A. This Agreement has been entered into by the Company pursuant to that certain Senior Subordinated Loan Agreement of even date herewith among the Company and Wynnchurch (as the same may be amended, supplemented, restated or otherwise modified from...Registration Rights Agreement • July 10th, 2000 • Wynnchurch Capital Partners Lp • Wholesale-groceries & related products • Illinois
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF WEIDER NUTRITION INTERNATIONAL, INC.Wynnchurch Capital Partners Lp • July 10th, 2000 • Wholesale-groceries & related products • Illinois
WYNNCHURCH CAPITAL PARTNERS, L.P. WYNNCHURCH CAPITAL PARTNERS CANADA, L.P. TWO CONWAY PARK 150 FIELD DRIVE, SUITE 165 LAKE FOREST, ILLINOIS 60045 October 10, 2003Letter Agreement • October 22nd, 2003 • Wynnchurch Capital Partners Lp • Services-help supply services
Reference is made to the Letter Agreement (the "Letter Agreement") dated October 10, 2003 and effective as of September 11, 2003 among Wynnchurch Capital Partners, L.P. ("Wynnchurch USA"), Wynnchurch Capital Partners Canada, L.P. ("Wynnchurch Canada" along with Wynnchurch USA, collectively, "Wynnchurch"), Fleet Capital Corporation ("Fleet"), Alternative Resources Corporation, ARC Service, Inc. ("ARC"), ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc., ARC Technology Management LLC, ARC Staffing Management LLC, and ARC Shared Services LLC (along with ARC, collectively, the "Borrowers"), pursuant to which, among other things, Wynnchurch and Fleet agreed to amend certain terms of the Guaranty Agreement dated as of April 14, 2003 made by Wynnchurch for the benefit of Fleet, as amended by a First Amendment to Guaranty Agreement dated as of July 15, 2003 (as so amended, the "Guaranty Agreement"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto i
EXHIBIT L SUBSCRIPTION AGREEMENT ----------------------Subscription Agreement • August 7th, 2002 • Wynnchurch Capital Partners Lp • Services-help supply services • Illinois
Article I REGISTRATION RIGHTSRegistration Rights Agreement • February 8th, 2002 • Wynnchurch Capital Partners Lp • Services-help supply services • Illinois
EXHIBIT EE SECOND AMENDMENT TO GUARANTY AGREEMENT This SECOND AMENDMENT TO GUARANTY AGREEMENT dated as of November 14, 2003 (this "Amendment"), is made by WYNNCHURCH CAPITAL PARTNERS, L.P., a Delaware limited partnership ("Wynnchurch USA", and...Guaranty Agreement • November 21st, 2003 • Wynnchurch Capital Partners Lp • Services-help supply services • Massachusetts
EXHIBIT CSubordination Agreement • July 10th, 2000 • Wynnchurch Capital Partners Lp • Wholesale-groceries & related products • Illinois
ARTICLE II PURCHASER'S REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • February 8th, 2002 • Wynnchurch Capital Partners Lp • Services-help supply services • Illinois
EXHIBIT WGuaranty Agreement • April 16th, 2003 • Wynnchurch Capital Partners Lp • Services-help supply services • Massachusetts
SEVENTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND WAIVERSecurities Purchase Agreement and Waiver • November 21st, 2003 • Wynnchurch Capital Partners Lp • Services-help supply services • Illinois
EXHIBIT DD WYNNCHURCH CAPITAL PARTNERS, L.P. WYNNCHURCH CAPITAL PARTNERS CANADA, L.P. Two Conway Park 150 Field Drive, Suite 165 Lake Forest, Illinois 60045Wynnchurch Capital Partners Lp • November 21st, 2003 • Services-help supply services
Reference is made to (i) the Credit and Security Agreement dated as of January 31, 2002 (as heretofore amended, supplemented or otherwise modified, the "Credit Agreement") among Alternative Resources Corporation, ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc., ARC Technology Management LLC, ARC Staffing Management LLC, and ARC Shared Services LLC, as co-borrowers (the "Borrowers") and Fleet Capital Corporation, as lender (the "Lender"), (ii) the Subordination and Intercreditor Agreement dated as of January 31, 2002 (as heretofore amended, supplemented or otherwise modified, the "Subordination and Intercreditor Agreement") among Wynnchurch Capital Partners, L.P. ("Wynnchurch USA"), Wynnchurch Capital Partners Canada, L.P. ("Wynnchurch Canada", and collectively with Wynnchurch USA, "Wynnchurch"), the Borrowers and the Lender, (iii) the Guaranty Agreement dated as of July 15, 2003, made by Wynnchurch to the Lender (as heretofore amended, supplemented or otherwi
EXHIBIT N --------- WYNNCHURCH CAPITAL PARTNERS, LP WYNNCHURCH CAPITAL PARTNERS CANADA, L.P. August 4, 2002 Alternative Resources Corporation 600 Hart Road Suite 300 Barrington, IL 60010 Re: Board Composition of Alternative Resources Corporation (the...Wynnchurch Capital Partners Lp • August 7th, 2002 • Services-help supply services
EXHIBIT Q ---------Wynnchurch Capital Partners Lp • August 12th, 2002 • Services-help supply services
Reference is made to (i) the Credit and Security Agreement dated as of January 31, 2002 (the "Credit Agreement") among Alternative Resources Corporation, ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc., as co-borrowers (the "Borrowers") and Fleet Capital Corporation, as lender (the "Lender"), (ii) the Subordination and Intercreditor Agreement dated as of January 31, 2002 (the "Subordination and Intercreditor Agreement") among Wynnchurch Capital Partners, L.P., Wynnchurch Capital Partners Canada, L.P. (collectively, "Wynnchurch"), the Borrowers and the Lender, and (iii) the First Amendment to Credit Agreement and Waiver dated as of August 8, 2002 among the Borrowers and the Lender (the "First Amendment"). Unless otherwise defined herein, capitalized terms used herein as defined terms have the meanings ascribed thereto in the Credit Agreement.
