CREDIT AGREEMENTCredit Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
by and among MARKETING SPECIALISTS SALES COMPANY as Buyer THE SALES FORCE COMPANIES, INC. as the Company andStock Purchase Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Massachusetts
Exhibit 2.1 =================================================================== ============= AGREEMENT AND PLAN OF MERGER by and among MERKERT AMERICAN CORPORATION, RICHMONT MARKETING SPECIALISTS INC.Voting Agreement • April 30th, 1999 • Merkert American Corp • Wholesale-groceries, general line • Delaware
SECOND AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
EXHIBIT 10.3 AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT This AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (the "Amendment"), is made and entered into as of December 15, 1998, by and among Merkert American Corporation (formerly known as Monroe, Inc.),...Stock Purchase Agreement • March 31st, 1999 • Merkert American Corp • Wholesale-groceries, general line • Massachusetts
W I T N E S S E T H:Supplemental Indenture • November 15th, 1999 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
FORM OF]Underwriting Agreement • November 19th, 1998 • Merkert American Corp • Wholesale-groceries, general line • New York
AMONGCredit Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line
EXHIBIT 10.3 MARKETING SPECIALISTS CORPORATION WARRANT AGREEMENT DATED AS OF MARCH 30, 2000 WARRANTS TO PURCHASE 687,136 SHARES OF COMMON STOCK TABLE OF CONTENTSWarrant Agreement • April 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Texas
ARTICLE 1 DEFINITIONSSecurity Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
RECITALS:Credit Agreement • November 21st, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
EXHIBIT 10.36 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 1999 • Merkert American Corp • Wholesale-groceries, general line • Ohio
Exhibit 10.18 NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE MONROE, INC. 1998 STOCK OPTION AND INCENTIVE PLAN IF THIS STOCK OPTION IS GRANTED IN TANDEM WITH STOCK APPRECIATION RIGHTS, THEN, UPON THE EXERCISE OF ANY OF SUCH STOCK...Non-Qualified Stock Option Agreement • May 22nd, 1998 • Monroe Inc
1 EXHIBIT 4.4 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (the "Third Supple- mental Indenture"), dated as of March 30, 2000, among Marketing Specialists Corporation (formerly known as Merkert American Corporation), a Delaware...Marketing Specialists Corp • April 14th, 2000 • Wholesale-groceries, general line • New York
EXHIBIT C --------- [as amended, pursuant to Amendment No. 1 to Stock Purchase Agreement]Escrow Agreement • November 19th, 1998 • Merkert American Corp • Wholesale-groceries, general line • Massachusetts
1 EXHIBIT 10.8 REGISTRATION RIGHTS AGREEMENT FOR CERTAIN MERKERT STOCKHOLDERS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of August 18, 1999, by and among Merkert American Corporation, a Delaware corporation (the "Company"), and each of...Registration Rights Agreement • November 15th, 1999 • Marketing Specialists Corp • Wholesale-groceries, general line • Delaware
BETWEENLease Agreement • April 23rd, 2001 • Marketing Specialists Corp • Wholesale-groceries, general line
MEMORANDUM OF AGREEMENTPurchase Agreement • April 23rd, 2001 • Marketing Specialists Corp • Wholesale-groceries, general line
1 EXHIBIT 10.7 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
EXHIBIT 10.11 REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of December 18, 1998, by and among Merkert American Corporation (formerly Monroe, Inc.), a Delaware corporation (the...Registration Rights Agreement • March 31st, 1999 • Merkert American Corp • Wholesale-groceries, general line • Massachusetts
BACKGROUNDPledge Agreement • April 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
1 EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT FOR THE RMSI STOCKHOLDERS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of August 18, 1999, by and among Merkert American Corporation, a Delaware corporation (the "Company"), and each of the...Registration Rights Agreement • November 15th, 1999 • Marketing Specialists Corp • Wholesale-groceries, general line • Delaware
Exhibit 10.29 FORM OF CREDIT AGREEMENTCredit Agreement • December 10th, 1998 • Merkert American Corp • Wholesale-groceries, general line • Pennsylvania
LOAN AGREEMENT BY AND BETWEENLoan Agreement • July 20th, 1998 • Merkert American Corp • Wholesale-groceries, general line • Massachusetts
BACKGROUNDCredit Agreement • November 21st, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Delaware
RECITALSExchange Agreement • April 23rd, 2001 • Marketing Specialists Corp • Wholesale-groceries, general line • Texas
NOTEMarketing Specialists Corp • August 14th, 2000 • Wholesale-groceries, general line
This Note is one of the Notes referred to in the Credit Agreement dated as of March 30, 2000, among the Borrowers, the Bank, the other banks party thereto (the "Banks"), and THE CHASE MANHATTAN BANK as agent for the Banks (in such capacity, the "Agent" and such Credit Agreement, as the same may be amended or otherwise modified from time to time, being referred to herein as the "Credit Agreement"), and evidences Loans made by the Bank thereunder. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and for prepayments of Loans prior to the maturity of this Note upon the terms and conditions specified in the Credit Agreement. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.
EXHIBIT 10.8 [LETTERHEAD OF MONROE & COMPANY APPEARS HERE] May 11, 1998 Monroe, Inc. 8 Cedar Street, Suite 54A Woburn, MA 01801 Attn: James L. Monroe Gentlemen: This letter agreement ("Agreement") confirms the terms and conditions of the exclusive...Letter Agreement • May 22nd, 1998 • Monroe Inc • Massachusetts
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 23rd, 2001 • Marketing Specialists Corp • Wholesale-groceries, general line • Delaware
1 EXHIBIT 10.2 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment No. 1") is made this 24th day of September, 1999, by and among MARKETING SPECIALISTS CORPORATION...Credit Agreement • November 15th, 1999 • Marketing Specialists Corp • Wholesale-groceries, general line
BACKGROUNDSecurity Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
Exhibit 10.22 STOCK PLEDGE AGREEMENT ---------------------- THIS AGREEMENT, made and entered into this 31st day of October, 1995, by and between ROGERS- AMERICAN COMPANY, INC., a North Carolina Corporation of Post Office Box 473510, Charlotte, North...Stock Pledge Agreement • July 20th, 1998 • Merkert American Corp • Wholesale-groceries, general line • Florida
EXHIBIT 10.23 THIS DOCUMENT WAS, WITH THE ADVICE OF LOCAL COUNSEL, PREPARED BY: Cynthia J Williams, Esq. Day, Berry & Howard 260 Franklin Street Boston, MA 02110 RECORDING REQUESTED BY AND UPON RECORDATION RETURN TO: Cynthia J. Williams, Esq. Day,...Merkert American Corp • July 20th, 1998 • Wholesale-groceries, general line • Massachusetts
BACKGROUNDCredit Agreement • April 23rd, 2001 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
