90. "Inventory" means products and supplies of the Debtors, on
hand or in transit on the Petition Date, specifically excluding Cash, property,
plant and equipment, capital leases or similar items.

91. "Litigation Claims" means all Avoidance Actions and Vendor
Deductions.

92. "Management Incentive Plan" means that certain equity
incentive program (the terms of which shall be outlined in the Plan Supplement),
pursuant to which certain key employees of the Reorganized Debtors or its
subsidiaries will receive or have the right to receive up to [__%] of the New
Common Stock to be issued pursuant hereto, which shall not be diluted by the
shares of Preferred Stock issued pursuant to the Rights Offering.

93. "Master Ballots" mean the master ballots accompanying the
Disclosure Statement upon which Holders of Old Notes shall indicate their
acceptance or rejection of the Plan in accordance with the Voting Instructions.

94. "Master Subscription Form" means that subscription for
distribution to Nominee Holders of General Unsecured Claims for the purpose of
recording and transmitting the elections of the Beneficial Holders of such
General Unsecured Claims.

95. "New Common Stock" means the [_______] shares of Core-Mark
Newco common stock, par value $.01 per share, to be authorized pursuant to its
Certificate of Incorporation, of which up to an aggregate of [_____________]
shares shall be initially issued pursuant hereto.

96. "Nominee" means any broker, dealer, commercial bank, trust
company, savings and loan, financial institution or other nominee in whose name
securities are registered or held of record on behalf of a Beneficial Holder.

97. "Objection Deadline" means that date which is 180 days after
the Effective Date or such later date as the Court may allow upon request by the
Reorganized Debtors or the Post Confirmation Trustee, as applicable, by which
the Debtors or any party in interest have to file an objection to any Claim not
previously allowed.

98. "Old Notes" means the 5 1/4% Convertible Senior Subordinated
Notes, the 9 1/4% Senior Notes, the 9 7/8% Senior Subordinated Notes, the
10 1/8% Senior Notes and the 10 5/8% Senior Subordinated Notes.

99. "Old Notes Trustees" means Bank One, N.A, the Bank of New York
and Bankers Trust Company.

100. "Old Senior Notes" means the 9 1/4% Senior Notes and the
10 1/8% Senior Notes.

101. "Old Senior Subordinated Notes" means the 5 1/4% Convertible
Senior Subordinated Notes, the 9 7/8% Senior Subordinated Notes and the 10 5/8%
Senior Subordinated Notes.

102. "Old Stock" means all of the issued and outstanding shares of
Fleming common stock, $.01 par value per share.

103. "Option Period" means the period within which purchasers of
the Wholesale Distribution Business as outlined in the Bankruptcy Court's Order
of August 15, 2003 have to designate the acceptance, assignment or rejection of
certain executory contracts and unexpired leases.

104. "Other Priority Non-Tax Claims" means any Claim accorded
priority in right of payment under section 507(a) of the Bankruptcy Code, other
than a Priority Tax Claim or an Administrative Claim.

105. "Other Secured Claims" means Secured Claims not in Classes 2,
3(B) or 3(C).

106. "Other Securities Claims and Interests" means (a) any Equity
Interest in Fleming (other than Old Stock), including, but not limited to, any
warrants, options, conversion privileges or contract rights to purchase or
acquire any equity securities of Fleming at any time, and (b) any Claims,
obligations, rights, suits, damages, causes of action, remedies, and liabilities
whatsoever, whether known or unknown, foreseen or unforeseen, currently existing
or hereafter arising, in law, equity or otherwise arising from the purchase or
sale of a security of Fleming or the rescission of a purchase or sale of a
security of Fleming (including the Old Notes and Old Stock) or the purchase or
sale of a security of any affiliate of Fleming or the rescission of a purchase
or sale of a security of any affiliate of Fleming, for damages arising from the
purchase, sale or holding of such securities or the exercise of an option,
warrant, conversion privilege or contractual right to such purchase or sale, or
for reimbursement, indemnification or contribution allowed under section 502 of
the Bankruptcy Code on account of such a Claim.

107. "PACA/PASA Claims" means Claims asserted pursuant to the
Perishable Agricultural Commodities Act, 7 U.S.C. Section 499a et seq., the
Packers and Stockyard Act, 7 U.S.C. Section 181 et seq., or state statutes or
similar import.

108. "Person" means a person as defined in section 101(41) of the
Bankruptcy Code.

109. "Petition Date" means the date on which the Debtors filed
their petitions for relief commencing the Chapter 11 Cases, April 1, 2003.

110. "Plan" means this Chapter 11 Plan of Reorganization, either in
its present form or as it may be altered, amended, modified or supplemented from
time to time in accordance with the Plan, the Bankruptcy Code and the Bankruptcy
Rules.

111. "Plan Supplement" means the compilation of documents and forms
of documents specified in the Plan (and in form and substance acceptable to the
Committee) to be filed by the Debtors on or before 10 business days prior to the
Confirmation Hearing, as each such document or form of document may be, with the
Committee's consent, altered, restated, modified or replaced from time to time.

112. "Post Confirmation Trust" means that trust that shall be
created pursuant to the Plan and the Post Confirmation Trust Agreement for the
purposes of carrying out certain provisions of the Plan.

113. "Post Confirmation Trust Advisory Board" means that board
created to advise the Post Confirmation Trust, as outlined in Section V.G.2
herein.

114. "Post Confirmation Trust Agreement" means that agreement,
contained in the Plan Supplement, that shall be entered into by Core-Mark Newco
and the Post Confirmation Trustee on or before the Effective Date, and which
shall govern the Post Confirmation Trust.

115. Post Confirmation Trust Distributable Assets means the assets
in the Post Confirmation Trust, net of expenses, reserves and the payment of
certain Claims and obligations under the Plan and otherwise as outlined in more
detail in the Post Confirmation Trust Agreement, which are available for
distribution to the Holders of Allowed Class 3(B) or Class 5 Claims.

116. "Post Confirmation Trustee" means the trustee under the Post
Confirmation Trust Agreement.

117. "Post-Petition Lenders" means the lenders under the DIP Credit
Facility or any lender participating in the refinancing of the DIP Credit
Facility, including but not limited to a refinancing lender which takes an
assignment of the DIP Credit Facility or the Claims of the Post-Petition Lenders
thereunder.

118. "Preference Actions" means those avoidance actions provided
for in section 547 of the Bankruptcy Code.

119. "Preferred Stock" means the convertible preferred stock to be
issued by Core-Mark Newco representing the right to convert into not more than
[__%] of the New Common Stock, that has a liquidation preference over the New
Common Stock and that is entitled to a paid in kind dividend of [__], as further
described in the Equity Commitment Letter.

120. "Pre-Petition Agent" means each agent under, and as defined
in, the Pre-Petition Credit Agreement, including, each Joint Book Manager and
each Joint Lead Arranger, in each case under, and as defined in, the
Pre-Petition Credit Agreement.

121. "Pre-Petition Credit Agreement" means the Credit Agreement
dated June 18, 2002, as amended, among the Debtors and the Lenders party thereto
providing for Secured Credit borrowing term loans and letters of credit in an
aggregate amount of $755,000,000 or any refinancing thereof, including but not
limited to a refinancing whereby the refinancing lender takes an assignment of
the Pre-Petition Credit Agreement or the Claims of the Pre-Petition Lenders
thereunder.

122. "Pre-Petition Lenders" means the lenders pursuant to the
Pre-Petition Credit Agreement or any lender to a refinancing of the Pre-Petition
Credit Agreement, including, but not limited to, a lender which takes an
assignment of the Pre-Petition Credit Agreement or the Claims of the
Pre-Petition Lenders thereunder.

123. "Pre-Petition Lenders' Secured Claims" means the Claims
arising under the Pre-Petition Credit Agreement.

124. "Priority Tax Claims" means a Claim of a governmental unit
(including any Canadian taxing authority) of the kind specified in section
507(a)(8) of the Bankruptcy Code.

125. "Professional," or, collectively, "Professionals" means a
Person or Entity (a) employed pursuant to a Final Order in accordance with
sections 327 and 1103 or 363 of the Bankruptcy Code and to be compensated for
services rendered prior to the Effective Date pursuant to sections 327, 328,
329, 330 and 331 or 363 of the Bankruptcy Code, or (b) for which compensation
and reimbursement has been allowed by the Bankruptcy Court pursuant to section
503(b)(4) of the Bankruptcy Code.

126. "Professional Fee Escrow Account" means the account
established by the Reorganized Debtors on the Effective Date, solely for the
purpose of paying all accrued and anticipated Professional Fees through the
Effective Date.

127. "Professional Fees" means all fees and expenses (including,
but not limited to, success fees, if any) for services rendered by all
Professionals in the Chapter 11 Cases through the Effective Date that the
Bankruptcy Court has not denied by Final Order, regardless of whether a fee
application has been filed for such fees.

128. "PMSI" means a purchase money security interest as defined in
Section 9-312 of the Uniform Commercial Code.

129. "Ratable Proportion" means the ratio (expressed as a
percentage) of the amount of an Allowed Claim in a Class to the aggregate amount
of all Allowed Claims in the Class, except in the case of Claim Holders listed
on the Rights Participation schedule it means, solely for the purposes of
determining participation in the Rights Offering, the ratio of the Rights
Participation Claim Amount of any particular Claim Holder so listed to the
aggregate of the Rights Participation Claim Amounts for all Claim Holders listed
on such Schedule.

130. "Reclamation Claims" means Claims to which a Trustee's
avoidance powers are subject pursuant to section 546(c) of the Bankruptcy Code.

131. "Record Date" means [_______], 2004.

132. "Registration Rights Agreement" means those certain
registration rights agreements as required to be executed in accordance with the
Plan, the forms of which shall be included in the Plan Supplement.

133. "Releasees" means each of the Debtors, the Reorganized
Debtors, Core-Mark Newco, each of the D&O Releasees, the Pre-Petition Lenders,
the Old Notes Trustees, the Post-Petition Lenders, the Tranche B Lenders, the
Equity Investor, the Committee, each member of the Committee, the Post
Confirmation Trustee and the Post Confirmation Trust Advisory Board, the Agents
and the affiliates, agents and professionals of each of the foregoing, each in
their capacity as such.

134. "Reorganized Debtors" means collectively Core-Mark Newco and
each Debtor and Debtor in Possession, or any successor thereto by merger,
consolidation, or otherwise, on and after the Effective Date.

135. "Residual Inventory Value" means the value, as of the Petition
Date, of the Debtors' Inventory in which the Holders of Allowed Class 5 Claims
have asserted an interest, which value is in excess of the aggregate dollar
amount of Allowed Class 2 and Allowed Class 3(B) Claims.

136. "Restated By-laws" means the restated by-laws of the
Reorganized Debtors, if necessary, the form of which shall be filed as part of
the Plan Supplement.

137. "Restated Certificate of Incorporation" means those certain
Restated Certificates of Incorporation of the Reorganized Debtors which,
pursuant hereto, are to be filed with the Secretary of State of the State of
Delaware, the form of which shall be included in the Plan Supplement.

138. "Rights Offering" means the offering of shares of Preferred
Stock pursuant to the Equity Subscription Rights and described in Article VII
herein and Exhibit 6 to the Disclosure Statement.

139. "Rights Participation Claim Amount" means the amount in which
a General Unsecured Claim is valued for purposes of participation in the Rights
Offering, as listed on the Rights Participation Schedule, agreed to by the
Debtors with the consent of the Committee and the Equity Investor or as ordered
by the Bankruptcy Court.

140. "Rights Participation Schedule" means the list of creditors
and Claims identified by the Debtors on Exhibit B filed herewith setting forth
the Rights Participation Claim Amounts.

141. "Schedules" mean the schedules of assets and liabilities,
schedules of executory contracts, and the statement of financial affairs filed
by the Debtors pursuant to section 521 of the Bankruptcy Code, the Official
Bankruptcy Forms and the Bankruptcy Rules, as they have been and may be amended
and supplemented from time to time.

142. "Second Administrative Bar Date" means that date that is
forty-five (45) days after the Effective Date.

143. "Securities Act" means the Securities Act of 1933, 15 U.S.C.
sections 77a-77aa, as now in effect or hereafter amended, or any similar
federal, state or local law.

144. "Senior Note Claims" means those Claims derived from or based
upon the Old Senior Notes.

145. "Senior Notes Indentures" means the 9 1/4% Senior Notes
Indenture and the 10 1/8 Senior Notes Indenture.

146. "Senior Notes Indenture Trustee" means the Bank of New York.

147. "Senior Subordinated Note Claims" means those Claims derived
from or based upon 5 1/4% Convertible Senior Subordinated Notes, the 9 7/8 %
Senior Subordinated Notes and the 10 5/8 % Senior Subordinated Notes.

148. "Subscription Agent" means ___________________________________

149. "Subscription Commencement Date" means _______________________

150. "Subscription Expiration Date" means _________________________

151. "Subscription Form" means the form to be used by a Holder of
Equity Subscription Rights to exercise such Equity Subscription Rights.

152. "Subscription Period" means that time between the Subscription
Commencement Date and the Subscription Expiration date.

153. "Subscription Purchase Price" means the purchase price that an
Exercising Claim Holder must pay in order to exercise its Equity Subscription
Rights.

154. "Subscription Record Date" means ____________________________.

155. "Trade Credit Program" means that program established under
the Final DIP Order providing a junior lien to Approved Trade Creditors who made
post-petition credit available to the Debtors.

156. "Tranche B Lenders" means those lenders who are participants
in the Tranche B Loan.

157. "Tranche B Loan" means the loan of up to $60,000,000 of term
credit extensions to be made by the Tranche B Lenders to Core-Mark Newco on the
Effective Date on substantially the terms set forth on Exhibit E filed herewith.

158. "Unclassified Claims" means those Administrative and Priority
Claims described in Article II herein.

159. "Unimpaired Claims" means Claims in an Unimpaired Class.

160. "Unimpaired Class" means an unimpaired Class within the
meaning of section 1124 of the Bankruptcy Code.

161. "Unsecured Claim" means any Claim against any Debtor that is
not a Secured Claim, Administrative Claim, DIP Claim, Priority Tax Claim, Other
Priority Claim or an Other Secured Claim.

162. "Valid Reclamation Claims" means those Reclamation Claims with
an interest in the Debtors' Inventory under section 546 of the Bankruptcy Code
to the extent such Inventory has value in excess of the aggregate dollar amount
of Allowed Class 2 and Class 3(B) Claims.

163. "Vendor Deductions" means the amounts owed by vendors to the
Debtors, relating to the provision of pre-petition and post-petition goods and
services that remain unpaid as of the Effective Date.

164. "Voting Class" means any class of Claims or Equity Interest
entitled to vote on the Plan.

165. "Voting Deadline" means the date stated in the Voting
Instructions by which all Ballots must be received.

166. "Voting Instructions" mean the instructions for voting on the
Plan contained in the section of the Disclosure Statement entitled
"SOLICITATION; VOTING PROCEDURES" and in the Ballots and the Master Ballots.

167. "Wholesale Distribution Business" means that business segment
of the Debtors sold under section 363 of the Bankruptcy Code pursuant to the
Bankruptcy Court's Order dated August 15, 2003.

ARTICLE II.

UNCLASSIFIED CLAIMS

A. Administrative Claims

Subject to the provisions of section 330(a) and 331 of the Bankruptcy
Code, each Holder of an Allowed Administrative Claim, including Holders of
Allowed Approved Trade Creditor Lien Claims, but excluding claims for
Professional Fees, will be paid the full unpaid amount of such Allowed
Administrative Claim in Cash (i) on the Effective Date or as soon as practicable
thereafter, or (ii) if such Administrative Claim is Allowed after the Effective
Date, as soon as practicable after the date such Claim is Allowed, or (iii) upon
such other terms as may be agreed upon by such Holder and the applicable
Reorganized Debtor or otherwise upon an order of the Bankruptcy Court; provided
that Allowed Administrative Claims including Allowed Approved Trade Creditor
Lien Claims representing obligations incurred in the ordinary course of business
or otherwise assumed by the Debtors or Reorganized Debtors pursuant hereto will
be assumed on the Effective Date and paid or performed by the applicable
Reorganized Debtor when due in accordance with the terms and conditions of the
particular agreements governing such obligations.

Except as provided herein, Holders of Administrative Claims that arose
on or before October 31, 2003 shall file an Administrative Claim on or before
the First Administrative Bar Date pursuant to the First Administrative Bar Date
Order. Except as provided herein, Holders of Administrative Claims that arose
after October 31, 2003 that have not been paid as of the Effective Date, must
file an Administrative Claim by the Second Administrative Bar Date. If an
Administrative Claim is not timely filed by the First Administrative Bar Date or
the Second Administrative Bar Date, as applicable, then such Administrative
Claim shall be forever barred and shall not be enforceable against the Debtors
or the Reorganized Debtors, their successors, their assigns or their property.
The foregoing requirements to file Administrative Claims by the relevant bar
date shall not apply to the (i) Administrative Claims of Professionals retained
pursuant to sections 327 and 328 of the Bankruptcy Code; (ii) expenses of
members of the Official Committee of Unsecured Creditors; (iii) all fees payable
and unpaid under 28 U.S.C. Section 1930; (iv) any fees or charges assessed
against the estates of the Debtors under 28 U.S.C. Section 123; (v) Intercompany
Claims between Debtors and their affiliates; and (vi) Administrative Claims
arising in the ordinary

course of business relating to inventory, services or supplies provided by trade
vendors or service providers which are paid or payable by the Debtors in the
ordinary course of business. An objection to an Administrative Claim filed
pursuant to this provision must be filed and properly served within 220 days
after the Effective Date. The Debtors and the Post Confirmation Trustee, as
applicable, reserve the right to seek an extension of such time to object.

All Professionals that are awarded compensation or reimbursement by the
Bankruptcy Court in accordance with sections 330, 331 or 363 of the Bankruptcy
Code that are entitled to the priorities established pursuant to sections
503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code, shall be
paid in full, in Cash, the amounts allowed by the Bankruptcy Court: (a) on or as
soon as reasonably practicable following the later to occur of (i) the Effective
Date; and (ii) the date upon which the Bankruptcy Court order allowing such
Claim becomes a Final Order; or (b) upon such other terms as may be mutually
agreed upon between such Professional and the Reorganized Debtors. On or before
the Effective Date and prior to any distribution being made under the Plan, the
Debtors shall escrow into the Professional Fee Escrow Account, the Carve-Out and
the Additional Carve-Out as outlined in the Final DIP Order and any additional
estimated accrued amounts owed to Professionals through the Effective Date.

Except as otherwise provided by Court order for a specific
Professional, Professionals or other entities requesting compensation or
reimbursement of expenses pursuant to sections 327, 328, 330, 331, 503(b) and
1103 or 363 of the Bankruptcy Code for services rendered prior to the
Confirmation Date must file and serve an application for final allowance of
compensation and reimbursement of expenses no later than forty-five (45) days
after the Effective Date. All such applications for final allowance of
compensation and reimbursement of expenses will be subject to the authorization
and approval of the Court. Any objection to the Claims of Professionals shall be
filed on or before thirty (30) days after the date of the filing of the
application for final compensation.

Allowed Administrative Claims are currently estimated to be in the
range of $96-$135 million as of the Effective Date.

B. Priority Tax Claims

Each Holder of an Allowed Priority Tax Claim that is due and payable on
or prior to the Effective Date shall be paid in full satisfaction, settlement,
release, and discharge of and in exchange for such Priority Tax Claim in
deferred Cash payments over a period not to exceed six years after the date of
assessment in accordance with Section 1129(a)(9)(C) of the Bankruptcy Code with
interest at a rate agreed to by the parties or set by the Court, unless such
Holder consents to other treatment.

Allowed Priority Tax Claims are currently estimated to be in the range
of $10 to $20 million as of the Effective Date.(2)

C. DIP Claims

On the Effective Date, or as soon as practicable thereafter, each
Holder of an Allowed DIP Claim shall be paid in full in Cash in full
satisfaction, settlement, release and discharge of and in exchange for each and
every Allowed DIP Claim, unless such Holder consents to other treatment.

Allowed DIP Claims, which are comprised of letters of credit
outstanding, are currently estimated to be in the range of $130-$135 million as
of the Effective Date.

- ---------------------
(2) This estimate does not include accounts payable and accrued liabilities
incurred in the ordinary course of business and carried through the
Effective Date by Core-Mark Newco.

ARTICLE III.

CLASSIFICATION AND TREATMENT
OF CLASSIFIED CLAIMS AND EQUITY INTERESTS

A. Summary

Class Status Voting Rights

Class 1 -- Other Priority Non-Tax Claims Unimpaired -- not entitled to vote

Class 2 -- Pre-Petition Lenders' Secured Claims Unimpaired -- not entitled to vote

Class 3(A) -- Other Secured Claims Unimpaired -- not entitled to vote

Class 3(B) -- Approved Trade Creditor Reclamation Impaired -- entitled to vote
Lien Claims

Class 3(C) -- DSD Trust Claims Unimpaired -- not entitled to vote

Class 4 -- PACA/PASA Claims Unimpaired -- not entitled to vote

Class 5 -- Reclamation Claims that are not Class Impaired -- entitled to vote
3(B) Claims

Class 6 -- General Unsecured Claims Impaired -- entitled to vote

Class 7 -- Convenience Claims Impaired -- entitled to vote

Class 8 -- Equity Interests Impaired -- not entitled to vote

Class 9 -- Intercompany Claims Impaired -- not entitled to vote

Class 10 -- Other Securities Claims and Interests Impaired -- not entitled to vote

B. Classification and Treatment

1. Class 1--Other Priority Non-Tax Claims

(a) Classification: Class 1 consists of all Allowed Other
Priority Non-Tax Claims.

(b) Treatment: On the Effective Date, or as soon as
practicable thereafter, each Holder of an Allowed Other Priority
Non-Tax Claim shall be paid in full satisfaction, settlement, release
and discharge of and in exchange for each and every Allowed Other
Priority Non-Tax Claim in Cash in full, unless such Holder agrees to
other treatment.

(c) Voting: Class 1 is not impaired and the Holders of
Class 1 Claims are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the
Holders of Claims in Class 1 are not entitled to vote to accept or
reject the Plan.

(d) Claims Estimate: Allowed Class 1 Claims are currently
estimated to be in the range of $8 to $15 million as of the Effective
Date.

2. Class 2--Pre-Petition Lenders' Secured Claims

(a) Classification: Class 2 consists of all Allowed
Pre-Petition Lenders' Secured Claims.

(b) Treatment: On the Effective Date, or as soon as
practicable thereafter, unless such Holder consents to other treatment,
each Holder of an Allowed Pre-Petition Lenders' Secured Claim shall be
paid

in full and shall either (i) assign its liens in the Debtors' assets to
the lender under the Exit Financing Facility Agreement or (ii) assign
its liens in the Debtors' assets to Core-Mark Newco, which liens as
assigned shall have the same validity and priority as such liens held
by the Holders of the Class 2 Claims, and which liens as assigned shall
be subject to further transfer to the Post Confirmation Trust, as
applicable.

Any default with respect to any Class 2 Claim that existed immediately
prior to the filing of the Chapter 11 Cases shall be deemed cured upon
the Effective Date.

(c) Voting: Class 2 is not impaired and the Holders of
Class 2 Claims are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the
Holders of Claims in Class 2 are not entitled to vote to accept or
reject the Plan.

(d) Claims Estimate: Allowed Class 2 Claims are currently
estimated to be approximately $0 as of the Effective Date.

3. Class 3(A)-- Other Secured Claims

(a) Classification: Class 3(A) consists of all Allowed
Other Secured Claims.

(b) Treatment: On the Effective Date or as soon as
practicable thereafter, each Holder of an Allowed Other Secured Claim
(e.g. PMSI Holders, equipment financing lenders, etc.) shall receive
one of the following treatments, at the Debtors' option, such that they
shall be rendered unimpaired pursuant to section 1124 of the Bankruptcy
Code: (i) the payment of such Holder's Allowed Other Secured Claim in
full, in Cash; (ii) the sale or disposition proceeds of the property
securing such Allowed Other Secured Claim to the extent of the value of
the Holder's interests in such property; or (iii) the surrender to the
Holder of the property securing such Claim.

