1 EXHIBIT D.4 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of ___________, 2001, is made by and among Allied Capital Corporation, a Maryland corporation ("Allied"), Maurice P. Andrien, Jr., Joseph M. Corvino, Max W....Stockholders Agreement • July 11th, 2001 • Sunsource Inc • Wholesale-machinery, equipment & supplies • Delaware
WITNESSETH:Rights Agreement • July 11th, 2001 • Sunsource Inc • Wholesale-machinery, equipment & supplies • Pennsylvania
TERMINATION AGREEMENTTermination Agreement • July 11th, 2001 • Sunsource Inc • Wholesale-machinery, equipment & supplies • Delaware
1 EXHIBIT D.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Escrow Agreement" or "Agreement") is made and entered into this 18th day of June, 2001, by and among Max W. Hillman, Jr., Richard P. Hillman, Gary Seeds, Dennis Blake, and John McDonnell...Escrow Agreement • July 11th, 2001 • Sunsource Inc • Wholesale-machinery, equipment & supplies • Delaware
1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into by and between Maurice P. Andrien, Jr. ("YOU") and SunSource, Inc., a Delaware corporation (the "COMPANY") and will be effective as of the "EFFECTIVE DATE" as stated in...Employment Agreement • July 11th, 2001 • Sunsource Inc • Wholesale-machinery, equipment & supplies • Delaware
1 EXHIBIT E.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into by and between Stephen W. Miller ("YOU") and SunSource, Inc., a Delaware corporation (the "COMPANY") and will be effective as of the "EFFECTIVE DATE" as...Employment Agreement • July 11th, 2001 • Sunsource Inc • Wholesale-machinery, equipment & supplies • Delaware
1 EXHIBIT D.1 VOTING AND SUPPORT AGREEMENT AGREEMENT, dated as of June 18, 2001 (this "Agreement"), by and among Allied Capital Corporation, a Maryland corporation ("Acquiror"), and the persons set forth on Schedule 1 hereto (collectively, the...Voting and Support Agreement • July 11th, 2001 • Sunsource Inc • Wholesale-machinery, equipment & supplies • Delaware
June __, 2001Equity Purchase Agreement • July 11th, 2001 • Sunsource Inc • Wholesale-machinery, equipment & supplies
