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EXHIBIT 12
THE BERKLEY FAMILY LIMITED PARTNERSHIP
165 Mason Street
Greenwich, CT 06830
December 9, 2000
Mr. William R. Berkley
165 Mason Street
Greenwich, CT 06830
Re: Purchase of Stock of Strategic Distribution, Inc. ("SDI")
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Dear Mr. Berkley:
Pursuant to this letter agreement, The Berkley Family Limited Partnership, a
limited partnership formed and existing under the laws of the State of
Connecticut (the "BFLP"), is purchasing from William R. Berkley, an individual
with an address at 165 Mason Street, Greenwich, CT 06830 ("Berkley"), Three
Hundred Forty-Three Thousand Four Hundred Ten (343,410) shares (the "Purchased
Shares") of the Common Stock of Strategic Distribution, Inc., a corporation
organized and existing under the laws of the State of Delaware ("SDI").
In consideration of the foregoing, the parties hereby agree as follows:
1. Purchase Price. BFLP is purchasing the Purchased Shares for a price of $0.50
per share, or $171,705.00 in the aggregate (the "Purchase Price").
Simultaneously with the execution of this letter agreement, the BFLP is
delivering to Berkley the Purchase Price. Simultaneously with the execution of
this letter agreement, Berkley is delivering to the BFLP a stock certificate
representing the Purchased Shares, together with a stock power, executed by
Berkley, duly transferring the Purchased Shares to the BFLP.
2. In connection with the sale of the Purchased Shares to the BFLP, Berkley
hereby agrees as follows:
(a) Berkley is transferring to the BFLP, as of December 9, 2000, all of his
right, title and interest in and to the Purchased Shares; and
(b) Berkley owns the Purchased Shares beneficially and of record, free and
clear of all mortgages, pledges, liens or other encumbrances.
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Mr. William R. Berkley
December 9, 2000
Page 2
Please indicate your agreement to the foregoing by signing a copy of this letter
agreement in the space provided below.
Sincerely,
THE BERKLEY FAMILY LIMITED PARTNERSHIP
By: /s/ Marjorie Berkley
Marjorie Berkley, General Partner
Agreed to and accepted this 9th day of
December, 2000
/s/ William R. Berkley
William R. Berkley