(c) Voting: Class 3(A) is unimpaired and Holders of Class
3 Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 3(A) are not entitled to vote to accept or reject the
Plan.

(d) Claims Estimate: Allowed Class 3(A) Claims are
currently estimated to be in the range of $750,000 to $2 million as of
the Effective Date.

4. Class 3(B)--Approved Trade Creditor Reclamation Lien Claims

(a) Classification: Class 3(B) consists of all Allowed
Approved Trade Creditor Reclamation Lien Claims.

(b) Treatment: On the Effective Date, or as soon as
practicable thereafter, Core-Mark Newco or the Post Confirmation Trust,
as applicable, shall issue a promissory note in favor of the Holders of
Allowed Approved Trade Creditor Reclamation Lien Claims in the
estimated aggregate amount of such Allowed Claims to be reissued as
such Claims are Allowed by Final Order or settlement and grant a first
priority lien to such Holders on the Post Confirmation Trust
Distributable Assets entitling each Holder of an Allowed Approved Trade
Creditor Reclamation Lien Claim to its Ratable Proportion of the Post
Confirmation Trust Distributable Assets up to the total amount of each
Holders' Allowed Approved Trade Creditor Reclamation Lien Claim, in
full satisfaction, settlement, release and discharge of each Allowed
Approved Trade Creditor Reclamation Lien Claim, unless such Holder
agrees to other treatment, and subject at the Debtors' option, to
reduction for unpaid post-petition deductions, preference payments and
other applicable setoff rights.

(d) Claims Estimate: Allowed Class 3(B) Claims are
currently estimated to be in the range of $13-$92 million as of the
Effective Date.

5. Class 3(C)--DSD Trust Claims

(a) Classification: Class 3(C) consists of all Allowed
DSD Trust Claims.

(b) Treatment: (i) In the event that the DSD Trust Claim
Holders obtain a Final Order in their favor in the pending litigation
allowing their Claims, on the later of (a) the Effective Date or as
soon as practicable thereafter; or (b) the date the DSD Trust Claim
Holders obtain a Final Order allowing their Claims or as soon as
practicable thereafter, each Holder of an Allowed DSD Trust Claim shall
be paid in full satisfaction, settlement, release and discharge of each
Allowed DSD Trust Claim in Cash in full, unless such Holder agrees to
other treatment, subject, at the Debtors' option to reduction for
unpaid post-petition deductions, preference payments and other
applicable setoff rights. In the event the DSD Trust Claim Holders do
not prevail in their litigation, all Allowed DSD Trust Claims shall be
treated as Class 6 General Unsecured Claims hereunder.

(c) Voting: Class 3(C) is unimpaired and Holders of
Claims in Class 3(C) are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the
Holders of Claims in Class 3(C) are not entitled to vote to accept or
reject the plan.

(d) Claims Estimate: Allowed Class 3(C) Claims are
currently estimated to be in the range of $0-to $22 million as of the
Effective Date.

6. Class 4--PACA/PASA Claims

(a) Classification: Class 4 consists of all Allowed
PACA/PASA Claims.

(b) Treatment: On the Effective Date, or as soon as
practicable thereafter, unless such Holder agrees to other treatment,
each Holder of an Allowed PACA/PASA Claim shall be paid in full
satisfaction, settlement, release, and discharge of and in exchange for
each and every Allowed PACA/PASA Claim in Cash in full from the
previously established PACA trust or from Core-Mark Newco to the extent
the PACA trust is insufficient to satisfy all the Allowed PACA/PASA
Claims, with any remaining proceeds of the PACA trust to be distributed
to Core-Mark Newco.

(c) Voting: Class 4 is unimpaired and Holders of Allowed
Claims in Class 4 are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the
Holders of Claims in Class 4 are not entitled to vote to accept or
reject the Plan.

(d) Claims Estimate: Allowed Class 4 Claims are currently
estimated to be in the range of $9-$14 million as of the Effective
Date.

7. Class 5--Valid Reclamation Claims that are not Class 3(B)
Claims

(a) Classification: Class 5 consists of Allowed Valid
Reclamation Claims that are not Class 3(B) Claims.

(b) Treatment: To the extent the Court determines that
the Holders of Reclamation Claims that are not Class 3(B) Claims are
entitled to priority treatment, on the Effective Date, or as soon as
practicable thereafter, Core-Mark Newco or the Post Confirmation Trust,
as applicable, shall issue a promissory note in favor of such Holders
in the estimated aggregate amounts of their Allowed Claims and grant a
second priority lien on the Post Confirmation Trust Distributable
Assets entitling each Holder to its Ratable Proportion of the Post
Confirmation Trust Distributable Assets after all Class 3(B) Claims are
paid in full. In the event the Court denies the Holders of Reclamation
Claims that are not Class 3(B) Claims priority treatment, such
Reclamation Claims shall be treated as Class 6 Claims hereunder.

(c) Voting: Class 5 is impaired and Holders of Allowed
Claims in Class 5 are entitled to vote to accept or reject the Plan.

(d) Claims Estimate: Allowed Class 5 Claims are currently
estimated to be in the range of $0-$150 million as of the Effective
Date.(3)

8. Class 6--General Unsecured Claims other than Convenience
Claims

(a) Classification: Class 6 consists of all Allowed
General Unsecured Claims other than Convenience Claims.

(b) Treatment: On the Effective Date, or as soon as
practicable thereafter, each Holder of an Allowed General Unsecured
Claim other than Convenience Claims, shall be paid in full
satisfaction, settlement, release, and discharge of and in exchange for
each and every Allowed General Unsecured Claim other than Convenience
Claims, at the Debtors' option, in one or a combination of the
following manners: (i) issuance of a Ratable Proportion of New Common
Stock subject to dilution from the issuance of warrants to the Tranche
B Lenders or the shares of New Common Stock issued upon the conversion
of Preferred Stock issued pursuant to the Rights Offering, if
applicable, and through the Management Incentive Plan; and/or (ii) in
the event the Debtors, with the consent of the Creditors Committee,
elect to sell some or all of their assets as outlined herein, a Ratable
Proportion of Cash remaining from the sale of such assets after all of
the Allowed Unclassified Claims and Claims of Holders in Classes 1
through 5 have been satisfied in full.

As additional consideration, each Holder of an Allowed General
Unsecured Claim shall be entitled to a Ratable Proportion of Excess
Proceeds (as defined in the Post Confirmation Trust Agreement), if any,
available from the Post Confirmation Trust after payment by the Post
Confirmation Trust of all claims and obligations required to be made by
the Post Confirmation Trust under the Plan, the Post Confirmation Trust
Agreement, or otherwise, as set forth in the Post Confirmation Trust
Agreement. Further, in the event the Debtors utilize a Rights Offering,
each Holder of a General Unsecured Claim that is listed on the Rights
Participation Schedule shall be entitled to receive, in exchange for
such Holder's Claim, its Equity Subscription Rights for shares of
Preferred Stock as outlined in section VII.B herein and Exhibit 6 to
the Disclosure Statement.

(d) Claims Estimate: Allowed Class 6 Claims are currently
estimated to be in the range of $2.6-$3.2 billion as of the Effective
Date.

9. Class 7 - Convenience Claims

(a) Classification: Class 7 consists of all General
Unsecured Claims of $5000 or less held by a single Holder. Holders of
General Unsecured Claims in excess of $5,000 may not opt into Class 7.

(b) Treatment: On or as soon as practicable after the
Effective Date, each Holder of an Allowed Class 7 Claim shall receive,
in full and final satisfaction of such claim, a cash distribution equal
to 10% of the amount of its Class 7 Claim, provided however, the
aggregate amount of such Allowed Class 7 Claims shall not exceed
$10,000,000. If the aggregate amount of the Allowed Class 7 Claims
exceeds $10,000,000, each Holder of an Allowed Class 7 Claim shall
receive its Ratable Proportion of $1,000,000.

(d) Claims Estimate: Allowed Class 7 Claims are currently
estimated to be in the range of $5-$10 million as of the Effective
Date.

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

(3) As per the November 21, 2003 Reclamation Claims Summary report filed with
the Court by the Debtors, this estimate is net of setoff of prepetition
deductions.

10. Class 8 - Equity Interests

(a) Classification: Class 8 consists of all Equity
Interests.

(b) Treatment: Receives no distribution and are canceled
as of the Effective Date.

(c) Voting: Class 8 is impaired, but because no
distributions will be made to Holders of Class 8 Claims nor will such
Holders retain any property, such Holders are deemed to reject the Plan
pursuant to section 1126(g) of the Bankruptcy Code. Class 8 is not
entitled to vote to accept or reject the Plan.

11. Class 9 - Intercompany Claims

(a) Classification: Class 9 consists of all Intercompany
Claims.

(b) Treatment: Receives no distribution and are canceled
as of the Effective Date.

(c) Voting: Class 9 is impaired, and because no
distributions will be made to Holders of Class 9 Claims nor will such
Holders retain any property, such Holders are deemed to reject the Plan
pursuant to section 1126(g) of the Bankruptcy Code. Class 9 is not
entitled to vote to accept or reject the Plan.

12. Class 10 - Other Securities Claims and Interests

(a) Classification: Class 10 consists of all Other
Securities Claims and Interests of whatever kind or nature.

(b) Treatment: Receives no distribution and are cancelled
and discharged as of the Effective Date.

(c) Voting: Class 10 is impaired, but because no
distributions will be made to Holders of Class 10 Claims, such Holders
are deemed to reject the Plan pursuant to Section 1126(g) of the
Bankruptcy Code. Class 10 is not entitled to vote to accept or reject
the Plan.

C. Special Provision Governing Unimpaired Claims

ARTICLE IV.

ACCEPTANCE OR REJECTION OF THE PLAN

A. Voting Classes

Each Holder of an Allowed Claim in Classes 3(B), 5, 6 and 7 shall be
entitled to vote to accept or reject the Plan.

B. Acceptance by Impaired Classes

An Impaired Class of Claims shall have accepted the Plan if (a) the
Holders (other than any Holder designated under section 1126(e) of the
Bankruptcy Code) of at least two-thirds in amount of the Allowed Claims actually
voting in such Class have voted to accept the Plan and (b) the Holders (other
than any Holder designated under section 1126(e) of the Bankruptcy Code) of more
than one-half in number of the Allowed Claims actually voting in such Class have
voted to accept the Plan.

C. Presumed Acceptance of Plan

Classes 1, 2, 3(A), 3(C) and 4 are unimpaired under the Plan and,
therefore, are presumed to have accepted the Plan pursuant to section 1126(f) of
the Bankruptcy Code.

D. Presumed Rejection of Plan

Classes 8, 9 and 10 are impaired and shall receive no distributions
and, therefore, are presumed to have rejected the Plan pursuant to section
1126(g) of the Bankruptcy Code.

E. Non-Consensual Confirmation

The Debtors and the Committee reserve the right to seek Confirmation of
the Plan under section 1129(b) of the Bankruptcy Code, to the extent applicable,
in the event that any Voting Class fails to accept the Plan in accordance with
section 1129(a)(8) of the Bankruptcy Code. The Debtors and the Committee reserve
the right (a) to request that the Bankruptcy Court confirm the Plan in
accordance with section 1129(b) of the Bankruptcy Code and/or (b) to modify the
Plan in accordance with Section XIV.D. hereof.

ARTICLE V.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. Substantive Consolidation

This Plan is premised upon the limited substantive consolidation of the
Debtors solely for purposes of actions associated with the Confirmation of this
Plan and occurrence of the Effective Date, including, but not limited to,
voting, confirmation and distribution. As a result of this limited substantive
consolidation, a Holder of Claims against one or more of the Debtors arising
from or relating to the same underlying debt that would otherwise constitute
Allowed Claims against two or more Debtors, including, without limitation,
Claims based on joint and several liability, contribution, indemnity,
subrogation, reimbursement, surety, guaranty, co-maker and similar concepts,
shall have only one Allowed Claim on account of such Claims. This Plan does not
contemplate the merger or dissolution of any Debtor or the transfer or further
commingling of any asset of any Debtor, except that the assets of Fleming and
certain Filing Subsidiaries already being used by Fleming Convenience in its
operations shall be formally vested in Core-Mark Newco, or one of its
Reorganized Debtor subsidiaries, and except to accomplish the distributions
under this Plan. Such limited substantive consolidation shall not effect (other
than for Plan voting, treatment, and/or distribution purposes) (i) the legal and
corporate structures of the Reorganized Debtors or (ii) Equity Interests in the
Filing Subsidiaries.

This Plan shall serve as a motion seeking entry of an order
substantively consolidating the Chapter 11 Cases, as described herein. Unless an
objection to substantive consolidation is made in writing by any creditor
affected by this Plan as herein provided on or before 10 days prior to the date
that is fixed by the Bankruptcy Court as the last date on which acceptances to
this Plan may be received, or such other date as may be fixed by the Bankruptcy
Court, the substantive consolidation order (which may be the Confirmation Order)
may be entered by the Bankruptcy Court. In the event any such objections are
timely filed, a hearing with respect thereto shall be scheduled by the
Bankruptcy Court, which hearing may, but need not, coincide with the
Confirmation Hearing.

B. Continued Corporate Existence and Vesting of Assets in the Reorganized
Debtors

Each Debtor shall, as a Reorganized Debtor, continue to exist after the
Effective Date as a separate legal entity, each with all the powers of a
corporation or partnership, as applicable, under the laws of its respective
jurisdiction of organization and without prejudice to any right to alter or
terminate such existence (whether by merger or otherwise) under such applicable
state law. Except as otherwise provided in the Plan, on and after the Effective
Date all property of the Estate and any property acquired by the Debtors or the
Reorganized Debtors under the Plan shall vest in the applicable Reorganized
Debtor, free and clear of all Claims, liens, charges, or other encumbrances. On
and after the Effective Date, the Reorganized Debtors may operate their
respective businesses and may use, acquire or dispose of property without
supervision or approval by the Bankruptcy Court and free of

any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those
restrictions expressly imposed by the Plan and the Confirmation Order.

C. Cancellation of Old Notes, Old Stock and Other Equity Interests

On the Effective Date, except to the extent otherwise provided herein,
all notes, instruments, certificates, and other documents evidencing (a) the Old
Notes, (b) the Old Stock and (c) any stock options, warrants or other rights to
purchase Old Stock shall be canceled and the obligations of the Debtors
thereunder or in any way related thereto shall be discharged. On the Effective
Date, except to the extent otherwise provided herein, any indenture relating to
any of the foregoing, including, without limitation, the Indentures, shall be
deemed to be canceled, as permitted by section 1123(a)(5)(F) of the Bankruptcy
Code, and the obligations of the Debtors thereunder, except for the obligation
to indemnify the Old Notes Trustees, shall be discharged; provided that the
indentures that govern the rights of the Holder of a Claim and that are
administered by the Old Notes Trustees, an agent or servicer shall continue in
effect solely for the purposes of (y) allowing the Old Notes Trustees, agent or
servicer to make the distributions to be made on account of such Claims under
the Plan and to perform such other necessary administrative functions with
respect thereto and (z) permitting the Old Notes Trustees, agent or servicer to
maintain any rights or liens it may have for fees, costs and expenses under such
Indenture or other agreement. Any fees or expenses due to any of the Old Notes
Trustees, agent or servicer shall be paid directly by the Debtors and shall not
be deducted from any distributions to the Holders of Claims and Equity
Interests.

D. Issuance of New Securities; Execution of Related Documents

On or as soon as practicable after the Effective Date, Core-Mark Newco
shall issue all securities, notes, instruments, certificates, and other
documents of Core-Mark Newco required to be issued pursuant hereto, including,
without limitation, the New Common and Preferred Stock, if applicable, each of
which shall be distributed as provided herein. Core-Mark Newco shall execute and
deliver such other agreements, documents and instruments, including the
Registration Rights Agreement, if applicable.

E. Restructuring Transactions

On or before the Effective Date, Core-Mark Newco, a new Delaware
corporation, shall be formed by certain of the Debtors' creditors or a nominee
on their behalf. Core-Mark Newco shall form two wholly-owned subsidiaries,
Core-Mark Holdings I and Core-Mark Holdings II, both Delaware corporations, and
make a capital contribution of its stock to these entities. Core-Mark Holdings I
and Core-Mark Holdings II shall form another subsidiary, Core-Mark Holdings III,
owned equally by Core-Mark Holdings I and Core-Mark Holdings II, and shall make
a capital contribution of the stock of Core-Mark Newco to Core-Mark Holdings
III. Core-Mark Newco, Core-Mark Holdings I, Core-Mark Holdings II, Core-Mark
Holdings III and Fleming shall engage in certain transactions on the Effective
Date that will result in, among other things, all of the stock of Core-Mark
Newco being distributed in accordance with Article III of the Plan.

In addition, on or after the Effective Date, the Reorganized Debtors
may continue to enter into such transactions and may continue to take such
actions as may be necessary or appropriate to effect a further corporate
restructuring of their respective businesses, including actions necessary to
simplify, reorganize and rationalize the overall reorganized corporate structure
of the Reorganized Debtors. While the Debtors are presently evaluating potential
restructuring transactions, the contemplated transactions may include (i)
dissolving various unnecessary subsidiary companies, including certain of the
Debtors, (ii) filing appropriate certificates or articles of merger,
consolidation or dissolution pursuant to applicable state law and (iii) any
other action reasonably necessary or appropriate in connection with the
contemplated transactions. In each case in which the surviving, resulting or
acquiring corporation in any of these transactions is a successor to a
Reorganized Debtor, such surviving, resulting or acquiring corporation will
perform the obligations of the applicable Reorganized Debtor pursuant to the
Plan, to pay or otherwise satisfy the Allowed Claims against such Reorganized
Debtor.

F. Corporate Governance, Directors and Officers, and Corporate Action

1. Amended Certificate of Incorporation and By-laws

After the Effective Date, the Reorganized Debtors, as applicable, may,
if necessary, reincorporate in their respective states of incorporation and file
their Restated Certificates of Incorporation with the Secretary of State in the
state in which they are incorporated. After the Effective Date, the Reorganized
Debtors may, if necessary, amend and restate their Restated Certificates of
Incorporation and other constituent documents as permitted by applicable law.

2. Directors and Officers of the Reorganized Debtors

Subject to any requirement of Bankruptcy Court approval pursuant to
section 1129(a)(5) of the Bankruptcy Code, as of the Effective Date, the
principal officers of the Debtors immediately prior to the Effective Date will
be the officers of the Reorganized Debtors. Pursuant to section 1129(a)(5), the
Debtors will disclose, on or prior to the Confirmation Date, the identity and
affiliations of any Person proposed to serve on the initial board of directors
of Core-Mark Newco and each Reorganized Debtor. The initial board of directors
of Core-Mark Newco shall consist of seven members, the Chief Executive Officer
of Core-Mark Newco, [____] representatives selected by the Committee and [____]
representatives selected by the Equity Investor, if applicable. To the extent
any such Person is an "insider" under the Bankruptcy Code, the nature of any
compensation for such Person will also be disclosed. Each such director and
officer shall serve from and after the Effective Date pursuant to the terms of
such Reorganized Debtor's certificate of incorporation, and other constituent
documents.

3. Corporate Action

After the Effective Date, the adoption and filing, if necessary, of any
of the Reorganized Debtors' Restated Certificates of Incorporation, the approval
of their Restated By-laws, the appointment of directors and officers for
Core-Mark Newco, the adoption of the Management Incentive Plan, and all other
actions contemplated hereby with respect to each of the Reorganized Debtors
shall be authorized and approved in all respects (subject to the provisions
hereof). All matters provided for herein involving the corporate structure of
any Debtor or any Reorganized Debtor, and any corporate action required by any
Debtor or any Reorganized Debtor in connection with the Plan, shall be deemed to
have occurred and shall be in effect, without any requirement of further action
by the security holders or directors of such Debtor or Reorganized Debtor. On
the Effective Date, the appropriate officers of each Reorganized Debtor and
members of the board of directors of each Reorganized Debtor are authorized and
directed to issue, execute and deliver the agreements, documents, securities and
instruments contemplated by the Plan in the name of and on behalf of such
Reorganized Debtor.

G. Post Confirmation Trust

1. Formation/Purpose

On the Effective Date or as soon as practicable thereafter, Core-Mark
Newco will form a Post Confirmation Trust to administer certain of its post
confirmation responsibilities under the Plan, including, but not necessarily
limited to, those responsibilities associated with the pursuit and collection of
the Litigation Claims and Causes of Action.

2. Powers

The powers, authority, responsibilities and duties of the Post
Confirmation Trust and the allocation of such powers, authority,
responsibilities and duties between Core-Mark Newco and the Post Confirmation
Trust, shall be set forth and governed by the Post Confirmation Trust Agreement
to be mutually agreed upon by the Debtors and the Committee. The Debtors and the
Committee shall also mutually agree upon appointment of the Post Confirmation
Trustee who shall have the power to administer the Post Confirmation Trust and
will be advised by the Post Confirmation Trust Advisory Board as specified in
the Post Confirmation Trust Agreement. The Post Confirmation Trust Advisory
Board shall consist of the Post Confirmation Trustee and [___] additional
members, [____] members selected by the Committee, [___] members selected by the
Debtors and one member selected by the Equity Investor, if applicable.

3. Funding

Upon the Effective Date, the Post Confirmation Trust will be funded
with certain cash on hand and/or certain proceeds from the Exit Financing
Facility and the Tranche B Loan or the Rights Offering. In addition, the Post
Confirmation Trust shall have available the proceeds from the prosecution of
Causes of Action. To the extent necessary, Core-Mark Newco will enter into a
post confirmation funding agreement with the Post Confirmation Trust to assure
that the Post Confirmation Trust has appropriate funds to carry out its duties
and responsibilities as set forth in the Post Confirmation Trust Agreement.

H. Creation of Professional Fee Escrow Account

On or before the Effective Date, the Debtors shall establish and fund
the Professional Fee Escrow Account.

ARTICLE VI.

DEBTORS' RETAINED CAUSES OF ACTION

A. Maintenance of Causes of Action

Except as otherwise provided in the Plan, Core-Mark Newco, the
Reorganized Debtors and the Post Confirmation Trust, as applicable, shall retain
all rights on behalf of the Debtors, Core-Mark Newco and the Reorganized Debtors
to commence and pursue, as appropriate, any and all Causes of Action, whether
such Causes of Action accrued before or after the Petition Date, including, but
not limited to, the actions specified in section VI.B. herein, as well as those
Causes of Action listed on Exhibit D filed herewith, in any court or other
tribunal including, without limitation, in an adversary proceeding filed in one
or more of the Debtors' Chapter 11 Cases.

Except as otherwise provided in the Plan, in accordance with section
1123(b)(3) of the Bankruptcy Code, any Claims, rights, and Causes of Action that
the respective Debtors, Core-Mark Newco and the Reorganized Debtors may hold
against any Person shall vest in Core-Mark Newco or the Post Confirmation Trust,
as applicable. Core-Mark Newco shall retain and may exclusively enforce any and
all such Claims, rights or Causes of Action, and commence, pursue and settle the
Causes of Action in accordance with the Plan, provided the Post Confirmation
Trust may commence, pursue and settle certain Causes of Action, including, but
not necessarily limited to, the Litigation Claims as outlined more fully in the
Post Confirmation Trust Agreement. Core-Mark Newco and the Post Confirmation
Trust, as applicable, shall have the exclusive right, authority, and discretion
to institute, prosecute, abandon, settle, or compromise any and all such claims,
rights, and Causes of Action without the consent or approval of any third party
and without any further order of court.

