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Exhibit 5
December 2, 1996
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxxxx Xxxxxx Inc.
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs and Mesdames:
The undersigned understands that you, as Representatives of
the several Underwriters, entered into an Underwriting Agreement (the
"UNDERWRITING AGREEMENT") with ProSource, Inc., a Delaware corporation (the
"COMPANY") providing for the public offering (the "PUBLIC OFFERING") by the
several Underwriters, including yourselves, of 3,400,000 shares (the "SHARES")
of Class A Common Stock, par value $.01 per share of the Company (collectively
with the Class B Common Stock, par value $.01 per share of the Company, the
"COMMON STOCK").
To induce the Underwriters that participated in the Public
Offering to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Xxxxxx
Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during
the period commencing on the date hereof and ending 180 days after the date of
the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (whether such shares or any such securities are
now owned by the undersigned or are hereafter acquired), (2) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise or (3) cause or
permit any of its affiliates to do any of the foregoing. The foregoing sentence
shall not apply to the sale of any Shares to the Underwriters pursuant to the
Underwriting Agreement or to any Permitted Transferee (as defined below). In
addition, the undersigned agrees that, without the prior written consent of
Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not,
during the period commencing on the date hereof and ending 180 days after the
date of the Prospectus, make any demand for or exercise any right with respect
to, the registration of any shares of
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Common Stock or any security convertible into or exercisable or exchangeable for
Common Stock. "PERMITTED TRANSFEREE" shall mean (i) any pledgee of Common Stock
as security for indebtedness existing on the date hereof incurred in connection
with financing the purchase of such Common Stock, and any pledgee of such Common
Stock in connection with any refinancing of such indebtedness and (ii) any
entity controlling, controlled by or under common control with Onex Corporation
provided that such entity agrees to be bound by the terms of this agreement.
Very truly yours,
Onex Ohio LLC
By:/s/ Xxxxxx X. Xxxx
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Accepted as of the date first set forth above:
Xxxxxx Xxxxxxx & Co. Incorporated
By:/s/ Xxxxxxx X. Xxxxxx XX
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Name: Xxxxxxx X. Xxxxxx XX
Title: Principal
Page 32 of 32 pages.