EXHIBIT O JOINDER AGREEMENT -----------------O Joinder Agreement • August 7th, 2002 • Wynnchurch Capital Partners Lp • Services-help supply services • Illinois
EXHIBIT VWynnchurch Capital Partners Lp • April 16th, 2003 • Services-help supply services • Illinois
LOCKUP AND PURCHASE AGREEMENTLockup and Purchase Agreement • May 13th, 2004 • Wynnchurch Capital Partners Lp • Services-help supply services • Delaware
This Lockup and Purchase Agreement is made as of the 11th day of May, 2004 by and among Pomeroy IT Solutions, Inc., a Delaware corporation (“Parent”), and Wynnchurch Capital Partners, L.P. (“Wynnchurch US”), a Delaware limited partnership, Wynnchurch Capital Partners Canada, L.P. (“Wynnchurch Canada”), an Alberta, Canada limited partnership and Wynnchurch Capital, Ltd., a Delaware corporation (Wynnchurch US, Wynnchurch Canada and Wynnchurch Capital, Ltd. are collectively “Wynnchurch”).
October 10, 2003 The Borrowers under the Credit Agreement described below c/o Alternative Resources Corporation 600 Hart Road, Suite 300 Barrington, Illinois 60010 Attention: Chief Financial Officer Wynnchurch Capital Partners, L.P. Wynnchurch Capital...Wynnchurch Capital Partners Lp • October 22nd, 2003 • Services-help supply services
The Borrowers under the Credit Agreement described below c/o Alternative Resources Corporation 600 Hart Road, Suite 300 Barrington, Illinois 60010 Attention: Chief Financial Officer
Exhibit RSecurities Purchase Agreement and Waiver • November 18th, 2002 • Wynnchurch Capital Partners Lp • Services-help supply services • Illinois
Exhibit S WYNNCHURCH CAPITAL PARTNERS, L.P. WYNNCHURCH CAPITAL PARTNERS CANADA, L.P. Two Conway Park 150 Field Drive, Suite 165 Lake Forest, Illinois 60045 November 14, 2002 Fleet Capital Corporation One Federal Street Mail Stop MA DE 10307X Boston,...Wynnchurch Capital Partners Lp • November 18th, 2002 • Services-help supply services
Reference is made to (i) the Credit and Security Agreement dated as of January 31, 2002 (as heretofore amended, supplemented or otherwise modified, the "Credit Agreement") among Alternative Resources Corporation, ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc., as co-borrowers (the "Borrowers") and Fleet Capital Corporation, as lender (the "Lender"), (ii) the Subordination and Intercreditor Agreement dated as of January 31, 2002 (as heretofore amended, supplemented or otherwise modified, the "Subordination and Intercreditor Agreement") among Wynnchurch Capital Partners, L.P., Wynnchurch Capital Partners Canada, L.P. (collectively, "Wynnchurch"), the Borrowers and the Lender, and (iii) the Third Amendment to Credit Agreement and Waiver dated as of November 14, 2002 among the Borrowers and the Lender (the "Third Amendment"). Unless otherwise defined herein, capitalized terms used herein as defined terms have the meanings ascribed thereto in the Credit Agreement
EXHIBIT UWynnchurch Capital Partners Lp • April 16th, 2003 • Services-help supply services