B. Preservation of Causes of Action

The Debtors are currently investigating whether to pursue potential
Causes of Action against any Creditors or other Persons. The investigation has
not been completed to date, and under the Plan, Core-Mark Newco and the Post
Confirmation Trust, as applicable, retain the right on behalf of the Debtors and
Reorganized Debtors to commence and pursue any and all Causes of Action.
Potential Causes of Action currently being investigated by the Debtors, which
may, but need not, be pursued by the Debtors before the Effective Date or by
Core-Mark Newco or the Post Confirmation Trust, as applicable, after the
Effective Date include, without limitation, the following Causes of Action set
forth below:

- All actual or potential avoidance actions pursuant to any
applicable section of the Bankruptcy Code including, without
limitation, sections 544, 545, 547, 548, 549, 550, 551, 553(b)
and/or 724(a) of the Bankruptcy Code, arising from any
transaction involving or concerning the Debtors;

- Any lawsuits for, or in any way involving, the collection of
accounts receivable or any matter related thereto;

- Any actions against landlords, lessees, sublessees, or
assignees arising from various leases, subleases and
assignment agreements relating thereto, including, without
limitation, actions for overcharges relating to taxes, common
area maintenance and other similar charges;

- Any litigation or lawsuit initiated by any of the Debtors that
is currently pending, whether in the Bankruptcy Court, before
the American Arbitration Association, or any other court or
tribunal;

- Potential actions for breaches of fiduciary duty, negligent
mismanagement and wasting of corporate assets and corporate
opportunity and/or arising under any of the Debtors' directors
and officers insurance policies against any of the Debtors'
prepetition directors and officers except the D&O Releasees;

- Any and all actions against all Persons except the D&O
Releasees arising out of, or in connection with, the
prepetition management, operation and/or reporting of
financial or other information;

- Actions to recover amounts improperly awarded to employees
under the terms of any prepetition employment or
change-in-control agreement;

- All actions against third parties with respect to prepetition
violations of applicable federal or state securities laws;

- Any and all actual or potential breach of contract actions
against any customers or Entities who improperly exited the
Debtors' system or who violated the automatic stay after the
Petition Date;

- Any and all potential Causes of Action against any customer or
vendor who has improperly asserted or taken action through
setoff or recoupment; and

- Any and all actions whether legal, equitable or statutory in
nature, arising out of, or in connection with the Debtors'
business or operations.

In addition, there may be numerous other Causes of Action which
currently exist or may subsequently arise that are not set forth herein, because
the facts upon which such Causes of Action are based are not fully or currently
known by the Debtors and, as a result, cannot be raised during the pending of
the Chapter 11 Cases (collectively, the "Unknown Causes of Action"). The failure
to list any such Unknown Cause of Action herein, or on Exhibit D filed herewith,
is not intended to limit the rights of Core-Mark Newco or the Post Confirmation
Trust to pursue any Unknown Cause of Action to the extent the facts underlying
such Unknown Cause of Action become fully known to the Debtors.

C. Preservation of All Causes of Action Not Expressly Settled or Released

Unless a Claim or Cause of Action against a Creditor or other Person is
expressly waived, relinquished, released, compromised or settled in the Plan or
any Final Order, the Debtors expressly reserve such Claim or Cause of Action for
later adjudication by Core-Mark Newco or the Post Confirmation Trust, as
applicable, (including, without limitation, Unknown Causes of Action) and,
therefore, no preclusion doctrine, including, without limitation, the doctrines
of res judicata, collateral estoppel, issue preclusion, claim preclusion,
waiver, estoppel (judicial, equitable, or otherwise) or laches shall apply to
such Claims or Causes of Action upon or after the Confirmation or Effective Date
of the Plan based on the Disclosure Statement, the Plan or the Confirmation
Order, except where such Claims or Causes of Action have been released in the
Plan or other Final Order. In addition, the Debtors, Core-Mark Newco, the
Reorganized Debtors, the Post Confirmation Trust, as applicable, and the
successor entities under the Plan expressly reserve the right to pursue or adopt
any Claim alleged in any lawsuit in which the Debtors are defendants or an
interested party, against any Person or Entity, including, without limitation,
the plaintiffs or co-defendants such lawsuits.

Any Person to whom the Debtors have incurred an obligation (whether on
account of services, purchase or sale of goods or otherwise), or who has
received services from Debtors or a transfer of money or property of the
Debtors, or who has transacted business with the Debtors, or leased equipment or
property from the Debtors should assume that such obligation, transfer, or
transaction may be reviewed by the Debtors subsequent to the Effective Date and
may, if appropriate, be the subject of an action after the Effective Date,
whether or not (i) such Entity has filed a proof of Claim against the Debtors in
these Bankruptcy Cases; (ii) such Creditor's proof of Claim has been objected
to; (iii) such Creditor's Claim was included in the Debtors' Schedules; or (iv)
such Creditor's scheduled

Claim has been objected to by the Debtors or has been identified by the Debtors
as disputed, contingent, or unliquidated.

ARTICLE VII.

FUNDING OF THE PLAN

All Cash necessary for Core-Mark Newco and the Post Confirmation Trust
to make payments pursuant to the Plan will be obtained from the Reorganized
Debtors' existing Cash balances, operations, the Exit Financing Facility, the
Tranche B Loan or the Rights Offering and prosecution of Causes of Action,
including collections of the Litigation Claims, unless such Cash is not
sufficient to fund the Plan, in which case the Debtors, with the consent of the
Committee, reserve the right to raise Cash from a sale of some or substantially
all of their assets.

A. Exit Financing Facility, Obtaining Cash for Plan Distributions and
Transfers of Funds Among the Debtors and the Reorganized Debtors

Cash payments to be made pursuant to the Plan will be made by Core-Mark
Newco and the Post Confirmation Trust, as applicable, provided, however, that
the Debtors and the Reorganized Debtors will be entitled to transfer funds
between and among themselves as they determine to be necessary or appropriate to
enable Core-Mark Newco and the Post Confirmation Trust, as applicable, to
satisfy their respective obligations under the Plan. On the Effective Date, the
Reorganized Debtors are authorized to execute and deliver those documents
necessary or appropriate to obtain the Exit Financing Facility and the Tranche B
Loan, if applicable. The determination of whether to utilize a Tranche B Loan or
a Rights Offering to fund certain Plan payments shall be made upon the mutual
agreement of the Debtors and the Committee. The Exit Financing Facility shall
not be secured by the assets transferred to the Post Confirmation Trust.

B. Tranche B Loan

The Tranche B Loan shall be a term credit facility in the amount of up
to $60 million available to be borrowed from the Tranche B Lenders on the
Effective Date in the form of funded borrowings or letters of credit. All
obligations under the Tranche B Loan shall be secured by second priority
security interests in and liens upon substantially all present and future assets
of Core-Mark Newco other than those assets transferred to the Post Confirmation
Trust, including accounts receivable, general intangibles, inventory, equipment,
fixtures and real property, and products and proceeds thereof. The Tranche B
Loan shall be junior to the Exit Financing Facility.

The terms of the Tranche B Loan are set forth in more detail in the
Tranche B Loan Term Sheet filed with the Plan as Exhibit E.

C. The Rights Offering Alternative

In order to fund the Debtors' obligations under the Plan, the
Debtors, among other things, may, in the alternative to the Tranche B Loan,
offer Holders of Class 6 Claims the opportunity to purchase, for cash,
additional equity in the Reorganized Debtors' businesses. This opportunity shall
be in the form of a Rights Offering whereby all Holders of Class 6 Claim that
are listed on the Rights Participation Schedule shall be entitled to exercise
their right to purchase shares of Preferred Stock in Core-Mark Newco ("Equity
Subscription Rights"), up to the amount of each Holder's Rights Participation
Claim Amount listed on the Rights Participation Schedule. The terms and
conditions of the Rights Offering and a description of the Preferred Stock are
outlined in the Equity Commitment Letter and Exhibit 5 to the Disclosure
Statement.

D. Sale of Assets

In the event that the Debtors do not have sufficient Cash from their
existing Cash balances on the Effective Date, operations, the Exit Financing
Facility, the Tranche B Loan or the Rights Offering and pursuit of Causes of
Action, to make the required payments under the Plan, the Debtors, with the
consent of the Committee, reserve the right to fund the Plan through a sale of
some or substantially all of the assets of the Debtors under section 363 of the
Bankruptcy Code.

ARTICLE VIII.

TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES

A. Assumption/Rejection of Executory Contracts and Unexpired Leases

As of the Effective Date, except as otherwise provided herein, all
executory contracts or unexpired leases of the Debtors will be deemed rejected
in accordance with the provisions and requirements of sections 365 and 1123 of
the Bankruptcy Code except those executory contracts and unexpired leases that
(i) have been previously rejected or assumed by Order of the Bankruptcy Court,
(ii) are subject to a pending motion to reject or assume, (iii) are executory
contracts and unexpired leases related to the Wholesale Distribution Business
for which the Option Period to assume or reject such executory contract or
unexpired lease has not yet expired or (iv) are specifically listed on the
Assumption Schedule filed with the Plan Supplement. The Debtors reserve the
right for 30 days after the Confirmation Date to modify the Assumption Schedule
to add executory contracts or leases or remove executory contracts or leases
from such Assumption Schedule. The Debtors shall provide appropriate notice to
any party added or removed from the Assumption Schedule after the Confirmation
Date and any such party removed from the Assumption Schedule shall have thirty
days from the receipt of such notice to file a proof of claim with the
Bankruptcy Court.

On the Petition Date, the Debtors were parties to certain collective
bargaining agreements ("CBA's"). The Debtors are assuming the four (4) CBA's
with labor organizations at facilities where the Debtors operations are
on-going, which CBA's are identified on the Assumption Schedule. All other CBA's
in existence on April 1, 2003 between labor organizations and the Debtors either
have been assumed and assigned to various purchasers or have lapsed or otherwise
terminated in connection with facility or business closings or sales.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases

Except as provided in section VIII.A., all proofs of Claim with respect
to Claims, if any, arising from the rejection of executory contracts or
unexpired leases that are rejected as a result of the Plan must be filed with
the Bankruptcy Court within thirty (30) days after the Effective Date. Any
Claims arising from the rejection of an executory contract or unexpired lease
not filed within such time or any applicable Contract Claims Bar Date, will be
forever barred from asserting against any Debtor or Reorganized Debtor, their
respective Estates, their property, and the Post Confirmation Trust unless
otherwise ordered by the Bankruptcy Court or provided herein.

C. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed

Any monetary amounts by which each executory contract and unexpired
lease to be assumed pursuant to the Plan is in default shall be satisfied,
pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default
amount in Cash as soon as practicable after the Effective Date or on such other
terms as the parties to such executory contracts or unexpired leases may
otherwise agree. In the event of a dispute regarding: (i) the amount of any cure
payments, (ii) the ability of the applicable Reorganized Debtor or any assignee
to provide "adequate assurance of future performance" (within the meaning of
section 365 of the Bankruptcy Code) under the contract or lease to be assumed,
or (iii) any other matter pertaining to assumption, the cure payments required
by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of
a Final Order resolving the dispute and approving the assumption.

D. Indemnification of Directors, Officers and Employees

The obligations of each Debtor to indemnify any Person serving at any
time on or prior to the Effective Date as one of its directors, officers or
employees by reason of such Person's service in such capacity, or as a director,
officer or employee of any other corporation or legal entity, to the extent
provided in such Debtor's constituent documents, by a written agreement with
such Debtor or under Delaware or other applicable corporate law, and
specifically excluding any obligation to indemnify the Excluded D&O Releasees
listed on Exhibit C filed herewith, shall be deemed and treated as executory
contracts that are assumed by such Reorganized Debtor pursuant hereto and
section 365 of the Bankruptcy Code as of the Effective Date. Accordingly, such
indemnification obligations shall be treated as obligations of the Reorganized
Debtors and shall survive unimpaired and unaffected

by entry of the Confirmation Order, irrespective of whether such indemnification
is owed for an act or event occurring before or after the Petition Date.

E. Compensation and Benefit Programs

Except as otherwise expressly provided herein, all employment and
severance agreements and policies, and all compensation and benefit plans,
policies, and programs of the Debtors applicable to their employees, former
employees, retirees and non-employee directors and the employees, former
employees and retirees of their subsidiaries, including, without limitation, all
savings plans, retirement plans, health care plans, disability plans, severance
benefit agreements and plans, incentive plans, deferred compensation plans and
life, accidental death and dismemberment insurance plans shall be treated as
executory contracts under the Plan and on the Effective Date will be deemed
rejected pursuant to the provisions of sections 365 and 1123 of the Bankruptcy
Code, except for those with respect to the Reorganized Debtors' employees
specifically designated on the Benefits Schedule filed with the Plan Supplement.

ARTICLE IX.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Distributions for Claims Allowed as of the Effective Date

Except as otherwise provided herein or as may be ordered by the
Bankruptcy Court, distributions to be made on the Effective Date on account of
Claims that are Allowed as of the Effective Date and are entitled to receive
distributions under the Plan shall be made on the Effective Date or as soon
thereafter as practicable. Except as evidenced by an electronic entry, as a
condition to receive any distribution under the Plan, each Old Note Holder must
comply with section IX.I and IX.K below. All distributions shall be made in
accordance with any applicable Indenture agreement, loan agreement or analogous
instrument or agreement.

B. Distributions by Core-Mark Newco and the Post Confirmation Trust

Except as otherwise provided herein, Core-Mark Newco or the Post
Confirmation Trust, as applicable, shall make all distributions required under
the Plan. Notwithstanding the provisions of Section V.C. herein regarding the
cancellation of the Indentures, the Indentures shall continue in effect to the
extent necessary to allow the Old Notes Trustees to provide information to the
Exchange Agent to permit distributions of the New Common Stock and to receive
New Common Stock on behalf of the Holders of the Old Notes and make
distributions pursuant to the Plan on account of the Old Notes as agent for
Core-Mark Newco. The Old Notes Trustees (or any agents or servicers) providing
services related to distributions to the Holders of Allowed Old Note Claims
shall receive, from Core-Mark Newco, reasonable compensation for such services
and reimbursement of reasonable expenses incurred in connection with such
services and upon the presentation of invoices to Core-Mark Newco. All
distributions to be made herein shall be made without any requirement for bond
or surety with respect thereto.

C. Interest on Claims

Except as otherwise specifically provided for herein or in the
Confirmation Order, or required by applicable bankruptcy law, post-petition
interest shall not accrue or be paid on any Claims, other than the Pre-Petition
Lenders' Secured Claims and the DIP Claims, and no Holder of a Claim shall be
entitled to interest accruing on or after the Petition Date on any Claim.

D. Compliance with Tax Requirements/Allocations

In connection with the Plan, to the extent applicable, the Reorganized
Debtors shall comply with all tax withholding and reporting requirements imposed
on them by any governmental unit, and all distributions pursuant hereto shall be
subject to such withholding and reporting requirements. For tax purposes,
distributions received in respect of Allowed Claims will be allocated first to
the principal amount of Allowed Claims with any excess allocated, if applicable,
to unpaid interest that accrued on such Claims.

E. Delivery and Distributions and Undeliverable or Unclaimed Distributions

1. Delivery of Distributions in General

Distributions to Holders of Allowed Claims shall be made at the address
of the Holder of such Claim as indicated on the records of Debtors or upon their
proofs of Claim, if any, or, if such Holder holds Senior Note Claims,
distributions with respect to such Senior Note Claims will be made to the Senior
Notes Indenture Trustee which will make distributions to Holders of Old Senior
Notes. To the extent the Senior Notes Indenture Trustee makes distributions to
DTC, DTC will, in turn, make appropriate book entries to reflect the
distributions it makes to Holders. Except as otherwise provided by the Plan or
the Bankruptcy Code with respect to undeliverable distributions, distributions
to Holders of Old Note Claims shall be made in accordance with the provisions of
the applicable Indentures.

2. Undeliverable Distributions

(a) Holding of Undeliverable Distributions. If any
distribution to a Holder of an Allowed Claim is returned to Core-Mark
Newco or the Post Confirmation Trust as undeliverable, no further
distributions shall be made to such Holder unless and until Core-Mark
Newco or the Post Confirmation Trust is notified in writing of such
Holder's then-current address. Undeliverable distributions shall remain
in the possession of Core-Mark Newco or the Post Confirmation Trust
subject to Section IX.E.2(b) below until such time as a distribution
becomes deliverable. Undeliverable Cash shall not be entitled to any
interest, dividends or other accruals of any kind. As soon as
reasonably practicable, Core-Mark Newco or the Post Confirmation Trust
shall make all distributions that become deliverable.

(b) Failure to Claim Undeliverable Distributions. In an
effort to ensure that all Holders of Allowed Claims receive their
allocated distributions, as of 120 days after the Effective Date, the
Debtors will compile a listing of unclaimed distribution Holders. This
list will be maintained for as long as the Chapter 11 Cases stay open.
Any Holder of an Allowed Claim (irrespective of when a Claim became an
Allowed Claim) that does not assert a Claim pursuant hereto for an
undeliverable distribution (regardless of when not deliverable) within
one year after the Effective Date shall have its Claim for such
undeliverable distribution discharged and shall be forever barred from
asserting any such Claim against any Reorganized Debtor or its
respective property. In such cases: (i) any Cash held for distribution
on account of such Claims shall be the property of Core-Mark Newco or
the Post Confirmation Trust, as applicable, free of any restrictions
thereon; and (ii) any New Common Stock held for distribution on account
of such Claims shall be canceled and of no further force or effect.
Nothing contained herein shall require Core-Mark Newco or the Post
Confirmation Trust to attempt to locate any Holder of an Allowed Claim
or Allowed Equity Interest.

(c) Abandoned Property Law. The provisions of the Plan
regarding undeliverable distributions will apply with equal force to
distributions made pursuant to the Old Note Indentures; notwithstanding
any provision in such indenture to the contrary and notwithstanding any
otherwise applicable escheat, abandoned or unclaimed property law.

F. Distribution Record Date

As of the close of business on the Distribution Record Date, the
transfer register for the Old Notes as maintained by the Debtors, the Old Notes
Trustees or their agents, shall be closed, and there shall be no further changes
in the record Holders of any Old Notes. Moreover, the Reorganized Debtors shall
have no obligation to recognize the transfer of any Old Notes occurring after
the Distribution Record Date and shall be entitled for all purposes herein to
recognize and deal only with those Holders of record as of the close of business
on the Distribution Record Date.

G. Timing and Calculation of Amounts to be Distributed

Except as otherwise provided herein, on the Effective Date or as soon
as practicable thereafter, each Holder of an Allowed Claim against the Debtors
shall receive the distributions that the Plan provides for Allowed Claims in the
applicable Class, provided however, Core-Mark Newco and the Post Confirmation
Trust, as applicable, shall

maintain reserve accounts in trust for the payment or distribution on account of
potential or Disputed Claims and shall make the appropriate adjustments in
distributions to adequately take into consideration and fund such reserve
accounts. Core-Mark Newco and the Post Confirmation Trust, as applicable, shall
be authorized to make interim distributions and any subsequent distributions
necessary to distribute any Cash, New Common Stock or other consideration held
in any reserve account to the appropriate Claim Holder as claims are resolved
and reserves are reduced in accordance with the Plan. If and to the extent that
there are Disputed Claims, beginning on the date that is 45 calendar days after
the end of the month following the Effective Date and 45 calendar days after the
end of each month thereafter, distributions shall also be made, pursuant hereto,
to Holders of Disputed Claims in any Class whose Claims were Allowed during the
preceding month.

H. Minimum Distribution

The New Common Stock will be issued as whole shares. If a registered
record Holder of an Allowed Claim is entitled to the distribution of a
fractional share of New Common Stock, unless otherwise determined and approved
by the Bankruptcy Court, the fractional distribution to which such Holder would
be entitled shall be aggregated with all other such similar distributions by
Core-Mark Newco (or its agent), and as soon as practicable after the Effective
Date, sold by Core-Mark Newco (or its agent) in a commercially reasonable
manner. Upon the completion of such sale, the net proceeds thereof shall be
distributed (without interest), pro rata in the case of New Common Stock, to the
Holders of Allowed Claims, based upon the fractional share of New Common Stock
each such Holder would have been entitled to receive or deemed to hold had
Core-Mark Newco issued fractional shares of New Common Stock. Such distributions
shall be in lieu of any other distribution.

I. Setoffs

The Reorganized Debtors may, pursuant to section 553 of the Bankruptcy
Code or applicable non-bankruptcy law, set off against any Allowed Claim and the
distributions to be made pursuant hereto on account of such Claim (before any
distribution is made on account of such Claim), the Claims, rights and Causes of
Action of any nature that the Debtors or the Reorganized Debtors may hold
against the Holder of such Allowed Claim; provided that neither the failure to
effect such a setoff nor the allowance of any Claim hereunder shall constitute a
waiver or release by the Debtors or the Reorganized Debtors of any such Claims,
rights and Causes of Action that the Debtors or the Reorganized Debtors may
possess against such Holder, except as specifically provided herein.

J. Old Notes

Each record Holder of an Allowed Claim relating to the Old Notes not
held through DTC shall either (a) tender its Old Notes relating to such Allowed
Claim in accordance with written instructions to be provided to such Holders by
the applicable Reorganized Debtor as promptly as practicable following the
Effective Date, or (b) if the Holder's Old Note has been destroyed, lost, stolen
or mutilated, comply with section IX.K. below. Such instructions shall specify
that delivery of such Old Notes will be effected, and risk of loss and title
thereto will pass, only upon the proper delivery of such Old Notes with a letter
of transmittal in accordance with such instructions. All surrendered Old Notes
shall be marked as canceled. If any Holder of Old Notes not held through DTC
submits bearer bonds without coupons or coupons only, the Debtors shall adjust
the consideration exchanged therefore appropriately.

K. Failure to Surrender Canceled Instruments

Any Holder of Allowed Claims relating to the Old Notes not held through
DTC that fails to surrender or is deemed to have failed to surrender its Old
Notes required to be tendered hereunder or that has failed to comply with
section IX.K. below within one year after the Effective Date shall have its
Claim for a distribution pursuant hereto on account of such Allowed Claim
discharged and shall be forever barred from asserting any such Claim against any
Reorganized Debtor or their respective properties. In such cases, any New Stock
held for distribution on account of such Claim shall be disposed of pursuant to
the provisions set forth in Section IX.E. above.

L. Lost, Stolen, Mutilated or Destroyed Debt Securities

surrendering such Old Note, deliver to the applicable Reorganized Debtor: (a) an
affidavit of loss reasonably satisfactory to such Reorganized Debtor setting
forth the unavailability of the Old Note not held through DTC; and (b) such
additional security or indemnity as may be reasonably required by such
Reorganized Debtor to hold such Reorganized Debtor harmless from any damages,
liabilities or costs incurred in treating such individual as a Holder of an
Allowed Claim. Upon compliance with this procedure by a Holder of a Claim
evidenced by an Old Note, such Holder shall, for all purposes under the Plan, be
deemed to have surrendered such non-DTC note.

M. Share Reserve

In addition to the provisions of Section X.A.3., Core-Mark Newco shall
be required to establish and maintain an appropriate reserve of New Common Stock
to ensure the distribution of New Common Stock to the Holder of any Disputed
Claim upon its allowance.

N. Settlement of Claims and Controversies

Pursuant to Fed. R. Bankr. P. 9019 and in consideration for the
distributions and other benefits provided under the Plan, the provisions of this
Plan shall constitute a good faith compromise and settlement of claims or
controversies relating to the contractual, legal and subordination rights that a
Holder of a Claim may have with respect to any Allowed Claim, or any
distribution to be made on account of any such Allowed Claim.

ARTICLE X.

PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT
AND UNLIQUIDATED CLAIMS

A. Resolution of Disputed Claims

1. Prosecution of Objections to Claims

After the Effective Date, except in regard to objections to
Professional fees and other fees, Core-Mark Newco and the Post Confirmation
Trustee, as applicable, shall have the exclusive authority to file objections,
settle, compromise, withdraw or litigate to judgment objections to Claims on
behalf of the Debtors and Reorganized Debtors. From and after the Effective
Date, Core-Mark Newco and the Post Confirmation Trustee, as applicable, may
settle or compromise any Disputed Claim on behalf of the Reorganized Debtors
without approval of the Bankruptcy Court. The party responsible between
Core-Mark Newco and the Post Confirmation Trust for the various Claims shall be
outlined in the Post Confirmation Trust Agreement.

