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
SECOND AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
AMONGCredit Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line
ARTICLE 1 DEFINITIONSSecurity Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Delaware
BACKGROUNDSecurity Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
GUARANTY AGREEMENT WHEREAS, MARKETING SPECIALISTS CORPORATION, a Delaware corporation, and certain of its Subsidiaries (each individually, a "Borrower", and collectively, the "BORROWERS") have entered into that certain Credit Agreement dated as of...Guaranty Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Texas
RECITALS:Management Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Texas
JOINDER AGREEMENTJoinder Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
RECITALS:Credit Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
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.
RECITALS:Intercreditor Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
BACKGROUNDGuaranty Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
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.
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.
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.
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.
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.
