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 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...Consulting Agreement • May 22nd, 1998 • Monroe Inc • Massachusetts
RECITALS:Credit Agreement • April 23rd, 2001 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
Exhibit 10.17 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Pledge Agreement") is made this 18th day of December, 1998, by and among MERKERT AMERICAN CORPORATION (the "Borrower") and the subsidiaries of the Company signatory hereto (each individually...Pledge Agreement • March 31st, 1999 • Merkert American 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
Exhibit 10.53 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT (this "Agreement") is dated as of the Effective Date (hereinafter defined), by and between Steve Farnie ("Buyer") and Marketing Specialists Sales Company, a Texas...Purchase and Sale Agreement • April 23rd, 2001 • Marketing Specialists Corp • Wholesale-groceries, general line
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
Exhibit 2.1 =================================================================== ============= AGREEMENT AND PLAN OF MERGER by and among MERKERT AMERICAN CORPORATION, RICHMONT MARKETING SPECIALISTS INC.Merger Agreement • April 30th, 1999 • Merkert American Corp • Wholesale-groceries, general line • Delaware
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
FORM OFIncentive Stock Option Agreement • July 20th, 1998 • Merkert American Corp • Wholesale-groceries, general line
EXHIBIT 10.25 PROMISSORY NOTE --------------- Loan Amount: $9,500,000 Note Date: February 13, 1998Promissory Note • July 20th, 1998 • Merkert American Corp • Wholesale-groceries, general line
EXHIBIT 10.36 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 1999 • Merkert American Corp • Wholesale-groceries, general line • Ohio
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
BACKGROUNDCredit Agreement • November 21st, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
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
BETWEENLease Agreement • April 23rd, 2001 • Marketing Specialists Corp • Wholesale-groceries, general line
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
SECOND AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
RECITALS:Credit Agreement • November 21st, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
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
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
INDENTURESecond Supplemental Indenture • April 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • New York
AMONGCredit Agreement • March 31st, 1999 • Merkert American 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
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 10.29 EMPLOYMENT AND NONCOMPETITION AGREEMENT This AGREEMENT (the "Agreement") is made as of December 18, 1998 (the "Effective Date"), by and between Merkert American Corporation, a Delaware corporation (the "Employer"), and Gerald R. Leonard...Employment Agreement • March 31st, 1999 • Merkert American Corp • Wholesale-groceries, general line
BACKGROUNDSecurity Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Pennsylvania
FORM OF]Underwriting Agreement • November 19th, 1998 • Merkert American Corp • Wholesale-groceries, general line • New York
NOTELoan Agreement • August 14th, 2000 • Marketing Specialists Corp • 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:Management Agreement • August 14th, 2000 • Marketing Specialists Corp • Wholesale-groceries, general line • Texas