2. Estimation of Claims

Core-Mark Newco and the Post Confirmation Trustee, as applicable, may,
at any time, request that the Bankruptcy Court estimate any contingent or
unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code regardless
of whether the Debtors, Core-Mark Newco or the Post Confirmation Trust, as
applicable, has previously objected to such Claim or whether the Bankruptcy
Court has ruled on any such objection, and the Bankruptcy Court will retain
jurisdiction to estimate any Claim at any time during litigation concerning any
objection to any Claim, including during the pendency of any appeal relating to
any such objection. In the event that the Bankruptcy Court estimates any
contingent or unliquidated Claim, that estimated amount will constitute either
the Allowed amount of such Claim or a maximum limitation on such Claim, as
determined by the Bankruptcy Court. If the estimated amount constitutes a
maximum limitation on such Claim, Core-Mark Newco and the Post Confirmation
Trustee, as applicable, may elect to pursue any supplemental proceedings to
object to any ultimate payment on such Claim. All of the aforementioned Claims
and objection, estimation and resolution procedures are cumulative and not
necessarily exclusive of one another. Claims may be estimated and subsequently
compromised, settled, withdrawn or resolved by any mechanism approved by the
Bankruptcy Court.

3. Payments and Distributions on Disputed Claims

Notwithstanding any provision herein to the contrary, except as
otherwise agreed by Core-Mark Newco or the Post Confirmation Trust, as
applicable, Core-Mark Newco and the Post Confirmation Trust, as applicable, in

their sole discretion shall not make any partial payments or partial
distributions with respect to a Disputed Claim until the resolution of such
disputes by settlement or Final Order. On the date or, if such date is not a
Business Day, on the next successive Business Day that is 45 calendar days after
the month in which a Disputed Claim becomes an Allowed Claim, the Holder of such
Allowed Claim will receive all payments and distributions to which such Holder
is then entitled under the Plan. Notwithstanding the foregoing, any Person or
Entity who holds both an Allowed Claim(s) and a Disputed Claim(s) will not
receive the appropriate payment or distribution on the Allowed Claim(s), except
as otherwise agreed by Core-Mark Newco or the Post Confirmation Trust, as
applicable, until the Disputed Claim(s) is or are resolved by settlement or
Final Order. In the event there are Disputed Claims requiring adjudication and
resolution, Core-Mark Newco and the Post Confirmation Trust, as applicable,
shall establish appropriate reserves for potential payment of such Claims.

B. Allowance of Claims

Except as expressly provided herein or in any order entered in the
Chapter 11 Cases prior to the Effective Date (including the Confirmation Order),
no Claim shall be deemed Allowed, unless and until such Claim is deemed Allowed
under the Bankruptcy Code and no objection to such Claim has been filed by the
Objection Deadline or the Bankruptcy Court enters a Final Order in the Chapter
11 Cases allowing such Claim. Except as expressly provided in the Plan or any
order entered in the Chapter 11 Cases prior to the Effective Date (including the
Confirmation Order), the Reorganized Debtors and the Post Confirmation Trust, as
applicable, after confirmation will have and retain any and all rights,
remedies, causes of action and defenses the Debtors had with respect to any
Claim as of the date the Debtors filed their petitions for relief under the
Bankruptcy Code. All Claims of any Person or Entity that may owe money to the
Debtors shall be disallowed unless and until such Person or Entity pays the
amount it owes the Debtors in full.

C. Controversy Concerning Impairment

If a controversy arises as to whether any Claims, or any Class of
Claims, is Impaired under the Plan, the Bankruptcy Court shall, after notice and
a hearing, determine such controversy before the Confirmation Date.

D. Impact on Pending Litigation

Pursuant to Section III.B.12 of the Plan, Other Securities Claims and
Interests, including, but not limited to, securities litigation by current or
former Fleming shareholders described in Section V.C.6 of the Disclosure
Statement, will be permanently enjoined and any claims thereunder discharged.
Litigation involving directors and officers of the Debtors, including but not
limited to, that described in Section V.C.6 of the Disclosure Statement may be
affected by the releases contained in Section XII of the Plan. Litigation that
is not deemed an Other Securities Claim or Interest or is not effected by the
releases contained in Section XII of the Plan, and is not otherwise discharged,
settled or expunged in accordance with the Plan, will be permanently enjoined
pursuant to Section XII.G. of the Plan, and any Allowed Claims arising from such
litigation will generally be treated as Class 6 Claims under the Plan.

ARTICLE XI.

CONDITIONS PRECEDENT TO CONFIRMATION
AND OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN

A. Conditions Precedent to Confirmation

It shall be a condition to Confirmation hereof that all provisions,
terms and conditions hereof are approved in the Confirmation Order.

B. Conditions Precedent to Occurrence of the Effective Date

It shall be a condition to occurrence of the Effective Date of the Plan
that the following conditions shall have been satisfied or waived pursuant to
the provisions of Section XI.C. herein:

1. The Confirmation Order confirming the Plan, as the Plan may
have been modified, shall have been entered and become a Final Order in form and
substance satisfactory to the Debtors and the Committee and shall provide that,
among other things:

(i) the Debtors and Reorganized Debtors are
authorized and directed to take all actions necessary or
appropriate to enter into, implement and consummate the
contracts, instruments, releases, leases, indentures and other
agreements or documents created in connection with the Plan;

(ii) the provisions of the Confirmation Order are
nonseverable and mutually dependent;

(iii) Core-Mark Newco is authorized to issue the
New Common Stock, Preferred Stock, if applicable, and
Management Options; and

(iv) the New Common Stock and the Preferred Stock
and the Equity Subscription Rights, if applicable, issued
under the Plan are exempt from registration under the
Securities Act pursuant to section 1145 of the Bankruptcy
Code, except to the extent that Holders of the New Common
Stock or Preferred Stock are "underwriters," as that term is
defined in section 1145 of the Bankruptcy Code or the offer
and sale of the Preferred Stock to the Equity Investor shall
be qualified under the section 4(2) private placement
exemption contained in the Securities Act.

2. The following agreements, in form and substance satisfactory
to the Reorganized Debtors and the Committee shall have been tendered for
delivery and all conditions precedent thereto shall have been satisfied:

(a) Exit Financing Agreement;

(b) Tranche B Loan Agreement, if applicable;

(d) Registration Rights Agreements, if any; and

(e) Management Incentive Plan.

3. The Certificate of Incorporation of Core-Mark Newco shall have
been filed with the Secretary of State of the State of Delaware.

4. All actions, documents and agreements necessary to implement
the Plan shall have been effected or executed.

5. The new board of directors of Core-Mark Newco shall have been
appointed.

6. The Reorganized Debtors shall have established and funded the
Professional Fee Escrow Account.

7. The appropriate Final Orders recognizing and implementing the
Plan in Canada shall have been obtained from the Canadian CCAA Court.

8. The Post Confirmation Trust shall be established and all
actions, documents and agreements necessary to implement the Post Confirmation
Trust shall have been effected or executed.

9. The granting of the Equity Subscription Rights, if applicable,
and the issuance of the New Common Stock and Preferred Stock (including
Preferred Stock issuable upon the exercise of the Equity Subscription Rights)
under the Plan shall be exempt from the prospectus and registration requirements
and the first trade thereof shall be exempt from the prospectus requirements of
the securities laws of each of the provinces of Canada (including, to the extent
necessary, pursuant to an order or orders issued by the applicable Canadian
securities regulators granting relief from any such prospectus and registration
requirements that would otherwise be applicable).

C. Waiver of Conditions

Except as otherwise required by the terms of the Plan, the Debtors,
with the consent of the Committee, may waive any of the conditions to
Confirmation of the Plan and/or to occurrence of the Effective Date of the Plan
set forth in this Article XI at any time, without notice, without leave or order
of the Bankruptcy Court, and without any formal action other than proceeding to
confirm and/or consummate the Plan.

D. Effect of Non-occurrence of Conditions to Occurrence of the Effective
Date

If the occurrence of the Effective Date of the Plan does not occur by
_______, 2004, the Plan shall be null and void in all respects and nothing
contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver
or release of any Claims by or against, the Debtors; (2) prejudice in any manner
the rights of the Debtors or (3) constitute an admission, acknowledgment, offer
or undertaking by the Debtors in any respect.

ARTICLE XII.

DISCHARGE, RELEASE, INJUNCTION AND RELATED PROVISIONS

A. Subordination

The classification and manner of satisfying all Claims and Equity
Interests and the respective distributions and treatments hereunder take into
account and/or conform to the relative priority and rights of the Claims and
Equity Interests in each Class in connection with any contractual, legal and
equitable subordination rights relating thereto whether arising under general
principles of equitable subordination, section 510(b) of the Bankruptcy Code or
otherwise, and any and all such rights are settled, compromised and released
pursuant hereto. The Confirmation Order shall permanently enjoin, effective as
of the Effective Date, all Persons and Entities from enforcing or attempting to
enforce any such contractual, legal and equitable subordination rights
satisfied, compromised and settled in this manner.

B. MUTUAL RELEASES BY RELEASEES

ON AND AFTER THE EFFECTIVE DATE, FOR GOOD AND VALUABLE CONSIDERATION,
INCLUDING THE SERVICES OF THE RELEASEES TO FACILITATE THE EXPEDITIOUS
REORGANIZATION OF THE DEBTORS AND THE IMPLEMENTATION OF THE RESTRUCTURING
CONTEMPLATED BY THE PLAN, EACH OF THE RELEASEES SHALL BE DEEMED TO HAVE
UNCONDITIONALLY RELEASED ONE ANOTHER FROM ANY AND ALL CLAIMS (AS DEFINED IN
SECTION 101(5) OF THE BANKRUPTCY CODE), OBLIGATIONS, RIGHTS, SUITS, DAMAGES,
REMEDIES AND LIABILITIES WHATSOEVER, INCLUDING ANY CLAIMS THAT COULD BE ASSERTED
ON BEHALF OF A DEBTOR, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN,
EXISTING OR HEREINAFTER ARISING, IN LAW, EQUITY OR OTHERWISE, THAT THE RELEASEES
OR THEIR SUBSIDIARIES WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT IN THEIR OWN
RIGHT (WHETHER INDIVIDUALLY OR COLLECTIVELY) OR ON BEHALF OF THE HOLDER OF ANY
CLAIM OR EQUITY INTEREST OR OTHER PERSON OR ENTITY, BASED IN WHOLE OR IN PART
UPON ANY ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT OR OTHER OCCURRENCE
TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE, EXCEPT FOR CASES OF WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE AND PROVIDED THAT THE DEBTORS, THE REORGANIZED
DEBTORS AND THE POST CONFIRMATION TRUST RESERVE THEIR RIGHTS TO BRING AVOIDANCE
ACTIONS, COLLECT VENDOR DEDUCTIONS, OR ASSERT SETOFF, RECOUPMENT AND OTHER
SIMILAR DEFENSES OR CLAIMS AGAINST MEMBERS OF THE COMMITTEE WITH RESPECT TO
DEBTORS' ORDINARY COURSE BUSINESS DEALINGS WITH SUCH COMMITTEE MEMBERS.

C. RELEASES BY HOLDERS OF CLAIMS

PLAN, OR ANY RELATED AGREEMENTS, INSTRUMENTS OR OTHER DOCUMENTS EXCEPT FOR CASES
OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

D. INDEMNIFICATION

THE DEBTORS, REORGANIZED DEBTORS AND CORE-MARK NEWCO SHALL BE JOINTLY
AND SEVERALLY OBLIGATED TO INDEMNIFY ALL D&O RELEASEES AND THEIR RESPECTIVE
AFFILIATES, AGENTS AND PROFESSIONALS AGAINST ANY CLAIMS, OBLIGATIONS, SUITS,
JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS, CAUSE OF ACTION OR LIABILITIES
WHETHER DIRECT OR INDIRECT, DERIVATIVE, LIQUIDATED OR UNLIQUIDATED, FIXED OR
CONTINGENT, MATURED OR UNMATURED, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THEN
EXISTING OR THEREAFTER ARISING, IN LAW, EQUITY OR OTHERWISE, THAT ARE BASED IN
WHOLE OR IN PART ON ANY ACT OR OMISSION, TRANSACTION, EVENT OR OTHER OCCURRENCE
TAKING PLACE ON OR PRIOR TO THE EFFECTIVE DATE IN ANY WAY RELATING OR PERTAINING
TO THE DEBTORS, THE REORGANIZED DEBTORS, CORE-MARK NEWCO, THE CHAPTER 11 CASES,
THE PLAN OR THE DISCLOSURE STATEMENT EXCEPT FOR CASES OF WILLFUL MISCONDUCT OR
GROSS NEGLIGENCE. THE DEBTORS WILL FUND THE PURCHASE OF TAIL LIABILITY COVERAGE
UNDER THE DEBTORS' DIRECTORS AND OFFICERS INSURANCE POLICIES.

E. EXCULPATION

THE DEBTORS, THE REORGANIZED DEBTORS, CORE-MARK NEWCO, THE D&O
RELEASEES, THE POST-PETITION LENDERS, THE OLD NOTES TRUSTEES, THE COMMITTEE, THE
POST CONFIRMATION TRUST, AND THE POST CONFIRMATION ADVISORY BOARD, AND THEIR
MEMBERS AND PROFESSIONALS (ACTING IN SUCH CAPACITY) SHALL NEITHER HAVE NOR INCUR
ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY PRE- OR POST-PETITION ACT TAKEN OR
OMITTED TO BE TAKEN IN CONNECTION WITH OR RELATED TO THE FORMULATION,
NEGOTIATION, PREPARATION, DISSEMINATION, IMPLEMENTATION, ADMINISTRATION,
CONFIRMATION OR OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN, THE DISCLOSURE
STATEMENT OR ANY CONTRACT, INSTRUMENT, RELEASE OR OTHER AGREEMENT OR DOCUMENT
CREATED OR ENTERED INTO IN CONNECTION WITH THE PLAN OR ANY OTHER PRE-PETITION OR
POST-PETITION ACT TAKEN OR OMITTED TO BE TAKEN IN CONNECTION WITH, OR IN
CONTEMPLATION OF, RESTRUCTURING OF THE DEBTORS.

F. DISCHARGE OF CLAIMS AND TERMINATION OF EQUITY INTERESTS

EXCEPT AS OTHERWISE PROVIDED HEREIN: (1) THE RIGHTS AFFORDED HEREIN AND
THE TREATMENT OF ALL CLAIMS AND EQUITY INTERESTS HEREIN, SHALL BE IN EXCHANGE
FOR AND IN COMPLETE SATISFACTION, DISCHARGE AND RELEASE OF CLAIMS AND EQUITY
INTERESTS OF ANY NATURE WHATSOEVER, INCLUDING ANY INTEREST ACCRUED ON CLAIMS
FROM AND AFTER THE PETITION DATE, AGAINST ANY DEBTOR OR ANY OF ITS RESPECTIVE
ASSETS OR PROPERTIES, (2) ON THE EFFECTIVE DATE, ALL SUCH CLAIMS AGAINST, AND
EQUITY INTERESTS IN, ANY DEBTOR SHALL BE SATISFIED, DISCHARGED AND RELEASED IN
FULL AND (3) ALL PERSONS AND ENTITIES SHALL BE PRECLUDED FROM ASSERTING AGAINST
ANY REORGANIZED DEBTOR, ITS SUCCESSORS OR ITS ASSETS OR PROPERTIES ANY OTHER OR
FURTHER CLAIMS OR EQUITY INTERESTS BASED UPON ANY ACT OR OMISSION, TRANSACTION
OR OTHER ACTIVITY OF ANY KIND OR NATURE THAT OCCURRED PRIOR TO THE CONFIRMATION
DATE.

G. INJUNCTION

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN, ALL HOLDERS OF
CLAIMS AND EQUITY INTERESTS ARE PERMANENTLY ENJOINED, FROM AND AFTER THE
EFFECTIVE DATE, FROM (a) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR
OTHER PROCEEDING OF ANY KIND ON ANY SUCH CLAIM OR INTEREST AGAINST THE DEBTORS,
THEIR ESTATES, CORE-MARK NEWCO OR THE REORGANIZED DEBTORS; (b) THE ENFORCEMENT,
ATTACHMENT, COLLECTION OR RECOVERY BY ANY MANNER OR MEANS OF ANY JUDGMENT,
AWARD, DECREE OR ORDER AGAINST THE DEBTORS, THEIR ESTATES, CORE-MARK NEWCO OR
THE REORGANIZED DEBTORS; (c) CREATING, PERFECTING, OR ENFORCING ANY ENCUMBRANCE
OF ANY KIND AGAINST THE PROPERTY OR INTERESTS IN PROPERTY OF THE DEBTORS, THEIR
ESTATES, CORE-MARK NEWCO OR THE REORGANIZED DEBTORS; AND (d) ASSERTING ANY RIGHT
OF SETOFF, SUBROGATION OR RECOUPMENT OF ANY KIND AGAINST ANY OBLIGATION DUE FROM
THE DEBTORS OR AGAINST THE PROPERTY OF THE DEBTORS, THEIR ESTATES, CORE-MARK
NEWCO OR THE REORGANIZED DEBTORS WITH RESPECT TO ANY SUCH CLAIM OR EQUITY
INTEREST, UNLESS SUCH RIGHT OF SETOFF SUBROGATION OR RECOUPMENT HAS BEEN
PREVIOUSLY ASSERTED IN A TIMELY FILED PROOF OF CLAIM.

ARTICLE XIII.

RETENTION OF JURISDICTION

1. allow, disallow, determine, liquidate, classify, estimate or
establish the priority or secured or unsecured status of any Claim or Equity
Interest, including the resolution of any request for payment of any
Administrative Claim and the resolution of any and all objections to the
allowance or priority of Claims or Equity Interests;

2. grant or deny any applications for allowance of compensation
or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the
Plan, for periods ending on or before the Effective Date;

3. resolve any matters related to the assumption, assumption and
assignment or rejection of any executory contract or unexpired lease to which
any Debtor is party or with respect to which any Debtor may be liable and to
hear, determine and, if necessary, liquidate, any Claims arising therefrom,
including those matters related to the amendment after the Effective Date
pursuant to Article VII herein to add or strike any executory contracts or
unexpired leases to the list of executory contracts and unexpired leases to be
assumed;

4. ensure that distributions to Holders of Allowed Claims are
accomplished pursuant to the provisions hereof;

5. decide or resolve any motions, adversary proceedings,
contested or litigated matters and any other matters and grant or deny any
applications involving the Debtors;

6. enter such orders as may be necessary or appropriate to
implement or consummate the provisions hereof and all contracts, instruments,
releases, indentures and other agreements or documents created in connection
with the Plan or the Disclosure Statement;

7. resolve any cases, controversies, suits or disputes that may
arise in connection with the occurrence of the Effective Date, interpretation or
enforcement of the Plan or any Person's or Entity's obligations incurred in
connection with the Plan;

8. issue injunctions, enter and implement other orders or take
such other actions as may be necessary or appropriate to restrain interference
by any Person or Entity with occurrence of the Effective Date or enforcement of
the Plan, except as otherwise provided herein;

9. resolve any cases, controversies, suits or disputes with
respect to the releases, injunction and other provisions contained in Article
XII hereof and enter such orders as may be necessary or appropriate to implement
such releases, injunction and other provisions;

10. enter and implement such orders as are necessary or
appropriate if the Confirmation Order is for any reason modified, stayed,
reversed, revoked or vacated;

11. determine any other matters that may arise in connection with
or relate to this Plan, the Disclosure Statement, the Confirmation Order or any
contract, instrument, release, indenture or other agreement or document created
in connection with the Plan or the Disclosure Statement; and

12. enter an order and/or final decree concluding the Chapter 11
Cases.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

A. Effectuating Documents, Further Transactions and Corporation Action

Each of the Debtors and Reorganized Debtors is authorized to execute,
deliver, file or record such contracts, instruments, releases and other
agreements or documents and take such actions as may be necessary or appropriate
to effectuate, implement and further evidence the terms and conditions hereof
and the notes and securities issued pursuant hereto.

Prior to, on or after the Effective Date (as appropriate), all matters
provided for hereunder that would otherwise require approval of the shareholders
or directors of the Debtors or Reorganized Debtors shall be deemed to have
occurred and shall be in effect prior to, on or after the Effective Date (as
appropriate) pursuant to the applicable general corporation law of the states
where each of the Debtors is organized without any requirement of further action
by the shareholders or directors of any Debtor or Reorganized Debtor.

B. Dissolution of Committee

The Creditors' Committee shall be dissolved on the Effective Date, and
members shall be released and discharged from all rights and duties arising
from, or related to, the Chapter 11 Cases.

C. Payment of Statutory Fees

All fees payable pursuant to section 1930(a) of Title 28 of the United
States Code, as determined by the Bankruptcy Court at the hearing pursuant to
section 1128 of the Bankruptcy Code, shall be paid for each quarter (including
any fraction thereof) until the Chapter 11 Case is converted, dismissed or
closed, whichever occurs first.

D. Modification of Plan

Subject to the limitations contained in the Plan, (1) the Debtors, with
the consent of the Committee, reserve the right, in accordance with the
Bankruptcy Code and the Bankruptcy Rules, to amend or modify the Plan prior to
the entry of the Confirmation Order and (2) after the entry of the Confirmation
Order, the Debtors or the Reorganized Debtors, as the case may be, with the
consent of the Committee or the Post Confirmation Trust Advisory Board, may upon
order of the Bankruptcy Court, amend or modify the Plan, in accordance with
section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or
reconcile any inconsistency in the Plan in such manner as may be necessary to
carry out the purpose and intent of the Plan.

E. Revocation of Plan

The Debtors reserve the right to revoke or withdraw the Plan prior to
the Confirmation Date and to file subsequent plans of reorganization. If the
Debtors revoke or withdraw the Plan, or if Confirmation or occurrence of the
Effective Date does not occur, then (a) the Plan shall be null and void in all
respects, (b) any settlement or compromise embodied in the Plan (including the
fixing or limiting to an amount certain any Claim or Equity Interest or Class of
Claims or Equity Interests), assumption or rejection of executory contracts or
leases affected by the Plan, and any document or agreement executed pursuant
hereto, shall be deemed null and void, and (c) nothing contained in the Plan
shall (i) constitute a waiver or release of any Claims by or against, or any
Equity Interests in, such Debtors or any other Person (ii) prejudice in any
manner the rights of such Debtors or any other Person, or (iii) constitute an
admission of any sort by the Debtors or any other Person.

F. Environmental Liabilities

Nothing in the Plan discharges, releases or precludes any environmental
liability that is not a Claim. Furthermore, nothing in the Plan discharges,
releases or precludes any environmental claim of the United States that arises
on or after the Confirmation Date or releases any Reorganized Debtor from
liability under environmental law as the owner or operator of property that such
Reorganized Debtor owns or operates after the Confirmation Date. In addition,
nothing in the Plan releases or precludes any environmental liability to the
United States as to any Person or Entity other than the Debtors or Reorganized
Debtors.

G. Successors and Assigns

The rights, benefits and obligations of any Person or Entity named or
referred to herein shall be binding on, and shall inure to the benefit of any
heir, executor, administrator, successor or assign of such Person or Entity.

H. Reservation of Rights

Except as expressly set forth herein, this Plan shall have no force or
effect unless the Bankruptcy Court shall enter the Confirmation Order. None of
the filing of this Plan, any statement or provision contained herein, or the
taking of any action by the Debtors with respect to this Plan shall be or shall
be deemed to be an admission or waiver of any rights of the Debtors with respect
to the Holders of Claims or Equity Interests prior to the Effective Date.

I. Section 1146 Exemption

Pursuant to section 1146(c) of the Bankruptcy Code, any transfers of
property pursuant hereto shall not be subject to any document recording tax,
stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act,
real estate transfer tax, mortgage recording tax or other similar tax or
governmental assessment in the United States, and the Confirmation Order shall
direct the appropriate state or local governmental officials or agents to forgo
the collection of any such tax or governmental assessment and to accept for
filing and recordation any of the foregoing instruments or other documents
without the payment of any such tax or governmental assessment.

J. Further Assurances

The Debtors, Reorganized Debtors, Core-Mark Newco and all Holders of
Claims receiving distributions hereunder and all other parties in interest
shall, from time to time, prepare, execute and deliver any agreements or
documents and take any other actions as may be necessary or advisable to
effectuate the provisions and intent of this Plan.

K. Service of Documents

Any pleading, notice or other document required by the Plan to be
served on or delivered to any Reorganized Debtor or the Committee shall be sent
by first class U.S. mail, postage prepaid to:

___________________________
___________________________
___________________________
Attn: [___________________]

with copies to:

Pepper Hamilton LLP
100 Renaissance Center
Suite 3600
Detroit, Michigan 48243-1157
Attn: I. William Cohen
Robert S. Hertzberg

L. Filing of Additional Documents

On or before the Effective Date, the Debtors with the consent of the
Creditors' Committee may file with the Bankruptcy Court such agreements and
other documents as may be necessary or appropriate to effectuate and further
evidence the terms and conditions hereof.

Respectfully Submitted,

FLEMING COMPANIES, INC.

By: /s/ Rebecca A. Roof
----------------------------------------
Name: Rebecca A. Roof
Title: Interim Chief Financial Officer

OFFICIAL COMMITTEE OF UNSECURED CREDITORS

By: /s/ Dennis F. Dunne
----------------------------------------
Name: Dennis F. Dunne
Title: Counsel to Official Committee of
Unsecured Creditors

EXHIBIT 2

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

IN RE: ) CHAPTER 11
)
FLEMING COMPANIES, INC., ET AL., (1) ) CASE NO. 03-10945 (MFW)
) (JOINTLY ADMINISTERED)
DEBTORS. )
)
)

[DEBTORS' PROPOSED] ORDER (A) SCHEDULING A HEARING TO CONFIRM JOINT PLAN OF
REORGANIZATION; (B) ESTABLISHING VOTING DEADLINE AND DEADLINE FOR OBJECTING TO
THE PLAN; (C) APPROVING FORM OF BALLOTS AND MASTER BALLOTS; AND (D) APPROVING
SOLICITATION PROCEDURES AND FORM AND MANNER OF NOTICES

Upon the motion (the "Motion") (2) of the Debtors seeking
entry of an order (a) scheduling a hearing to confirm their first amended joint
plan of reorganization; (b) establishing voting deadline and deadline for
objecting to the plan; (c) approving form of ballots and master ballots; and (d)
approving solicitation procedures and form and manner of notices, and it
appearing that this Court has jurisdiction over this matter pursuant to 28
U.S.C. Sections 157 and 1334; and it appearing that this proceeding is a core
proceeding pursuant to 28 U.S.C. Section 157(b)(2); and it appearing that venue
of this proceeding and the Motion are proper in this District pursuant to 28
U.S.C. Sections 1408 and 1409; and adequate notice of the Motion having been
given; and it appearing that no other notice need be given; and after due
deliberation and sufficient cause appearing therefor, it is hereby ORDERED that:

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

(1) The Debtors are the following entities: Fleming Companies, Inc.; ABCO
Food Group, Inc.; ABCO Markets, Inc.; ABCO Realty Corp.; ASI Office
Automation, Inc.; C/M Products, Inc.; Core-Mark International, Inc.;
Core-Mark Interrelated Companies, Inc.; Core-Mark Mid-Continent, Inc.;
Dunigan Fuels, Inc.; FAVAR Concepts, Ltd.; Fleming Foods Management
Co., L.L.C., Fleming Foods of Texas, L.P.; Fleming International, Ltd.;
Fleming Supermarkets of Florida, Inc.; Fleming Transportation Service,
Inc.; Food 4 Less Beverage Company, Inc.; Fuelserv, Inc.; General
Acceptance Corporation; Head Distributing Company; Marquise Ventures
Company, Inc.; Minter-Weisman Co.; Piggly Wiggly Company; Progressive
Realty, Inc.; Rainbow Food Group, Inc.; Retail Investments, Inc.;
Retail Supermarkets, Inc.; RFS Marketing Services, Inc.; and Richmar
Foods, Inc.

(2) Capitalized terms not defined herein shall have the same meaning as in
the Motion.

1. The Motion is granted.

2. The Disclosure Statement is hereby approved as containing
adequate information within the meaning of section 1125(a) and (b) of the
Bankruptcy Code.

3. All earlier versions and interim forms of the Disclosure
Statement and the Plan are of no force or effect.

4. The Debtors and the Committee are authorized to make
non-substantive conforming changes to the Plan and Disclosure Statement prior to
solicitation.

5. A hearing to confirm the Plan (the "Confirmation Hearing")
will commence on __________, 2004, at ______ __.m. Prevailing Eastern Time,
before the Honorable Mary F. Walrath, United States Bankruptcy Judge, at 824
Market Street, 5th Floor, Wilmington, Delaware 19801.

6. The Confirmation Hearing may be continued from time to time by
announcing such continuance in open court or by posting such continuance on the
Court's docket without further notice to parties-in-interest.

7. The deadline to file and serve objections to the confirmation
of the Plan (the "Plan Objection Deadline") is 4:00 p.m., Prevailing Eastern
Time, on ___________, 2004.

8. The parties shall conduct discovery with respect to
confirmation of the Plan on the basis of the following schedule:

a. The Debtors shall establish an electronic repository
of documents relevant to the confirmation of the Plan
available on their website by no later than
___________, 2004.

b. All parties in interest who may object shall serve
written discovery requests on the Debtors by no later
than ___________, 2004.

c. All parties in interest who may object shall identify
potential witnesses for the Confirmation Hearing no
later than ___________, 2004.

d. The Debtors shall serve their written discovery
requests no later than ___________, 2004.

e. The Debtors shall identify potential witnesses for
the Confirmation Hearing no later than ___________,
2004.

f. The Debtors shall produce documents responsive to the
discovery requests not already in the electronic
repository and add such documents to the electronic
repository no later than ___________, 2004.

g. Fact witness depositions shall take place from
___________, 2004 through ___________, 2004.

h. Expert reports of all parties shall be due on
___________, 2004.

i. Rebuttal expert reports shall be due ____________,
2004.

j. Expert depositions shall take place from ___________,
2004 through ___________, 2004.

k. The Discovery Cutoff (3) shall be ___________, 2004.

l. All parties shall exchange final witness lists and
exhibits lists on ___________, 2004.

m. All parties shall serve motions in liminie on
_____________, 2004.

n. All parties shall exchange responses to motions in
liminie on ____________, 2004.

9. All objections to the confirmation of the Plan must be filed
with the Court and served in a manner so that they are actually received on or
before 4:00 p.m., Prevailing Eastern Time on the Plan Objection Deadline by the
Notice Parties (each as listed below):

Counsel to the Debtors Counsel to the Debtors
Kirkland & Ellis LLP Pachulski Stang Ziehl Young & Jones PC
200 East Randolph Drive 919 N. Market Street
Chicago, IL 60601 16th Floor
312-861-2000 Wilmington, DE 19899
Fax: 312-861-2200 Attn: Laura Davis Jones
Attn: Janet S. Baer Christopher Lhulier
Evan Gartenlaub

Office of the United States Trustee Co-Counsel to the Creditors Committee
844 King Street, Room 2207 Pepper Hamilton LLP
Lockbox #35 100 Renaissance Center, Suite 3600
Wilmington, DE 19801 Detroit, Michigan 48243-1157
302-573-6491 Fax: (313) 259-7926
Attn: Joseph J. McMahon Attn: I. William Cohen
Robert S. Hertzberg
- -------------------------

(3) "Discovery Cutoff" refers to the last day for all factual and expert
discovery, including, but not limited to, all depositions,
interrogatories and document requests.

Counsel to the Prepetition Lenders Co-Counsel to the Creditors Committee
White & Case Milbank, Tweed, Hadley & McCloy LLP
1155 Avenue of the Americas One Chase Manhattan Plaza
New York, New York 10036-2787 New York, NY 10005
Fax:: (212) 354-8113 Fax: (212) 530-5219
Attn: Andrew P. DeNatale Attn: Dennis Dunne

10. The Debtors and any other party in interest may file a
response to any timely-filed Plan Objection(s) by 4:00 p.m., Prevailing Eastern
Time, on ____________, 2004.

11. All objections to the Plan shall state with particularity the
grounds for such objection and provide the specific text, if any, that the
objecting party believes to be appropriate to insert into the Plan.

12. The Court shall consider only written objections and responses
timely filed and served by the applicable deadline.

13. ________, 2004 shall be the record date for purposes of
determining which Creditors are entitled to vote on the Plan (the "Voting Record
Date"). The Voting Record Date shall apply to (a) all creditors who have filed
timely proofs of Claim or whose Claims are listed as non-contingent, liquidated
or undisputed on the Debtors' schedules of assets and liabilities, and (b) all
trustees, agents and Nominees that will cast votes on behalf of the Beneficial
Holders, provided, however, that all applicable procedures discussed herein
regarding objections to, and estimation procedures for, Claims shall apply to
such Claims.

14. All Ballots or Master Ballots, as applicable, accepting or
rejecting the Plan must be received by Bankruptcy Management Corporation (the
"Solicitation Agent") by 5:00 p.m., Prevailing Eastern Time, on _______, 2004,
(the "Voting Deadline") at the following addresses:

IF BY U.S. MAIL: IF BY COURIER/HAND DELIVERY:
Bankruptcy Management Corporation Bankruptcy Management Corporation
Attention: Fleming Solicitation Agent Attention: Fleming Solicitation Agent
PO Box 1098 1330 E. Franklin Avenue
El Segundo, CA 90245-1098 El Segundo, CA 90245

15. The Debtors, in consultation with the Committee, may extend or
waive the period during which votes will be accepted by the Debtors, in which
case the Voting Deadline for such solicitation shall mean the last time and date
to which such solicitation is extended.

16. The form of the Ballots, substantially in the forms attached
hereto as Exhibit A, are hereby approved.

17. The form of the Master Ballots, substantially in the form
attached hereto as Exhibit B, is hereby approved.

18. All votes to accept or reject the Plan must be cast by using
the appropriate Ballot or Master Ballot.

19. The voting instructions, substantially in the forms attached
to the Ballots and Master Ballots on Exhibit A and Exhibit B attached hereto,
are hereby approved.

20. The Solicitation Procedures are hereby approved; provided,
however that the Debtors and the Committee reserve the right to modify, amend or
supplement the Solicitation Procedures subject to Court approval.

21. The Confirmation Hearing Notice, substantially in the form
attached hereto as Exhibit C, is hereby approved.

22. The Non-Voting Notices, substantially in the form attached
hereto as Exhibit D, are hereby approved.

23. Within seven days after the entry of this Order, the Debtors
shall distribute the following solicitation materials (the "Solicitation
Package"): (a) the Disclosure Statement (including exhibits, one of which is the
Plan); (b) the appropriate Ballot(s), Master Ballots and voting instructions;
(c) the Confirmation Hearing Notice; (d) any supplemental solicitation materials
the Debtors or the Committee may file with the Court; (e) a pre-addressed return
envelope, if applicable, and (f) any other materials ordered by the Court to be
included as part of the Solicitation Package, to (i) all known Holders of Claims
against the Debtors as of the Voting Record Date who are entitled to vote on the
Plan; (ii) the Office of the United States Trustee; and (iii) the Securities and
Exchange Commission.

24. Holders of Claims who have more than one Claim shall receive
only one Solicitation Package and as many Ballots as their Claims entitle them
to vote.

25. Within seven business days after the entry of this Order, the
Debtors shall distribute the following materials: (a) the Confirmation Hearing
Notice; and (b) a Non-Voting Notice, to Holders of Claims against or Equity
Interests in the Debtors that are placed in a class under the Plan that is
deemed to accept or reject the Plan under section 1126 of the Bankruptcy Code.

26. As soon as practicable after entry of this Order, the Debtors
shall publish the Confirmation Hearing Notice once in the publications listed on
Exhibit E.

27. The following rules shall be used to determine the Claim
amount associated with a creditor's vote:

a. If the Debtors have not filed a written objection to
a Claim, the Claim amount for voting purposes shall
be the amount contained on a timely filed proof of
Claim or, if no timely proof of Claim was filed, the
non-contingent, liquidated and undisputed Claim
amount listed in the Debtors' schedules of
liabilities;

b. If the Debtors have filed an objection to a Claim and
such objection is still pending, such Claim Holder's
vote shall not be counted in accordance with Fed. R.
Bankr. P. 3018(a), unless its Claim is temporarily
allowed by the Court for voting purposes, after
notice and a hearing, pursuant to instruction (c)
below. The deadline for the Debtors to file and serve
written objections to Claims for purposes of this
instruction (b) shall be 4:00 p.m. Prevailing Eastern
Time on the date that is twenty (20) days prior to
the Confirmation Hearing;

c. If a creditor is not entitled to vote pursuant to
instruction (b) above and believes that it should be
entitled to vote on the Plan, then such creditor must
serve on the Debtors and file with the Court a motion
for an order pursuant to Fed. R. Bankr. P. 3018(a) (a
"Rule 3018(a) Motion") seeking temporary allowance
for voting purposes. Such Rule 3018(a) Motion, with
evidence in support thereof, must be filed and
received by the Debtors by 4:00 p.m. Prevailing
Eastern Time on the date that is ten (10) days prior
to the Confirmation Hearing. With regard to any
timely filed Rule 3018(a) Motions, the Debtors may
file a response no later than one (1) business day
before the commencement of the Confirmation Hearing.
The Debtors further request that the Court consider
timely filed Rule 3018(a) Motions, if any, at the
Confirmation Hearing; and

d. Ballots cast by creditors who timely file proofs of
Claim in unliquidated, contingent or unknown amounts
that are not the subject of a pending objection, will
be counted for satisfying the numerosity requirement
of section 1126(c) of the Bankruptcy Code and will be
counted in the amount of $1.00 for the purpose of
satisfying the dollar amount provisions of section
1126(c) of the Bankruptcy Code.

28. To ensure that its vote is counted, each Holder of a Claim
must:

a. complete a Ballot;

b. indicate whether it is voting to accept or reject the
Plan in the boxes provided in the respective Ballot;
and

c. sign and return the Ballot to the address set forth
on the envelope enclosed therewith on or prior to the
Voting Deadline, or in the case of a Beneficial
Holder whose securities are held in the name of a
Nominee, in sufficient time to permit the Nominee to
include its vote in the applicable Master Ballot and
return the Master Ballot to the Solicitation Agent on
or prior to the Voting Deadline.

29. The following general voting procedures and standard
assumptions shall be used to tabulate the votes cast with respect to the Plan:

a. Except to the extent determined by the Debtors and
the Committee, the Debtors will not accept or count
any Ballots or Master Ballots received after the
Voting Deadline;

b. Creditors shall not be allowed to split their vote
within a Claim; thus, each creditor that splits its
vote shall be deemed to have voted the full amount of
its Claim to accept the Plan;

c. The method of delivery of Ballots and Master Ballots
to the Solicitation Agent is at the election and risk
of each Holder, provided that, except as otherwise
provided in the Plan, such delivery will be deemed
made only when the original executed Ballot or Master
Ballot is actually received by the Solicitation
Agent;

d. The Solicitation Agent must receive an original
executed Ballot or Master Ballot; delivery of a
Ballot or Master Ballot by facsimile, email or any
other electronic means will not be accepted or
counted;

e. No Ballot or Master Ballot sent to (i) the Debtors,
(ii) any indenture trustee or agent, or (iii) the
Debtors' or the Committee's financial or legal
advisors shall be accepted or counted;

f. The Debtors and the Committee expressly reserve the
right to amend Plan terms at any time, and from time
to time (subject to compliance with section 1127 of
the Bankruptcy Code and the terms of the Plan
regarding modification). If the Debtors materially
change any Plan terms or waive a material condition,
the Debtors will disseminate additional solicitation
materials and will extend the solicitation period, in
each case, to the extent directed by the Court;

g. If multiple Ballots or Master Ballots are received
from, or on behalf of, an individual Holder for the
same Claim prior to the Voting Deadline, the last
Ballot or Master Ballot timely received will be
deemed to reflect the

voter's intent and to supersede and revoke any prior
Ballot or Master Ballot;

h. All Ballots executed by a Holder of Claims which do
not indicate an acceptance or rejection of the Plan
or which indicate both an acceptance and rejection of
the Plan shall not be counted;

i. Any trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative
capacity, who signs a Ballot or Master Ballot must
(i) indicate his or her capacity as such when signing
and, (ii) unless otherwise determined by the Debtors,
submit proper evidence of such authority to act on
behalf of a beneficial interest Holder in form and
content satisfactory to the Debtors and the
Committee;

j. The Debtors, in consultation with the Committee,
without notice, subject to contrary order of the
Court, may waive any defect in any Ballot or Master
Ballot at any time, either before or after the close
of voting, and without notice;

k. Any Holder of a Claim who has delivered a valid
Ballot may withdraw its vote solely in accordance
with Fed. R. Bankr. P. 3018(a);

l. The Debtors' and the Committee's interpretation of
the terms and conditions of the Plan pertaining to
solicitation procedures shall be final and binding on
all parties, unless otherwise directed by the Court;

m. The Debtors and the Committee reserve the absolute
right to reject any and all Ballots and Master
Ballots not proper in form, the acceptance of which
would, in the opinion of the Debtors or their
counsel, not be in accordance with the provisions of
the Bankruptcy Code; and

n. Neither the Debtors, the Committee, nor any other
person or entity will be under any duty to provide
notification of defects or irregularities with
respect to the Ballots or Master Ballots nor will any
of them incur any liabilities for failure to provide
such notification. Delivery of such Ballots or Master
Ballots will not be deemed to have been made until
such irregularities have been cured or waived.
Ballots and Master Ballots previously furnished (as
to which any irregularities have not theretofor been
cured or waived) will not be counted.

30. The following procedures, in addition to the aforementioned
procedures, apply to the Holders of Old Notes (collectively, the "Beneficial
Holder Claims") which under the Plan fall within Class 6-General Unsecured
Claims:

a. The Debtors shall distribute a Ballot to each record
Holder of the Beneficial Holder Claims as of the
Voting Record Date;

b. The Debtors shall also distribute a Master Ballot and
an appropriate number of copies of Solicitation
Packages (including Class 6 Ballots) to each bank or
brokerage firm (or the agent or other Nominee
therefor)

identified by the Solicitation Agent as an entity
through which beneficial owners hold their Beneficial
Holder Claims. Each Nominee will be requested to
immediately distribute the Solicitation Packages to
all Beneficial Holders for which it holds the
Beneficial Holder Claims;

c. Each Nominee must summarize the individual votes of
the Beneficial Holders on whose behalf it holds the
Old Notes Claims from their individual Ballots on a
Master Ballot and return such Master Ballot to the
Solicitation Agent;

d. Each Beneficial Holder of the Beneficial Holder
Claims holding as a record Holder in its own name,
shall vote on the Plan by completing and signing the
Ballot and returning it to the Solicitation Agent;

e. Each Beneficial Holder of the Beneficial Holder
Claims who holds in "street name" through a Nominee
shall vote on the Plan by promptly completing and
signing a Ballot and returning it to its Nominee in
sufficient time to allow the Nominee to process the
Ballot and return a Master Ballot to the Solicitation
Agent by the Voting Deadline;

f. Any Ballot returned to a Nominee by a Beneficial
Holder will not be counted for purposes of accepting
or rejecting the Plan unless and until such Nominee
properly completes and timely delivers to the
Solicitation Agent a Master Ballot that reflects the
vote of such Beneficial Holder;

g. If a Beneficial Holder holds its Beneficial Holder
Claims through more than one Nominee, such Beneficial
Holder must execute a separate Ballot for each block
of the Beneficial Holder Claims that it holds through
any one Nominee and return each such Ballot to the
Nominee that holds of record the applicable
Beneficial Holder Claims;

h. If a Beneficial Holder holds a portion of its
Beneficial Holder Claims through a Nominee and
another portion directly or in its own name as a
record Holder, such Beneficial Holder should follow
the procedures described herein with respect to
voting each such portion separately; and

i. Nominees which are participants with The Depository
Trust Company ("DTC"), shall not be permitted to cast
votes on behalf of their Beneficial Holders in excess
of their respective positions in the DTC as of the
Voting Record Date.

31. With respect to Solicitation Packages or Notices returned by
the United States Post Office as undeliverable, the Debtors are not required to
re-mail such Solicitation Packages or Notices, as the case may be, to entities
whose addresses differ from the addresses in the claims register or the Debtors'
records as of the Voting Record Date.

32. The Debtors are authorized, but not directed, to reimburse any
Nominee, and any of their agents, only for their reasonable, actual and
necessary out-of-pocket expenses incurred in

performing the tasks described above (subject to the Court retaining
jurisdiction to resolve any disputes over any request for reimbursement).

33. The Debtors are authorized and empowered to take all actions
and execute such other documents as may be necessary to implement the relief
granted herein.

34. This Court shall retain jurisdiction to hear and determine all
matters arising from the implementation of this Order.

Dated: _____________________, 2004

_____________________________
The Honorable Mary F. Walrath
United States Bankruptcy Judge

FLEMING COMPANIES, INC. ET AL.

DISCLOSURE STATEMENT

EXHIBIT 3

INTRODUCTION:
FINANCIAL INFORMATION AND PROJECTIONS

EXHIBIT 3

FINANCIAL INFORMATION AND PROJECTIONS
UNAUDITED
(All $$ in 000's Unless Otherwise Noted)

The financial projections ("Projections") contained herein reflect numerous
assumptions, including the confirmation and consummation of the plan of
reorganization ("Plan") for Fleming Companies, Inc. et al. as filed with the
Bankruptcy Court. The Projections should be viewed in conjunction with a review
of these assumptions including the qualifications and footnotes as set forth
herein. The Projections were prepared by management in good faith based upon
assumptions believed to be reasonable. While presented with numerical
specificity, the Projections are based upon a variety of estimates and
assumptions subject to significant business, economic, and competitive
uncertainties and contingencies, many of which are beyond the control of the
Debtors. Actual results may vary materially from those presented. The
Projections have not been prepared to comply with the guidelines established
with respect to Projections by the Securities and Exchange Commission or the
American Institute of Certified Public Accountants ("AICPA") and have not been
audited.

The Projections are based on the assumption that the Debtors will emerge from
Chapter 11 on April 30, 2004(1), with a new parent holding company, Core-Mark
Newco. Core-Mark Newco and the Reorganized Debtors (collectively referred to
herein as "Core-Mark Newco") will conduct operations centered around the
Debtors' former Fleming Convenience businesses. In addition, a Post-Confirmation
Trust ("PCT") will be formed to administer certain responsibilities under the
Plan, including but not limited to, the pursuit and collection of certain
litigation claims and the payment of certain claims. The Projections include (a)
the Fleming Companies Inc., et al. Pre-Reorganization Balance Sheet as projected
at April 30, 2004 (Exhibit 3A); (b) adjustments to the Pre-Reorganization
Balance Sheet to reflect projected payments and borrowings made as a result of
consummation of the Plan and adjustments pursuant to the principles of
"fresh-start accounting" as required by Statement of Position 90-7 ("SOP 90-7")
issued by the AICPA (Exhibit 3A); (c) opening balance sheets for Core-Mark Newco
and the PCT (Exhibit 3A); (d) post- consummation balance sheets, income
statements, and statements of cash flows for Core-Mark Newco (Exhibit 3B); and
(e) post-consummation balance sheets and cash receipts and disbursements
statements for the PCT (Exhibit 3C).

The Projections are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Factors that could cause
actual results to differ materially include, but are not limited to, Core-Mark
Newco's ability to operate their business consistent with their projections,
comply with the covenants of their financing agreement, attract and retain key
executives and customers, and respond to adverse regulatory actions taken by the
federal and state governments and the PCT's ability to prevail in various
litigation and other adversarial matters or realize the proceeds from the
collections of various amounts outstanding.

(1) If the Effective Date of the Plan is significantly delayed, additional
expenses, including professional fees, may be incurred and operating results may
be negatively impacted.

FLEMING COMPANIES, INC. ET AL.

DISCLOSURE STATEMENT

EXHIBIT 3A

PRO FORMA BALANCE SHEETS

FLEMING COMPANIES, INC. ET AL. - PRO FORMA BALANCE SHEETS
As of April 30, 2004
(Unaudited)

APR-04 APR-04
FLEMING CO. INC. ET AL. EMERGENCE & POST-CONFIRMATION
PRE-REORG "FRESH START" TRUST OPENING
(dollars in thousands) BALANCE SHEET (1) ADJUSTMENTS (2) BALANCE SHEET (8)
----------------------- --------------- -----------------

ASSETS:

Cash & equivalents $ 99,179 $ (79,179)(3) $ 5,000
Restricted cash 21,221 37,732 (3) 45,148
Trade accounts receivable & royalty, net 166,686 - 26,500
Other receivables 292,843 (156,275)(4) 85,000
Inventories, net 154,509 - -
Other current assets 21,125 - -
------------ ----------- --------------
TOTAL CURRENT ASSETS $ 755,564 $ (197,723) $ 161,648

Property plant & equipment, net 48,310 (48,310)(4) -
Reorganization value in excess of
amounts allocable to identifiable assets - - (4) -
Other assets 416,382 (416,382)(4) -
------------ ----------- -----------
TOTAL NON-CURRENT ASSETS 464,692 (464,692) -

------------ ----------- -----------
TOTAL ASSETS $ 1,220,256 $ (662,415) $ 161,648
============ =========== ===========

LIABILITIES & SHAREHOLDERS' EQUITY/(DEFICIT):
Accounts payable & accrued liabilities $ 301,342 $ (85,794)(5) $ 125,098
Cigarette & tobacco taxes payable 33,243 - -
Taxes payable & deferred taxes 16,385 (12,685)(4) -
Current portion of debt - - -
------------ ----------- -----------
TOTAL CURRENT LIABILITIES $ 350,970 $ (98,479) $ 125,098

Long-term debt - 47,347 (6) -
Other long-term liabilities 29,601 - -
------------ ----------- -----------
TOTAL LIABILITIES $ 380,571 $ (51,132) $ 125,098

TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,152,021 $(2,152,021)(7) $ -

Shareholders' equity/(deficit) (1,312,336) 1,540,738 36,550
------------ ----------- -----------
TOTAL LIABILITIES & EQUITY $ 1,220,256 $ (662,415) $ 161,648
============ =========== ===========

- - 0

APR-04 APR-04
CORE-MARK NEWCO CONSOLIDATED
OPENING REORGANIZED
(dollars in thousands) BALANCE SHEET (9) BALANCE SHEET
----------------- -------------

ASSETS:

Cash & equivalents $ 15,000 $ 20,000 -
Restricted cash 13,805 58,953 -
Trade accounts receivable & royalty, net 140,186 166,686 -
Other receivables 51,567 136,567 -
Inventories, net 154,509 154,509 -
Other current assets 21,125 21,125 -
---------- -------------
TOTAL CURRENT ASSETS $ 396,193 $ 557,841 -
-
Property plant & equipment, net - - -
Reorganization value in excess of
amounts allocable to identifiable assets - - -
Other assets - - -
---------- -------------
TOTAL NON-CURRENT ASSETS - - -
-
---------- -------------
TOTAL ASSETS $ 396,193 $ 557,841 -
========== =============
-
LIABILITIES & SHAREHOLDERS' EQUITY/(DEFICIT): -
Accounts payable & accrued liabilities $ 90,450 $ 215,548 -
Cigarette & tobacco taxes payable 33,243 33,243 -
Taxes payable & deferred taxes 3,700 3,700 -
Current portion of debt - - -
---------- -------------
TOTAL CURRENT LIABILITIES $ 127,393 $ 252,491 -
-
Long-term debt 47,347 47,347 -
Other long-term liabilities 29,601 29,601 -
---------- -------------
TOTAL LIABILITIES $ 204,341 $ 329,439 -
-
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ - $ - -
-
Shareholders' equity/(deficit) 191,852 228,402 (0)
---------- -------------
TOTAL LIABILITIES & EQUITY $ 396,193 $ 557,841 (0)
========== =============

(0) - (0)

Page 4

EXHIBIT 3A

NOTES TO PRO FORMA BALANCE SHEETS
UNAUDITED
(All $$ in millions unless otherwise noted)

The financial projections ("Projections") contained herein reflect numerous
assumptions, including the confirmation and consummation of the plan of
reorganization ("Plan") for Fleming Companies, Inc. et al. as filed with the
Bankruptcy Court. The Projections should be reviewed in conjunction with a
review of these assumptions including the qualifications and footnotes as set
forth herein. The Projections were prepared by management in good faith based
upon assumptions believed to be reasonable. While presented with numerical
specificity, the Projections are based upon a variety of estimates and
assumptions subject to significant business, economic, and competitive
uncertainties and contingencies, many of which are beyond the control of the
Debtors. Actual results may vary materially from those presented. The
Projections have not been prepared to comply with the guidelines established
with respect to Projections by the Securities and Exchange Commission or the
American Institute of Certified Public Accountants ("AICPA") and have not been
audited.

The Projections are based on the assumption that the Debtors will emerge from
Chapter 11 on April 30, 2004(1), with a new parent holding company, Core-Mark
Newco. Core-Mark Newco and the Reorganized Debtors (collectively referred to
herein as "Core-Mark Newco") will conduct operations centered around the
Debtors' former Fleming Convenience businesses. In addition, a Post-Confirmation
Trust ("PCT") will be formed to administer certain responsibilities under the
Plan, including but not limited to, the pursuit and collection of certain
litigation claims and the payment of certain claims with the proceeds of these
collections. Exhibit 3(A) includes (a) the Fleming Companies Inc., et al.
Pre-Reorganization Balance Sheet at April 30, 2004; (b) adjustments to the
Pre-Reorganization Balance Sheet to reflect projected payments and borrowings
made as a result of consummation of the Plan and adjustments pursuant to the
principles of "fresh-start accounting" as required by Statement of Position 90-7
("SOP 90-7") issued by the AICPA; and (c) opening balance sheets for Core-Mark
Newco and the Post-Confirmation Trust.

(1) If the Effective Date of the Plan is significantly delayed, additional
expenses, including professional fees, may be incurred and operating results may
be negatively impacted.

Page 5

1) The Pre-Reorganization Balance Sheet for Fleming Companies, Inc. et al. is
based upon the Debtors' projections of the results of operations of the
Debtors' estate through April 30, 2004, the assumed Effective Date of the
Plan. The Debtors have recently requested court approval to allow for the
repayment in full of the prepetition secured debt of the Senior Lenders and
the DIP loan. The Debtors have also requested authority to enter into a new
DIP lending facility. The new facility would be utilized to replace
letters-of-credit under the original DIP and pre-petition facilities and to
borrow as needed for operations. These projections assume the Court grants
the requested authority and such transactions are consummated in January
2004.

2) The pro forma balance sheet adjustments contained herein account for the
reorganization and related transactions pursuant to the Debtors' Plan using
the principles of "fresh-start" accounting as required by SOP 90-7 issued
by the AICPA. The fresh start adjustments are based on an estimated
Core-Mark Newco reorganization value of $300 million and a projected value
at confirmation of the Post-Confirmation Trust of $161.7 million. The
Unsecured Creditors' Committee does not agree with the reorganization value
estimate of $300 million for Core-Mark Newco. Under SOP 90-7,
reorganization value is allocated first to tangible assets, then to
identifiable intangible assets, and lastly to excess reorganization value.
In the case of both Core-Mark Newco and the PCT, the projected value of
tangible assets exceeds the estimated enterprise value and the difference
is booked as an extraordinary gain. Actual adjustments will be determined
at a later date and may be materially different from those presented
herein, based upon completion of asset appraisals and other factors.

Page 6

3) Reflects the net use of cash pursuant to the Plan ($ millions):

Cash sources:
Proceeds from Tranche B borrowings $ 47.3
Proceeds from senior debt borrowings
-
-------
Total cash sources $ 47.3

Cash uses:
Secured, administrative & non-tax priority $ 54.0
expense claims (a)
Exit financing fees 2.0
Funds restricted or escrowed (b) 69.5
Convenience Class claims (c) 1.0
-------
Total cash uses 126.5
-------
Net change in cash $ (79.2)
=======

(a) Estimate of secured, administrative & priority claims paid on the
Effective Date.

(b) The Debtors were required to segregate certain amounts pursuant to
Court order to preserve the potential setoff rights of parties to facility
standby agreements ("FSA") whose notes have been sold in connection with
the sale of the Wholesale Distribution Business to C&S Acquisition, LLC.
The Debtors are authorized to reduce the amount in the reserve upon
settlement of the note balance with the FSA counterparty. At the Effective
Date, the amount of the reserve is assumed to be $23.9 million, which is
not necessarily the amount that the Debtors believe is subject to setoff by
the FSA counterparties. Additionally, it is assumed that the Debtors
recorded restricted cash in the amount of $13.8 million for letters of
credit at the Effective Date and escrowed $31.8 in accrued and unpaid
professional fees on the Effective Date.

4) Reflects adjustments pursuant to SOP 90-7.

5) Reflects secured, administrative and non-tax priority claims paid on the
Effective Date ($54.0 million) and the escrow of unpaid professional fees
($31.8 million).

6) Reflects the proceeds of borrowings made under the Debtors' Tranche B Loan.

7) Liabilities subject to compromise eliminated at emergence pursuant to the
Plan.

8) Opening Balance Sheet for the PCT created pursuant to the Plan. See Exhibit
3C.

9) Opening Balance Sheet for Core-Mark Newco created pursuant to the Plan. See
Exhibit 3B.

Page 7

FLEMING COMPANIES, INC. ET AL.

DISCLOSURE STATEMENT

EXHIBIT 3B

CORE-MARK NEWCO FINANCIAL PROJECTIONS

CORE-MARK NEWCO
PROJECTED STATEMENTS OF OPERATIONS
(Unaudited)

PROJECTED
------------------------------------------
PROJECTED FOR THE 12 MONTHS ENDING DECEMBER 31,
8 MOS. ENDED ------------------------------------------
(dollars in thousands) 12/31/2004 2005 2006 2007
------------ ------------ ------------ ------------

Net Sales $ 2,873,126 $ 4,473,930 $ 4,823,085 $ 5,205,943
Cost of Sales 2,704,345 4,205,569 4,534,473 4,894,124
------------ ------------ ------------ ------------
GROSS PROFIT 168,780 268,361 288,612 311,819

Selling, general & administrative expenses 140,479 217,035 226,045 236,408
Restructuring expenses - - -
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 140,479 217,035 226,045 236,408

Operating income/(loss) 28,301 51,326 62,567 75,411
Preference recoveries - - -
Interest Expense 4,267 4,198 4,111 4,023
------------ ------------ ------------ ------------
INCOME/(LOSS) BEFORE INCOME TAXES 24,035 47,127 58,457 71,388

Provision/(benefit) from income taxes 9,614 18,851 23,383 28,555
------------ ------------ ------------ ------------
NET INCOME/(LOSS) $ 14,421 $ 28,276 $ 35,074 $ 42,833
============ ============ ============ ============

Page 9

CORE-MARK NEWCO
PROJECTED BALANCE SHEETS
(Unaudited)

PROJECTED
-------------------------------------------------
PROJECTED DECEMBER 31,
APRIL 30, -------------------------------------------------
(dollars in thousands) 2004 2004 2005 2006 2007
---------- ---------- ---------- ---------- ----------

ASSETS:
Cash & equivalents $ 15,000 $ 25,487 $ 20,473 $ 24,293 $ 37,867
Restricted cash 13,805 - - - -
Trade accounts receivable 140,186 138,979 152,793 163,437 174,758
Other receivables 51,567 54,963 54,963 54,963 54,963
Inventories, net 154,509 149,876 156,712 169,021 182,489
Other current assets 21,125 23,145 23,145 23,145 23,145
---------- ---------- ---------- ---------- ----------
TOTAL CURRENT ASSETS 396,193 392,450 408,087 434,859 473,223

Property plant & equipment, net - 6,102 14,150 21,004 26,639
Reorganization value in excess of amounts
allocable to identifiable assets - - - - -
Other assets - 615 2,352 2,850 2,850
---------- ---------- ---------- ---------- ----------
TOTAL NON-CURRENT ASSETS - 6,716 16,502 23,854 29,489

---------- ---------- ---------- ---------- ----------
TOTAL ASSETS $ 396,193 $ 399,166 $ 424,589 $ 458,713 $ 502,712
========== ========== ========== ========== ==========

LIABILITIES & SHAREHOLDERS' EQUITY/(DEFICIT):
Short-term debt $ - $ - $ - $ - $ -
Accounts payable & accrued liabilities 90,450 117,768 123,796 127,460 131,454
Cigarette & tobacco taxes payable 33,243 42,515 47,241 50,027 53,060
Taxes payable & deferred taxes 3,700 3,700 - - -
Other current liabilities - - - - -
---------- ---------- ---------- ---------- ----------
TOTAL CURRENT LIABILITIES 127,393 163,983 171,036 177,486 184,514

Long-term debt - Tranche B 47,347 - - - -
Other long-term liabilities 29,601 28,911 19,004 11,604 5,742
---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES 204,341 192,894 190,040 189,090 190,256

Shareholders' equity/(deficit) 191,852 206,272 234,549 269,623 312,456
---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES & EQUITY $ 396,193 $ 399,166 $ 424,589 $ 458,713 $ 502,712
========== ========== ========== ========== ==========

Page 10

CORE-MARK NEWCO
PROJECTED STATEMENTS OF CASH FLOW
(Unaudited)

PROJECTED
PROJECTED FOR THE 12 MONTHS ENDING DECEMBER 31,
8 MOS. ENDED ------------------------------------------------------
(dollars in thousands) 12/31/2004 2005 2006 2007
------------ --------------- ------------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 14,421 $ 28,276 $ 35,074 $ 42,833
Depreciation, amortization & other non-cash items 392 1,618 3,014 4,438
Changes in working capital accounts 35,710 (25,242) (24,400) (23,624)
---------- --------------- ------------ --------
CASH FLOWS FROM OPERATING ACTIVITIES 50,523 4,653 13,688 23,647

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (6,494) (9,667) (9,867) (10,073)
---------- --------------- ------------ --------
CASH FLOWS FROM INVESTING ACTIVITIES (6,494) (9,667) (9,867) (10,073)

CASH FLOWS FROM FINANCING ACTIVITIES
Other current liabilities - - - -
Long-term debt - Tranche B (47,347) - - -
---------- --------------- ------------ --------
CASH FLOWS FROM FINANCING ACTIVITIES (47,347) - - -

BEGINNING CASH & CASH EQUIVALENTS BALANCE 28,805 25,487 20,473 24,293
Net increase/(decrease) in cash (3,318) (5,014) 3,821 13,574
---------- --------------- ------------ --------
ENDING CASH & CASH EQUIVALENTS BALANCE $ 25,487 $ 20,473 $ 24,293 $ 37,867
========== =============== ============ ========

Page 11

EXHIBIT 3B

NOTES TO FINANCIAL PROJECTIONS FOR CORE-MARK NEWCO
UNAUDITED
(All $$ in 000's Unless Otherwise Noted)

GENERAL ASSUMPTIONS

The financial projections ("Projections") contained herein reflect numerous
assumptions, including the confirmation and consummation of the plan of
reorganization ("Plan") for Fleming Companies, Inc. et al. as filed with the
Bankruptcy Court. The Projections should be reviewed in conjunction with a
review of these assumptions including the qualifications and footnotes as set
forth below. The Projections were prepared by management in good faith based
upon assumptions believed to be reasonable. While presented with numerical
specificity, the Projections are based upon a variety of estimates and
assumptions subject to significant business, economic, and competitive
uncertainties and contingencies, many of which are beyond the control of the
Debtors. Actual results may vary materially from those presented. The
Projections have not been prepared to comply with the guidelines established
with respect to Projections by the Securities and Exchange Commission or the
American Institute of Certified Public Accountants ("AICPA") and are not
audited.

The projections are aggregated from the projected opening balance sheet for
Core-Mark Newco as of April 30, 2004 (see Exhibit 3A) and operating forecasts
for Core-Mark Newco along with expenses and liabilities that exist as a result
of the Plan. The Projections assume a generally stable economic environment with
low inflation, consistent with prevailing analyst forecasts. Interest rate
projections assume a stable LIBOR rate relative to today's rates.

(1) If the Effective Date of the Plan is significantly delayed, additional
expenses, including professional fees, may be incurred and operating
results may be negatively impacted.

Page 12

PROJECTED STATEMENT OF OPERATIONS

REVENUES: Core-Mark Newco revenues are projected to decline by 13% in
fiscal year 2004 and increase by 7% in FY 2005, 8% in FY 2006 and 8% in
FY 2007. These growth rates assume that the Company is able to expand
its sales to existing customers. The projections do not reflect
extraordinary cigarette price increases or the addition of
super-regional or national customers.

COST OF GOODS SOLD: Cost of goods sold is projected to be flat at 94%.
Cost of goods sold is reduced by cigarette manufacturer incentive
allowances and non-cigarette merchandise income.

OPERATING EXPENSES: Operating expenses are projected to improve from
4.9% of sales for the 8 months ending 12/31/04 and FY 2005, to 4.7% in
FY 2006 and 4.5% in FY 2007.

INTEREST EXPENSE: Interest rates are based off of various spreads above
LIBOR based on the type of borrowing outstanding. LIBOR is assumed to
remain constant throughout the projection period.

INCOME TAXES: The Projections assume that income is taxed at an
effective rate of 40%.

PROJECTED BALANCE SHEET AND STATEMENT OF CASH FLOW

ACCOUNTS RECEIVABLE AND INVENTORY: Both accounts receivable and
inventory are projected to remain stable in terms of days sales
outstanding and days of inventory on hand. Accounts receivable and
inventory will, however, increase as the sales are projected to grow,
creating a use of working capital.

FIXED ASSETS: Due to SOP 90-7, Core-Mark Newco is projecting that it
will emerge from Chapter 11 without a book value for its fixed assets.
Accordingly, the projections reflect the capital expenditures
anticipated from May 1, 2004 forward net of the applicable
depreciation.

Page 13

SHORT-TERM DEBT: The projections assume that, on the Effective Date,
$131.4 million in letters of credit will be outstanding. Of these,
$117.5 million will be issued under the Exit Financing Facility and
$13.8 million will be supported by cash collateral. It is anticipated
that $21.1 million will be drawn during July for cigarette and tobacco
taxes incurred prepetition, out of a total of $42.7 million in
letters-of-credit outstanding against these particular obligations. The
projections reflect the liabilities associated with these drawn letters
of credit in accrued liabilities. As the letters of credit are drawn,
restricted cash is reduced by $13.8 million, borrowings under the Exit
Financing Facility are increased by $7.0 million and the related
liabilities are relieved by $20.8 million. The remaining
over-collateralization of $21.6 million provides liquidity in the form
of a reduction in the reserves for letters-of-credit netted against
borrowing base availability from the Exit Financing Facility.

ACCOUNTS PAYABLE AND CIGARETTE & TOBACCO TAXES PAYABLE: Both of these
accounts are projected to show an increased benefit to Core-Mark Newco
in terms of working capital due to a return to terms and the increased
purchases associated with an increase in sales.

TAXES PAYABLE AND DEFERRED TAXES: The amount reflected in this account
is the amount that Core-Mark Newco believes it may owe as taxes in
Canada related to cancellation of debt income. Income taxes due each
year are assumed to be paid in the same period.

Page 14

EXIT FINANCING FACILITY: The projections assume an Exit Financing Facility
commitment extended to Core-Mark Newco of $250 million with the first $10
million of borrowings in a Term B loan and the remaining borrowings in a working
capital revolver. The projections allow for Core-Mark Newco to borrow up to an
available amount calculated under a borrowing base formula as follows:

A/R advance rates of 85%
Blended inventory advance rates of 70%
A/R ineligibles of 27%
Gross inventory ineligibles of 11%
Reserves totaling $25.7 million

Interest rates for the Exit Financing Facility are assumed to be:

Revolver - LIBOR plus 2.75%
Term B Loan - LIBOR plus 4.00%
Letters of Credit - 2.75%
Unused Commitment - 0.50%
LIBOR - 1.16%

It is assumed that the balance outstanding is retired as cash in excess of
minimum working capital becomes available.

LONG-TERM DEBT - TRANCHE B LOAN: The projections assume an initial borrowing of
$47.3 million for working capital needs and to fund payments made on the
Effective Date. The projections assume a cash interest rate of LIBOR plus 9.0%
and a PIK interest of 3.0%. The cash interest is assumed to be paid in the month
accrued.

At the end of each calendar quarter, the projections calculate Core-Mark Newco's
excess liquidity as defined in the Tranche B Loan Agreement. The Tranche B Loan
is first paid down with any excess cash and then by borrowings against the Exit
Financing Facility.

OTHER LONG-TERM LIABILITIES: This account is comprised of workers' compensation
and pension liabilities.

Page 15

SHAREHOLDERS' EQUITY: Core-Mark Newco will emerge from Chapter 11 with a balance
in this account due to the valuation of the company and the resulting accounting
treatments of SOP 90-7.

CAPITAL EXPENDITURES: Core-Mark Newco is projecting that capital expenditures
will remain around $10 million per year for the projection period shown.

Page 16

FLEMING COMPANIES, INC. ET AL.

DISCLOSURE STATEMENT

EXHIBIT 3C

POST-CONFIRMATION TRUST FINANCIAL PROJECTIONS

POST-CONFIRMATION TRUST
PROJECTED STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
(Unaudited)

PROJECTED
-----------------------------
PROJECTED 12 MONTHS ENDING DECEMBER 31,
8 MOS. ENDED -----------------------------
(dollars in thousands) 12/31/2004 2005 2006 TOTAL
------------ --------- --------- ---------

CASH RECEIPTS
Trade accounts receivable collections $ 11,500 $ 12,000 $ - $ 23,500
Royalty payment collections 600 800 1,600 3,000
Litigation claims recovery 25,500 42,500 17,000 85,000
Release of restricted cash 17,000 - 15,927 32,927
--------- --------- --------- ---------
TOTAL CASH COLLECTIONS 54,600 55,300 34,527 144,427

DISBURSEMENTS FOR TRUST EXPENSES
Employee & payroll (599) - - (599)
Lease & recurring (372) - - (372)
Professional fees (7,250) (3,000) (1,000) (11,250)
Other operating expenses (1,536) (1,140) (600) (3,276)
--------- --------- --------- ---------
TOTAL TRUST EXPENSES (9,757) (4,140) (1,600) (15,497)

--------- --------- --------- ---------
EXCESS OF CASH COLLECTIONS OVER DISBURS. FOR TRUST EXPENSES 44,843 51,160 32,927 128,930
--------- --------- --------- ---------

CLAIMS DISBURSEMENTS
General accounts payable (3,000) - - (3,000)
Health & welfare benefits (5,000) - - (5,000)
Priority tax payments (3,000) (3,750) (3,600) (10,350)
PACA payments (9,000) - - (9,000)
DSD Trust payments - - - -
Approved Trade Creditor Reclamation Lien (Class 3(B)) payments (13,900) - - (13,900)
Valid Reclamation Claims that are not Class 3(B) (Class 5) payments - - - -
FSA settlements (8,000) - - (8,000)
--------- --------- --------- ---------
CASH COLLECTIONS OVER TOTAL DISBURSEMENTS $ 2,943 $ 47,410 $ 29,327 $ 79,680
========= ========= ========= =========

RESTRICTED CASH RELEASES
Beginning restricted cash $ 45,148 $ 28,148 $ 28,148 $ 45,148
PACA payments (9,000) - - (9,000)
FSA settlements (8,000) - - (8,000)
Release of remaining FSA reserve - - (15,927) (15,927)
--------- --------- --------- ---------
Ending Restricted cash $ 28,148 $ 28,148 $ 12,221 $ 12,221
========= ========= ========= =========

Page 18

POST-CONFIRMATION TRUST
PROJECTED BALANCE SHEETS
(Unaudited)

PROJECTED
---------------------------------------
PROJECTED DECEMBER 31,
APRIL 30, ---------------------------------------
2004 2004 2005 2006
(dollars in thousands) --------- --------- --------- ---------

ASSETS:
Cash & equivalents $ 5,000 $ 7,943 $ 55,353 $ 84,680
Restricted cash 45,148 28,148 28,148 12,221
Trade accounts receivable & royalty, net 26,500 14,400 1,600 -
Other receivables 85,000 59,500 17,000 -
--------- --------- --------- ---------
Total current assets 161,648 109,991 102,101 96,901

--------- --------- --------- ---------
TOTAL ASSETS $ 161,648 $ 109,991 $ 102,101 $ 96,901
========= ========= ========= =========

LIABILITIES & BENEFICIAL HOLDERS' EQUITY/(DEFICIT):
Accounts payable & accrued liabilities:
General accounts payable claims $ 3,000 $ - $ - $ -
Health & welfare benefits claims 5,000 - - -
Priority tax claims 20,250 17,250 13,500 9,900
PACA claims 9,000 - - -
DSD Trust claims 12,221 12,221 12,221 12,221
Approved Trade Creditor Reclamation Lien Claims (Class 3(B)) 13,900 - - -
Valid Reclamation Claims that are not Class 3(B) Claims (Class 5) 37,800 37,800 37,800 37,800
FSA reserve 23,927 15,927 15,927 -
--------- --------- --------- ---------
Total current liabilities 125,098 83,198 79,448 59,921

Beneficial holders' equity/(deficit) 36,550 26,793 22,653 36,980
--------- --------- --------- ---------
TOTAL LIABILITIES & EQUITY $ 161,648 $ 109,991 $ 102,101 $ 96,901
========= ========= ========= =========

Page 19

EXHIBIT 3C

NOTES TO FINANCIAL PROJECTIONS FOR THE POST-CONFIRMATION TRUST
UNAUDITED
(All $$ in 000's Unless Otherwise Noted)

GENERAL ASSUMPTIONS

The financial projections ("Projections") contained herein reflect numerous
assumptions, including the confirmation and consummation of the plan of
reorganization ("Plan") for Fleming Companies, Inc. et al. as filed with the
Bankruptcy Court. The Projections should be reviewed in conjunction with a
review of these assumptions including the qualifications and footnotes as set
forth herein. The Projections were prepared by management in good faith based
upon assumptions believed to be reasonable. While presented with numerical
specificity, the Projections are based upon a variety of estimates and
assumptions subject to significant business, economic, and competitive
uncertainties and contingencies, many of which are beyond the control of the
Debtors. Actual results may vary materially from those presented. The
Projections have not been prepared to comply with the guidelines established
with respect to Projections by the Securities and Exchange Commission or the
American Institute of Certified Public Accountants ("AICPA") and have not been
audited.

The Projections are based on the assumption that the Debtors will emerge from
Chapter 11 on April 30, 2004(1) with a new parent holding company, Core-Mark
Newco. Core-Mark Newco and the Reorganized Debtors (collectively referred to
herein as "Core-Mark Newco") will conduct operations centered around the
Debtors' former Fleming Convenience businesses. In addition, a Post-Confirmation
Trust ("PCT") will be formed to administer certain responsibilities under the
Plan, including but not limited to, the pursuit and collection of certain
litigation claims and the payment of certain claims with the proceeds of these
collections.

The Projections presented for the PCT are aggregated from the projected opening
balance for the PCT (see Exhibit 3A) and the cash receipts and disbursements for
the period between May 1, 2004 and December 31, 2006. Through December 31, 2004,
the Projections assume that the PCT will employ a small staff and utilize
existing facilities to manage and assist in the collection of trade and vendor
accounts receivable. Beginning January 1, 2005 through December 31, 2006,
management of the PCT will be outsourced and as such most of the related costs
will be professional fee-related. It is anticipated that the activities of the
trust will be completed and the trust dissolved by December 31, 2006.

The projections include cash receipts and disbursements forecasts and projected
balance sheets that have been prepared on a cash basis and do not conform to the
United States Generally Accepted Accounting Principles ("GAAP").

(1) If the Effective Date of the Plan is significantly delayed, additional
expenses, including professional fees, may be incurred and operating results
may be negatively impacted.

Page 20

PROJECTED STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS

CASH RECEIPTS:

TRADE ACCOUNTS RECEIVABLE COLLECTIONS: Cash collections from
outstanding customer accounts receivable totaling $23.5 million are
projected to be $11.5 million for the 8 months ending December 2004 and
$1.0 million per month for 2005. Collections have been forecast based
on the accounts receivable currently outstanding and estimating what
will likely be collected through settlements, arbitration and
litigation efforts.

ROYALTY PAYMENTS: The Projections assume that royalty payments related
to the sale of the Fleming Wholesale operations totaling $3.0 million
will be collected quarterly through December 2005 with a final
settlement pre-payment in 2006. All other royalty payments related to
the sale were settled and collected pre-confirmation.

LITIGATION CLAIMS: Cash collections from vendor-related receivables,
primarily for uncollected promotional allowances (e.g. ad rebates,
discounts, price reductions), unreimbursed funds related to military
receivables and funds wired in advance for inventory for which invoices
were not processed and inventory not shipped are projected to total
$35.0 million. Collections are estimated to be $10.5 million for May
2004-December 2004, $17.5 million for 2005 and $7.0 million for 2006.

Collections from vendor-related avoidance actions are projected to
total $50.0 million. These collections are estimated to be $15.0
million for May 2004-December 2004, $25.0 million for 2005 and $10.0
million for 2006.

The Debtors have not quantified the estimated proceeds recoverable from
other litigation claims and therefore, no estimation of the amount or
timing of these receipts is included.

RELEASE OF RESTRICTED CASH: It is assumed that, during the life of the
PCT, releases of restricted cash in the amount of $32.9 million are
made to satisfy PACA Claims in the amount of $9.0 million and release
the FSA reserves. Of the FSA reserves released, $8.0 million is paid to
settle claims and $15.9 million is released to the PCT.

OTHER: No provision has been included in the Projections for the
collection of escrows established pursuant to the sale to Roundy's of
certain of the Debtors' retail operations and the sale to C&S of the
Debtors' wholesale grocery distribution operations.

Page 21

DISBURSEMENTS FOR TRUST EXPENSES:

EMPLOYEE & PAYROLL: It is assumed that the PCT incurs salary and
benefits costs only through December 2004. The PCT employees will
pursue collection of trade accounts receivables, litigation claims, and
escrow releases. For 2005 and 2006, the Projections assume that these
activities are outsourced and the costs are included in the expenses
for Professional fees.

LEASE & RECURRING: The Projections include the assumption that one
existing facility is leased through December 2004 for approximately
$46,000 per month. After 2004, all management and collection activities
are assumed to be outsourced and the costs are included in the expenses
for Professional fees.

OTHER OPERATING EXPENSES: The amounts projected for other operating
expenses for the 8 months ending December 2004 include document
storage, supplies, repairs and maintenance, postage, equipment rental,
and other operating items. For the 2005 and 2006, Other operating
expenses primarily include document storage and other miscellaneous
expenses.

PROFESSIONAL FEES: The Professional fees forecast relate to the
management and administration of the trust in addition to specific
activities related to the pursuit of settlements, arbitrations and
litigation claims.

DISBURSEMENTS FOR CLAIMS NOT PAID ON THE EFFECTIVE DATE:

GENERAL ACCOUNTS PAYABLE: It is assumed that accounts payable totaling
$3.0 million are outstanding as of the Effective Date and are paid in
the ordinary course during May 2004 through August 2004.

HEALTH & WELFARE BENEFITS: It is assumed that post-petition health and
welfare benefits totaling $5.0 million are outstanding as of the
Effective Date and are paid in the ordinary course during May 2004
through Aug 2004.

PRIORITY TAX PAYMENTS: The priority tax liability as of the Effective
Date is estimated to be $18.0 million and assumed to be paid annually
over six years with interest at an assumed annual rate of 5%.

PACA/PASA CLAIMS: The Debtors were previously required to escrow
certain amounts pursuant to Court order for the benefit of PACA/PASA
claimants. At the Effective Date, the amount of the escrow is assumed
to be $9.0 million, which is assumed to be paid during 2004.

Page 22

DSD TRUST CLAIMS: The Debtors were required to segregate certain
amounts pursuant to Court order to preserve the potential claims of
certain vendors that arose from the direct shipment of goods to
retailers ("DSD"). The claims of the DSD vendors are the subject of
litigation before the Court. In the event that the Debtors are
successful in the litigation, the DSD claims will be no more than
general unsecured claims and these funds will be available to pay other
claims against the Debtors. At the Effective Date and through the dates
of operations of the PCT, the amount of the segregated funds is assumed
to be $12.2 million.

APPROVED TRADE CREDITOR RECLAMATION LIEN CLAIMS (CLASS 3(B)): As per
the November 21, 2003 Reclamation Claims Summary report filed with the
Court by the Debtors, the amounts presented are net of setoff of
prepetition deductions. The Plan provides that, on the Effective Date,
or as soon as practicable thereafter, Core-Mark Newco or the PCT, as
applicable, shall issue a promissory note in favor of the Holders of
Allowed Approved Trade Creditor Reclamation Lien Claims in the
estimated aggregate amount of such Allowed Claims and grant a first
priority lien to such Holders on the proceeds of the PCT Distributable
Assets, entitling each Holder of a Trade Creditor Reclamation Lien
Claim to its ratable proportion of such assets.

VALID RECLAMATION CLAIMS THAT ARE NOT CLASS 3(B) CLAIMS (CLASS 5): As
per the November 21, 2003 Reclamation Claims Summary report filed with
the Court by the Debtors, the amounts presented are net of setoff of
prepetition deductions. If the Court decides that the Holders of Valid
Reclamation Claims that are not Class 3(B) Claims are entitled to
priority treatment, on the Effective Date, or as soon as practicable
thereafter, Core-Mark Newco or the PCT, as applicable, shall issue a
promissory note in favor of such Holders in the estimated aggregate
amount of such Allowed Claims and grant a second priority lien on the
PCT Distributable Assets, entitling each Holder to its Ratable
Proportion of such assets after all Class 3(B) Claims are paid in fill.
In the event the Court denies the Holders of Valid Reclamation Claims
that are not Class 3(B) Claims priority treatment, the such Reclamation
Claims shall be treated as Class 6 Claims.

FSA SETTLEMENTS: The Debtors were required to segregate certain amounts
pursuant to Court order to preserve the potential setoff rights of
parties to facility standby agreements ("FSA") whose notes have been
sold in connection with the sale of the Wholesale Distribution Business
to C&S Acquisition, LLC. The Debtors are authorized to reduce the
amount in the reserve upon settlement of the note balance with the FSA
counterparty. The Debtors estimate that settlements will not exceed
$8.0 million.

Page 23

PROJECTED BALANCE SHEETS

The balance sheets included in these projections are based on the
opening balance sheet at April 30, 2004 (See Exhibit 3A) and reflect
the cash receipts and disbursements projections discussed herein.

OTHER

TAX STATUS OF PCT: The PCT is currently anticipated to exist as a
grantor trust for the benefit of certain creditors. Subject to
definitive guidance from the IRS or a court of competent jurisdiction
to the contrary (including the receipt of an adverse determination by
the IRS upon audit if not contested by the Post Confirmation Trustee),
pursuant to Treasury Regulation Section 1.671-1(a) and/or Treasury
Regulation Section 301.7701-4(d) and related regulations, the Post
Confirmation Trustee may designate and file returns for the Post
Confirmation Trust as a "grantor trust" and/or "liquidating trust" and
therefore, for federal income tax purposes, the Post Confirmation
Trust's taxable income (or loss) should be allocated pro rata to its
beneficiaries. The tax consequences of the right to receive and of the
receipt (if any) of property from the Post Confirmation Trust are
uncertain, and may depend, among other things, on the timing of the
distribution and the nature of the property received. It is possible
that the receipt of property from the Post Confirmation Trust would be
a taxable event to the Holders of Claims at the time the property is
received; however, it is also possible that the IRS could seek to treat
the right to receive property from the Post Confirmation Trust as
property received on the Effective Date, and tax it in the same manner
as cash or other property received on the Effective Date.
Alternatively, the Holders of Claims could be treated as exchanging the
right to receive property from the Post Confirmation Trust for a
portion of their Claims. Finally, a portion of any amount of property
received from the Post Confirmation Trust may be treated in respect of
accrued but unpaid interest to the Holders of Claims. In light of these
substantial uncertainties, Holders of Claims are urged to consult their
tax advisors regarding the tax consequences of the right to receive and
of the receipt (if any) of property from the Post Confirmation Trust.

Page 24

FLEMING COMPANIES, INC. ET AL.

DISCLOSURE STATEMENT

EXHIBIT 4

BEST INTERESTS ANALYSIS

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
INTRODUCTION

A Chapter 11 plan cannot be confirmed unless it is in the "best interests" of
all holders of claims and interests that are impaired by the plan and that have
not accepted the plan. The "best interests" test is satisfied if a plan provides
to each member who has not accepted the plan a recovery of property of a value
as of the effective date of the plan, that is not less than the amount that such
holder would recover if the debtor were liquidated under Chapter 7 of the
Bankruptcy Code.

The following document is the Best Interests Analysis (the "Analysis") of
Fleming Companies, Inc. and its 28 subsidiaries (collectively "Fleming", the
"Company" or the "Debtors"). The Analysis assumes the Debtors' estates are
substantively consolidated. Although the Analysis was prepared after the
deadline for filing claims against the estates of the Debtors, those claims have
not been fully evaluated by the Company or adjudicated by the Court and,
accordingly, the amount of the final allowed claims against the estates may
differ from the claim amounts used in this Analysis. Finally, the Analysis is
based on the Company's projected balance sheet as of April 30, 2004, (except as
indicated) and the actual amount of assets available to the estates as of the
date of liquidation may differ from the amount of assets used in this Analysis.

Management of the Company, with the assistance of AP Services, LLC, prepared the
Analysis. The Analysis presents management's estimated net value of the
Company's assets, if the Debtors were liquidated under the provisions of chapter
7 of the Bankruptcy Code and the net proceeds of the liquidation were applied in
strict priority to satisfy claims against the Debtors.

The purpose of the Analysis is to provide information in order that the
Bankruptcy Court may determine that the Plan is in the best interests of all
classes of creditors and equity interest holders impaired by the Plan. The
Analysis was prepared to assist the Bankruptcy Court in making this
determination and it should not be used for any other purpose.

Conversion of these cases to Chapter 7 would likely result in additional costs
to the Debtor's estates. Costs of liquidation under Chapter 7 of the Bankruptcy
Code would include the compensation of a trustee, as well as of counsel and
other professionals retained by the trustee, asset dispositions expenses, all
unpaid expenses incurred by the Debtors in their bankruptcy cases (such as
compensation of attorneys, financial advisors, and restructuring consultants)
that are allowed in the Chapter 7 case, litigation costs, and claims arising
from the operations of the Debtors during the pendency of the bankruptcy cases.

The Analysis is limited to presenting information that is the representation of
management and does not include an evaluation of the support for the underlying
assumptions. The Analysis has not been examined or reviewed by independent
accountants in accordance with standards promulgated by the American Institute
of Certified Public Accountants. The estimates and assumptions, although
considered reasonable by management, are inherently subject to significant
uncertainties and contingencies beyond the control of management. Accordingly,
there can be no assurance that the results shown would be realized if the
Company were liquidated and actual results in such case could vary materially
from those presented.

For purposes of this Analysis, management assumes a liquidation would take place
as part of an orderly liquidation sale. The underlying assumption to such a
scenario is that the sale would not exceed eight weeks from the commencement of
the sale. Recoveries unless explicitly stated elsewhere are net of necessary
liquidation expenses.

If actual results were lower than those shown, or if the assumptions used in
formulating the Analysis were not realized, distribution to each member of each
class of claims could be adversely affected.

Page 2

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ in 000s)

I. CALCULATION OF NET ESTIMATED PROCEEDS AVAILABLE FOR ALLOCATION

Projected Estimated
Balances @ Recovery Rate Estimated Recovery
4/30/2004 Range on Collateral
---------- ------------- -------------------- See
Low High Low High Note
--- ---- -------- --------- ----

A. STATEMENT OF ASSETS
Cash and Equivalents $ 120,400 100% 100% $120,400 $ 120,400
Accounts Receivable 166,686 42% 62% 69,324 102,662 1
Inventories 154,509 63% 72% 97,604 111,503 2
Other Current Assets 313,967 12% 22% 37,735 68,103 3
Net PP&E 48,310 6% 12% 2,842 5,728 4
Other Non-Current Assets 416,382 0% 0% - - 5
---------- --- --- -------- ---------
Total Assets 1,220,254 27% 33% 327,905 408,395

B. RECOVERIES FROM EXERCISE OF AVOIDING POWERS 15,000 35,000 6
-------- ---------
C. GROSS PROCEEDS 342,905 443,395

D. CREDITOR RECOVERY EXPENSES
Corporate Expenses (7,920) (6,600) 7
Employee Retention and Severance (863) (863) 7
Chapter 7 Trustee Fees (3% of Gross Proceeds) (10,287) (13,302)
Other Professional Fees ($1MM per month for 12 months) (12,000) (12,000)
-------- ---------
(31,070) (32,765)
E. ALLOWANCE FOR RESERVE CLAIMS
PACA (14,000) (9,000)
DSD (a) (23,000) (13,000)
FSA Reserve (b) (24,000) (8,000)

NET ESTIMATED PROCEEDS AVAILABLE FOR ALLOCATION $250,835 $ 380,630
======== =========

(a) The Debtors were required to segregate certain amounts pursuant to Court
order to preserve the potential claims of certain vendors that arose from the
direct shipment of goods to retailers ("DSD"). The claims of the DSD vendors are
the subject of litigation before the Court. The Debtors believe that these
claims are no more than general unsecured claims against the Debtors' estates.
In the event that the Debtors are successful in the litigation, the DSD claims
will be no more than general unsecured claims and the funds that have been
escrowed will be available to pay other claims against the Debtors.

(b) The Debtors were required to segregate certain amounts pursuant to Court
order to preserve the potential setoff rights of parties to facility standby
agreements ("FSA") whose notes have been sold in connection with the sale of the
Wholesale Distribution Business to C&S Acquisition, LLC. The Debtors are
authorized to reduce the amount in the reserve upon settlement of the note
balance with the FSA counterparty. This range of numbers represents the amounts
that may be held in the FSA reserve on the Effective Date, and not necessarily
the amount that the Debtors believe is subject to setoff by the FSA
counterparties.

Page 3

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ in 000s)

II. ALLOCATION OF NET ESTIMATED PROCEEDS TO SECURED CLAIMS

Estimated Recovery
Principal on Secured Claims
and Accrued ---------------------
Interest Low High
----------- ---------- ---------

NET ESTIMATED PROCEEDS AVAILABLE FOR ALLOCATION TO SECURED CLAIMS $ 250,835 $ 380,630

SECURED CLAIMS:

Pre-Petition Letters of Credit (a) 104,500 104,500 104,500
Post-Petition Letters of Credit (a) 26,900 26,900 26,900
Other Secured Claims 1,000 1,000 1,000
---------- ---------

TOTAL SECURED CLAIMS $ 132,400 $ 132,400

---------- ---------
NET ESTIMATED PROCEEDS AFTER SECURED CLAIMS $ 118,435 $ 248,230
========== =========

Secured Reclamation Claims of Junior Lien Trade Vendors 15,000 10,000
Secured Post-Petition Accounts Payable of Junior Lien Trade Vendors 18,000 10,000
---------- ---------

NET ESTIMATED PROCEEDS AFTER JUNIOR LIENS $ 85,435 $ 228,230
========== =========

(a) Assumes that Letters of Credit are cash collateralized with no recovery of
value.

(b) These Trade Vendor Claims and Reclamation Claims became secured by a junior
lien on the Pre-Petition Lenders' Collateral by virture of an agreement among
the parties memorialized in the Trade Credit Program Letter Agreement and the
Final DIP Order, as explained more fully in section V.C.1.f. and V.C.1.g. of the
Disclosure Statement. The claim amounts presented are net of setoffs for
prepetition deductions.

Page 4

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ in 000s)

III. ALLOCATION OF NET ESTIMATED PROCEEDS TO ADMINISTRATIVE AND PRIORITY CLAIMS

Estimated Estimated Recovery
Allowable on Administrative and
Claims Priority Claims
-------------- ---------------------
High Low Low High
------ ------ -------- ----------

NET ESTIMATED PROCEEDS AFTER SECURED CLAIMS $ 85,435 $ 228,230

LESS PRIORITY CLAIMS:

CHAPTER 11 ADMINISTRATIVE CLAIMS:
Administrative Claims (Non Professional Fees) 35,000 25,000
Post-Petition Cigarette Taxes 15,000 10,000
Accrued Liabilities 15,000 10,000
Professional Fees Residual 35,000 30,000
Reclamation (Net of Secured Portion) (a) (b) 40,000 35,000
Severance 36,000 32,000
Post-Petition Accounts Payable (Net of Secured Portion) 18,000 13,000
Pension Underfunding (Admin. Portion) 5,000 3,000
Total administrative claims 199,000 158,000
Recovery on Administrative Claims 43% 100%
-------- ----------
Net Estimated Proceeds After Secured and Administrative Claims - 70,230

Employee Priority Claims 15,000 8,000
Priority Tax Claims 20,000 10,000
Total priority claims 35,000 18,000
Recovery on Priority Claims 0% 100%
-------- ----------

NET ESTIMATED PROCEEDS AFTER SECURED AND ADMINISTRATIVE AND PRIORITY TAX CLAIMS $ - $ 52,230
======== ==========

(a) The Debtors believe that the Reclamation Claims outlined herein are no more
than general unsecured claims against the Debtors' estates. On November 24,
2003, the Debtors filed their Combined Amended Reclamation Report and Motion to
determine that Reclamation Claims are valueless, whereby Debtors seek an order
finding the Reclamation Claims to be no more than usecured claims. The
Bankruptcy Court, however, declined to hear that Motion and directed the Debtors
to file separate Adversary Proceedings against each and every Reclamation
Claimant. The Debtors estimate that they will be required to file approximately
600 such Adversary Proceedings and are currently in the process of preparing
these proceedings for filing. For purposed of this Analysis only, which is a
conservative, worse case scenario with respect to these claims, the Debtors have
depicted the Reclamation Claims, net of setoffs and defenses, as Administrative
Claims even though the Debtors do not believe they are or should be treated as
Administrative Claims. This depiction is without prejudice to the Debtors'
rights to continue to assert that such Reclamation Claims are not secured claims
and are not entitled to any priority or administrative treatment under the Plan.
If the Debtors are correct in their position regarding the priority of the
Reclamation Claims, the Reclamation Claims will be no more than general
unsecured claims and the amount outlined herein will be available to pay other
Claims. Likewise, if the Debtors reach a consensual resolution with the
Reclamation Claimants, some portion of the amounts outlined herein will likely
be available to pay other Claims.

(b) The claim amounts presented are net of setoffs for prepetition deductions.

Page 5

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ in 000s)

IV. ALLOCATION OF NET ESTIMATED PROCEEDS TO UNSECURED CLAIMS

Estimated
Allowable Estimated Recovery on
Claims Unsecured Claims
---------------------- ---------------------
High Low Low High
---------- ---------- ------- ----------

NET ESTIMATED PROCEEDS AFTER SECURED, ADMINISTRATIVE AND PRIORITY CLAIMS $ - $ 52,230

Notes (Including pre-petition interest) - Before Subordinated Notes Reallocation
10.125% Senior Notes due April 1, 2008 $ 373,271 $ 373,271 - 7,336
9.250% Senior Notes due June 15, 2010 205,550 205,550 - 4,040
10.625% Senior Subordinated Notes due July 31, 2007 407,674 407,674 - 8,012
9.875% Senior Subordinated Notes due May 1, 2012 270,841 270,841 - 5,323
5.250% Conv. Senior Subordinated Notes due March 15, 2009 150,380 150,380 - 2,955
---------- ---------- ------- ----------
1,407,716 1,407,716 - 27,665

Notes (Including pre-petition interest) - After Subordinated Notes Reallocation
10.125% Senior Notes due April 1, 2008 $ 373,271 $ 373,271 - 17,841
9.250% Senior Notes due June 15, 2010 205,550 205,550 - 9,824
10.625% Senior Subordinated Notes due July 31, 2007 407,674 407,674 - -
9.875% Senior Subordinated Notes due May 1, 2012 270,841 270,841 - -
5.250% Conv. Senior Subordinated Notes due March 15, 2009 150,380 150,380 - -
---------- ---------- ------- ----------
1,407,716 1,407,716 - 27,665

General Unsecured Claims:
PBGC 386,000 200,000 - 3,930
Severance 10,000 8,000 - 157
Pre-Petition Accounts Payable 675,000 600,000 - 11,791
Multi-Employer Pension Withdrawal 20,000 2,000 - 39
Claims Asserted After Preference Recoveries 60,000 30,000 - 590
Other General Unsecured Claims 200,000 160,000 - 3,144
Contingency 100,000 50,000 - 983
Rejection Claims 300,000 200,000 - 3,930
---------- ---------- ------- ----------
1,751,000 1,250,000 - 24,565

---------- ---------- ------- ----------
Total $3,158,716 $2,657,716 $ - $ 52,230
========== ========== ======= ==========

Estimated
Recovery
Range
----------
Low High
--- ----

NET ESTIMATED PROCEEDS AFTER SECURED, ADMINISTRATIVE AND PRIORITY CLAIMS

Notes (Including pre-petition interest) - Before Subordinated Notes Reallocation
10.125% Senior Notes due April 1, 2008 0% 2%
9.250% Senior Notes due June 15, 2010 0% 2%
10.625% Senior Subordinated Notes due July 31, 2007 0% 2%
9.875% Senior Subordinated Notes due May 1, 2012 0% 2%
5.250% Conv. Senior Subordinated Notes due March 15, 2009 0% 2%
- -
0% 2%

Notes (Including pre-petition interest) - After Subordinated Notes Reallocation
10.125% Senior Notes due April 1, 2008 0% 5%
9.250% Senior Notes due June 15, 2010 0% 5%
10.625% Senior Subordinated Notes due July 31, 2007 0% 0%
9.875% Senior Subordinated Notes due May 1, 2012 0% 0%
5.250% Conv. Senior Subordinated Notes due March 15, 2009 0% 0%
- -
0% 2%

General Unsecured Claims:
PBGC 0% 2%
Severance 0% 2%
Pre-Petition Accounts Payable 0% 2%
Multi-Employer Pension Withdrawal 0% 2%
Claims Asserted After Preference Recoveries 0% 2%
Other General Unsecured Claims 0% 2%
Contingency 0% 2%
Rejection Claims 0% 2%
- -
0% 2%

- -
Total 0% 2%
= =

Page 6

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ in 000s)

NOTE 1 - ACCOUNTS RECEIVABLE

Accounts Receivable are mainly comprised of customers from the Fleming
Convenience entities. Fleming Convenience services traditional convenience
stores as well as alternative outlets selling convenience store products.

Traditional convenience store customers include most of the major national and
super-regional convenience store operators as well as thousands of multi and
single-store customers. Alternative channel customers comprise a variety of
store formats, including drug stores, mass merchandisers, grocery stores, liquor
stores, cigarette and tobacco shops, hotel gift shops, state correctional
facilities, military exchanges, college bookstores, casinos, video rental
stores, hardware stores and airport concessions.

Wholesale Accounts Receivable are mainly comprised of miscellaneous trade
receivables and includes a small amount of royalty receivables.

As of November 30, 2003, Fleming Convenience's top twenty customers accounted
for approximately 34% of the receivables total.

Recovery Rate Estimated Proceeds
Projected Range Range
Balance @ ------------- -------------------
Accounts Receivable 4/30/2004 Low High Low High
- ------------------- ----------- --- ---- -------- --------

Fleming Convenience $ 140,186 40% 60% $ 56,074 $ 84,112
Wholesale 26,500 50% 70% 13,250 18,550
----------- -------- --------
$ 166,686 $ 69,324 $102,662
42% 62%

Page 7

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ in 000s)

NOTE 2 - INVENTORIES

The inventory remaining at April 30, 2004 is solely from Fleming Convenience.
Inventory has been valued as if an orderly liquidation had taken place. Fleming
Convenience's inventory is comprised of food products (approximately 35.125
SKUs), including candy, snacks, fast food, groceries and non-alcoholic
beverages, and non-food products (approximately 17,000 SKUs), including general
merchandise, equipment and HBC products. In addition, Fleming Convenience offers
approximately 3,700 SKUs of cigarette and other tobacco items.

All recovery amounts are net of the required costs to liquidate such inventory.

Recovery Rate Estimated Proceeds
Projected Range Range
Balance @ ------------- --------------------
Inventory Commodity Type 4/30/2004 Low High Low High
- ------------------------- --------- --- ---- -------- ---------

Fast Foods $ 14,438 53% 63% $ 7,652 $ 9,096
Snacks 7,804 60% 70% 4,682 5,463
Candy 31,643 62% 72% 19,618 22,783
Groceries 9,129 59% 69% 5,386 6,299
Retail Beverages 6,077 54% 64% 3,281 3,889
General Merchandise 11,451 44% 54% 5,038 6,183
HBC 6,797 48% 58% 3,263 3,942
Cigars & Tobacco 6,268 60% 70% 3,761 4,388
Cigarettes 36,222 69% 79% 24,993 28,616
Generic Cigarettes 9,043 69% 79% 6,240 7,144
Equipment 113 36% 46% 41 52
Stamps 9,810 100% 100% 9,810 9,810
Dry Room 1,876 0% 0% - -
Excise Taxes 3,838 100% 100% 3,838 3,838
-------- --- --- -------- ---------
Total Inventory $154,509 64% 73% $ 97,604 $ 111,503

Page 8

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ in 000s)

NOTE 3 - OTHER CURRENT ASSETS

The recoveries under this section are mainly related to post petition Vendor
Deductions at Fleming's Wholesale operations and manufacturer's incentive
allowances carried as other A/R by Fleming Convenience.

The Debtors are entitled to incentive payments from vendors for attaining
certain targeted sales levels of their products. The amounts that are on the
balance sheet are accruals based on prior performance. Payments are typically
made in arrears, approximately 60 days after the prior quarter end for which the
payment is calculated.

Other Current Assets is comprised of Deposits, Prepaid Expenses, Suspense, Other
& Deferred Costs, Goodwill, Investment in Subsidiary and are considered to have
negligible liquidation recovery value.

Recovery Rate Estimated Proceeds
Projected Range Range
Balance @ ------------- --------------------
Other Current Assets 4/30/2004 Low High Low High
- -------------------- --------- --- ---- -------- ---------

Vendor Deductions $ 241,275 12% 23% $ 30,000 $ 55,000
Other A/R 51,567 15% 25% 7,735 12,892
Other Current Assets 21,125 0% 1% - 211
--------- -------- ---------
Total $ 313,967 $ 37,735 $ 68,103

Page 9

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ in 000s)

NOTE 4 - NET PP&E - OWNED AND LEASED

Net PP&E is comprised of buildings and improvements, autos and trucks, various
equipment, furniture and fixtures and leasehold improvements. The largest line
items by book value are Equipment, Leasehold Improvements and Autos & Trucks.
Leasehold improvements have been valued at a zero recovery. Autos & Trucks
consists mainly of tractors and trailers.

Proceeds from the sale of these items were based upon management's best estimate
from prior dispositions.

All recovery amounts are net of the required costs to liquidate such assets.

Recovery Rate Estimated Proceeds
Projected Range Range
Balance @ ------------- --------------------
PP&E 4/30/2004 Low High Low High
- ------------------------ --------- --- ---- -------- ---------

Buildings & Improvements $ 1,957 77% 87% $ 1,500 $ 1,700
Autos & Trucks 8,946 15% 30% 1,342 2,684
Equipment 26,607 0% 5% - 1,330
Furniture & Fixtures 278 0% 5% - 14
Leasehold Improvements 10,522 0% 0% - -
--------- -------- ---------
Total $ 48,310 $ 2,842 $ 5,728

Page 10

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ in 000s)

NOTE 5 - OTHER NON CURRENT ASSETS

Other Non Current Assets is comprised of Goodwill and Deferred Charges and are
considered to have no liquidation recovery value.

Recovery Rate Estimated Proceeds
Projected Range Range
Balance @ ------------- --------------------
Other Non Current Assets 4/30/2004 Low High Low High
- ------------------------- --------- --- ---- -------- ---------

Other Non Current Assets $ 416,382 0% 0% $ - $ -

Page 11

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ IN 000S)

NOTE 6 - RECOVERIES FROM AVOIDANCE ACTIONS

Debtors have identified certain pre-petition payments to third-parties and will
be seeking recovery of certain payments. It is likely in a chapter 7 liquidation
that the trustee would seek to recover all such payments. The pre-petition
payments listed below exclude vendor debit balances, which are assumed to reside
in Accounts Receivable. The schedule below shows management's estimate of
recoveries, net of recovery expenses, that would be received after the beginning
of chapter 7 liquidation proceedings.

The outcome of any particular preference action is subject to a number of
uncertainties. Moreover, the potential value of a preference action against a
particular preference defendant ultimately is dependent upon the specific
payment history and other facts and circumstances pertaining to that vendor and
its relationship with the Debtors. It is therefore difficult to precisely apply
results from an individual vendor analysis to an entire class of preference
claims. The Debtors have not undertaken an exhaustive analysis of all potential
preference claims in order to arrive at the estimates contained herein. Rather,
the analysis undertaken by the Debtors for purposes of these estimates is based
on the analysis of a sample set of vendors. The estimates contained herein
therefore may be materially different from actual results achieved.

For purposes of this Analysis, which is a conservative, worst case scenario, the
Debtors have estimated the recoveries net of all potential setoffs, recoupment
and other defenses and claims that are likely to be asserted by the preference
defendants. This depiction is without prejudice to the Debtors right to
challenge those defenses and claims.

Estimated
Recovery Range
-------------------------
Component Low High
- -------------------------------- ----------- ------------

Total Preference Period Payments $ 3,000,000 $ 3,000,000

Maximum Net Preference 809,000 809,000

ESTIMATED RECOVERY $ 15,000 $ 35,000

Page 12

FLEMING COMPANIES, INC.
PRELIMINARY BEST INTERESTS ANALYSIS
($ IN 000S)

NOTE 7 - CORPORATE EXPENSES

It is assumed that the creditor recovery process occurs over a twelve month
period. For purposes of the Analysis, corporate expenses include both
headquarters and distribution center related expense. A nearly full complement
of corporate expenses is assumed to be required during the first three months,
with declining amounts of corporate expenses required in the following months.
It is assumed, further, that there will be an additional compensation program
designed to retain key employees during the liquidation period.

Fleming Convenience
------------------------------ Retention % of
2002 Discount Total & Severance Salaries &
Actual Rate Expense Wholesale Total Estimate Wages
------ -------- ------- --------- ------- ----------- ----------

PHASE I MONTHS 1-3

Corporate Rent & Occupancy $ 203 100% $ 203 $ 279 $ 482
Corporate Employment Expense 1,736 80% 1,389 310 1,699 510 30%
Corporate SG&A 2,275 80% 1,820 506 2,326
------ --- ------ ------ -------
4,214 81% 3,411 1,095 4,506

PHASE II MONTHS 4-12

Corporate Rent & Occupancy 608 25% 152 419 571
Corporate Employment Expense 5,209 10% 521 186 707 353 50%
Corporate SG&A 6,824 10% 682 152 834
------ --- ------ ------ ------- ---
12,641 11% 1,355 757 2,112 863

CALCULATED TOTAL CORPORATE EXPENSES $ 6,619
=======

ESTIMATED CORPORATE EXPENSE RANGE
HIGH $ 7,920
LOW $ 6,600

Page 13

EXHIBIT 5

THE RIGHTS OFFERING DESCRIPTION

Each Holder of a Class 6 General Unsecured Claim that is listed on the
Rights Participation Schedule (attached to the Plan as Exhibit B) shall receive
under the Plan, and be entitled to exercise, Equity Subscription Rights to
purchase shares of Preferred Stock. The Preferred Stock will be convertible into
New Common Stock at a conversion price of ____, will carry a PIK dividend of
____, and will have a liquidation preference over the Common Stock of $______
per share. See the Equity Commitment Letter attached to the Plan as Exhibit E
for a more detailed description of the Preferred Stock. Each Holder listed on
such Schedule will receive its Ratable Portion of the total amount of Equity
Subscription Rights based on the ratio of such Holder's Rights Participation
Claim Amount to the total of the Rights Participation Claim Amounts for all
Holders listed on such Schedule (as set forth in the Rights Participation
Schedule). Each Holder listed on the Equity Participation Schedule will be
entitled to purchase up to an amount of Preferred Stock equal to its Ratable
Portion of the Equity Subscription Rights multiplied by the total number of
shares of Preferred Stock being offered for sale under the Rights Offering,
subject to adjustment as described below. Depending on the amount of additional
cash required to fund the Plan, up to a maximum of [$__] million of Preferred
Stock will be offered under the Rights Offering, which, at a Subscription
Purchase Price of $____________ per share of Preferred Stock, represents up to a
maximum of _______ shares of Preferred Stock.

If any Holder of a General Unsecured Claim is not listed on the Rights
Participation Schedule or disputes the Rights Participation Claim Amount listed
on the Rights Participation Schedule, such General Unsecured Claim Holder may
file a motion with the Bankruptcy Court for estimation of its Claim for purposes
of the Rights Offering. Disputing Holders shall be entitled to participate in
the Rights Offering in the amount of their Additional Participating Amount, if
any, determined by the Bankruptcy Court or agreed to by the Debtors with the
consent of the Committee and the Equity Investor prior to the Subscription
Expiration Date, as further described in Section VII.B.10 of the Plan. If, as a
result of Disputing Holders exercising their Equity Subscription Rights with
respect to Additional Participating Amounts, the Rights Offering is
oversubscribed, each Claim Holder which has exercised its Equity Subscription
Rights shall be cut back pro rata based on the number of shares of Preferred
Stock for which such Claim Holder has exercised its Equity Subscription Rights.

The Debtors have entered into an Equity Commitment Letter with an
Equity Investor which obligates the Equity Investor, subject to the satisfaction
or waiver of certain conditions, to purchase any remaining shares of Preferred
Stock available after the Holders of Class 6 Claims have exercised their Equity
Subscription Rights, and which entitles the Equity Investor, at its option, to
purchase a minimum of $[__] million of Preferred Stock at the Subscription
Purchase Price, as further described in Section VII.B.7. of the Plan.
Accordingly, to the extent that a large enough amount of Equity Subscription
Rights are exercised such that less than $[__] million of Preferred Stock
remains available for sale to the Equity Investor and the Equity Investor
exercises its minimum purchase right, each Exercising Claim Holder shall be cut
back pro rata based on the number of shares of Preferred Stock for which such
Claim Holder has exercised its Equity Subscription Rights.

a. Issuance of Equity Subscription Rights

The Equity Subscription Rights shall provide the Holders of Class 6
Claims listed on the Rights Participation Schedule the right to purchase
Preferred Stock at the Subscription Purchase Price pursuant to the terms and
conditions set forth in this Section. After the Plan has been confirmed and
prior to the Effective Date, a Subscription Form will be distributed to each
Holder of a Claim in Class 6 listed on the Rights Participation Schedule.

b. Subscription Period

The Rights Offering shall commence on the Subscription Commencement
Date (which will be a date after the Confirmation Date) and shall expire on the
Subscription Expiration Date (which will be a date on or prior to the Effective
Date of the Plan). Following the Confirmation Date, a Subscription Form will be
distributed to each Holder of a Claim in Class 6 listed on the Rights
Participation Schedule. After the Subscription Expiration Date, unexercised
Equity Subscription Rights shall be treated as acquired by the Equity Investor,
Core-Mark Newco shall only be obligated to honor the exercise of such Equity
Subscription Rights by the Equity Investor, any subsequent exercise of any such
unexercised Equity Subscription Rights by any Person other than the Equity
Investor shall be null and void, and Core-Mark Newco shall not be obligated to
honor any such purported exercise received by the Subscription Agent after the
Subscription Expiration Date, regardless of when the documents relating to such
exercise were sent. The Debtors may, in their sole discretion, extend the
Subscription Period.

c. Subscription Purchase Price

Each Subscription Right will be exercisable to purchase one share of
Preferred Stock for $_______.

d. Exercise of Equity Subscription Rights

In order to exercise the Equity Subscription Rights, each Holder
thereof must: (i) return a duly completed Subscription Form to the Subscription
Agent so that such form is received by the Subscription Agent on or before the
Subscription Expiration Date; and (ii) pay to the Subscription Agent (on behalf
of the Debtors) on or before the Subscription Expiration Date immediately
available funds in an amount equal to the Subscription Purchase Price multiplied
by the number of shares of Preferred Stock in respect of which such Holder is
exercising its Equity Subscription Rights (the "Purchase Price"), such payment
to be made either by wire transfer to the Subscription Agent in accordance with
the wire instructions set forth on the Subscription Form or by bank or cashier's
check delivered to the Subscription Agent along with the Subscription Form. If,
on or prior to the Subscription Expiration Date, the Subscription Agent for any
reason has not received from a given Holder of Equity Subscription Rights both a
duly completed Subscription Form and immediately available funds in an amount
equal to such Holder's Purchase Price, such Holder shall be deemed to have not
exercised its Equity Subscription Rights and to have relinquished and waived its
right to participate in the Rights Offering. A Subscription Form must also be
accompanied by sufficient evidence of ownership of the Claim giving rise to the
Equity Subscription Rights, as well as appropriate executed representations as
to ownership. The payments made in accordance with the Rights Offering shall be
deposited and held by the Subscription Agent in a trust account, escrow account,
or

similar segregated account or accounts which shall be separate and apart from
the Debtors' general operating funds and any other funds subject to any cash
collateral arrangements and which segregated account or accounts will be
maintained for the purpose of holding the money for administration of the Rights
Offering until the Effective Date, or such other later date, at the option of
the Reorganized Debtors, but not later than _____ days after the Effective Date.
Notwithstanding the foregoing, in order for a Holder of a General Unsecured
Claim arising from an Old Note to exercise the Equity Subscription Rights, each
such Holder entitled to Equity Subscription Rights must provide its instruction
to its bank, broker, or other nominee, or to its agent by the deadline specified
on the Subscription Form. The bank or broker, in turn, must then convey the
instruction on a Master Subscription Form and arrange for the proper payment
either through DTC or, if DTC is unable to act as intermediary for subscription
instructions and payments, by following the payment instructions outlined above.

e. Transfer Restriction

Prior to the Subscription Expiration Date, the Equity Subscription
Rights must be transferred with the underlying Claim. The Equity Subscription
Rights are not separately transferable.

f. Equity Investor

Pursuant to the terms of the Equity Commitment Letter and subject to
the satisfaction or waiver by the Equity Investor of all conditions precedent
set forth therein, the Equity Investor shall be obligated to, and shall,
purchase all shares of Preferred Stock remaining after the Holders of Class 6
Claims have exercised their Equity Subscription Rights, at the Subscription
Purchase Price. The conditions precedent include, among other things: completion
of all legal documentation and filings satisfactory to the Equity Investor;
Administrative Claims not being allowed or estimated in excess of a specified
amount; Reclamation Claims not being granted administrative status; receipt by
Core-Mark Newco of a commitment for an Exit Financing Facility acceptable to the
Equity Investor; the timetable for assessment of preferences and Reclamation
Claims being acceptable to the Equity Investor; the Equity Investor having the
right to name ____ directors to the Core-Mark Newco board; the Plan being
acceptable to the Equity Investor; Core-Mark Newco's reorganized capital
structure having funded liabilities of no more than [__] million; and no
material deterioration occurring in the underlying business of Core-Mark Newco.
The Equity Investor has the right, at its option, to purchase a minimum of $[__]
million of Preferred Stock at the Subscription Purchase Price. The Equity
Investor shall pay to the Debtors, by wire transfer in immediately available
funds on or prior to the Effective Date, Cash in an amount equal to the Purchase
Price for all unexercised Equity Subscription Rights (or the purchase price
payable upon exercise of its minimum purchase rights), pursuant to the terms of
the Equity Commitment. To the extent that the exemption under section 1145(a)(1)
is not available to exempt the issuance of the Preferred Stock to the Equity
Investor, the offer and sale of such securities shall be qualified under the
section 4(2) private placement exemption contained in the Securities Act.
Core-Mark Newco shall grant registration rights to the Equity Investor as
further described in the Registration Rights Agreement. The Equity Investor will
be paid a fee in Preferred Stock equal to ___% of the amount of the total Equity
Subscription Rights subscribed to under the Rights Offering.

g. Distribution of Preferred Stock

On, or as soon as practicable after the Effective Date, Core-Mark Newco
or a designated disbursing agent shall distribute the Preferred Stock purchased
by each Exercising Claim Holder to such Exercising Claim Holder.

h. Fractional Interests

No fractional shares shall be issued under the Rights Offering. In
determining the Ratable Proportion of Equity Subscription Rights among the
participants, each Ratable Proportion shall be rounded up or down to the nearest
whole number.

i. Disputed Claims

For all purposes of this Section, each Holder of a General Unsecured
Claim in Class 6 listed on the Rights Participation Schedule is entitled to
participate in the Rights Offering to the extent of its Rights Participation
Claim Amount as listed on the Rights Participation Schedule. The entitlement of
Holders of General Unsecured Claims in Class 6 to participate in the Rights
Offering on the terms set forth in the Plan shall not be affected by whether or
not such General Unsecured Claim in Class 6 is Allowed. If any Holder of a
General Unsecured Claim is not listed on the Rights Participation Schedule, or
disputes the Rights Participation Claim Amount listed on the Rights
Participation Schedule, such disputing General Unsecured Claim Holder may file a
motion with the Bankruptcy Court at least ten days prior to the Subscription
Expiration Date for estimation of their Claim for the purposes of the Rights
Offering. Holders filing such a motion with the Bankruptcy Court shall be
entitled to participate in the Rights Offering up to the Additional
Participation Amount determined by the Bankruptcy Court or agreed to by the
Debtors with the consent of the Committee and the Equity Investor.

j. Subsequent Adjustments to the Rights Participation Claim
Amount; Cut Back in Rights Offering

Holders of Class 6 Claims listed on the Rights Participation Schedule
attached to the Plan as Exhibit B shall be entitled to participate in the Rights
Offering solely to the extent of their Rights Participation Claim Amount. If any
Holder of a Class 6 Claim not listed on the Rights Participation Schedule or a
Disputing Holder has obtained an order of the Bankruptcy Court estimating its
General Unsecured Claim for the purpose of participating in the Rights Offering
prior to the Subscription Expiration Date or reached an agreement with the
Debtors and the Committee with respect thereto, such Holder shall be entitled to
participate in the Rights Offering in the amount determined by the Bankruptcy
Court or agreed to by the Debtors with the consent of the Committee and the
Equity Investor. If, as a result of such allowances of General Unsecured Claims
for purposes of participation in the Rights Offering and/or as a result of the
exercise by the Equity Investor of its minimum purchase rights, more shares of
Preferred Stock subject to the Rights Offering have been subscribed for than are
available for sale to Exercising Claim Holders, each Exercising Claim Holder
(including each Disputing Holder) shall be cut back pro rata based on the number
of shares of Preferred Stock for which such Exercising Claim Holder has
exercised its Equity Subscription Rights, and the difference between the
purchase price paid by such Exercising Claim Holder and the adjusted
Subscription Purchase Price shall

be refunded to such Exercising Claim Holder, without interest, as soon as
practicable after the Effective Date.

k. No Interest

In the event that all or any part of the Subscription Purchase Price is
repaid to the entity making such payment, no interest shall be paid thereon.

l. Validity of Exercise of Equity Subscription Rights

All questions concerning the timelines, validity, form and eligibility
of any exercise of Equity Subscription Rights shall be determined by the
Debtors, whose determinations shall be final and binding. The Debtors, with the
consent of the Committee, may waive any defect or irregularity, or permit a
defect or irregularity to be corrected within such times as it may determine, or
reject the purported exercise of any Equity Subscription Rights. Subscription
Forms shall be deemed not to have been received or accepted until all
irregularities have been waived or cured within such time as the Debtors
determine, with the consent of the Committee. Neither the Debtors nor the
Subscription Agent shall be under any duty to give notification of any defect or
irregularity in connection with the submission of Subscription Forms or incur
any liability for failure to give such notification.

m. Use of Proceeds

On the Effective Date, the proceeds received by the Reorganized Debtors
from the Rights Offering shall be used to fund the Cash payments required under
the Plan and for general corporate purposes.