Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 112 656K
9: EX-10.10 Amendment No. 2 to Loan and Security Agreement 10 32K
10: EX-10.11 Pledge Agreement, Made as of March 31, 1995 17 46K
11: EX-10.12 Pledge Agreement, Made as of March 31, 1995 16 45K
12: EX-10.13 Subordination Agreement, Dated March 31, 1995 9 34K
13: EX-10.14 Unconditional Guaranty, Made March 31, 1995 12 35K
14: EX-10.15 Subordinated Note, Dated March 31, 1995 16 68K
15: EX-10.16 Subordinated Note, Dated March 31, 1995 11 45K
16: EX-10.17 Form of Distribution Agreement 19 54K
17: EX-10.18 Form of Amendment Agreement 15 24K
18: EX-10.19 Addendum to Form of Distribution Agreement 4 18K
19: EX-10.22 Employment Agreement:Adzia 9 40K
20: EX-10.23 Employment Agreement:Garcia De Quevedo 16 40K
21: EX-10.24 Employment Agreement: Andruskiewicz 9 39K
22: EX-10.25 Employment Agreement:Foley 13 38K
2: EX-10.3 Stock Subscription Warrant, Dated March 31, 1995 26 96K
3: EX-10.4 Agreement Dated November 10, 1994 88 268K
4: EX-10.5 Purchase Agreement Amendment Dated Feb. 24, 1995 25 72K
5: EX-10.6 Second Purchase Agreement Amendment 2 15K
6: EX-10.7 Third Purchase Agreement Amendment 2 14K
7: EX-10.8 Loan and Security Agreement Dated March 31, 1995 185 566K
8: EX-10.9 Amendment No. 1 to Loan and Security Agreement 8 26K
23: EX-21.1 Subsidiaries of the Company 1 8K
24: EX-23.1 Consent of Kpmg Peat Marwick LLP 1 9K
25: EX-23.2 Consent of Price Waterhouse LLP 1 8K
26: EX-27.1 Financial Data Schedule 1 11K
Exhibit 10.6
SECOND PURCHASE AGREEMENT AMENDMENT
Second Amendment dated February 28, 1995 to Agreement for the
Purchase and Sale of the National Accounts Division of the Martin-Brower Company
and Martin-Brower of Canada, Ltd. dated November 10, 1994 (the "Agreement")
among The Martin-Brower Company, a corporation organized under the laws of
Delaware and Martin-Brower of Canada, Ltd., a corporation organized under the
laws of Ontario, Canada (collectively the "Sellers") , and ProSource, Inc., a
corporation organized under the laws of Delaware (the "Buyer") .
WHEREAS, on November 10, 1994, the Sellers and the
Buyer entered into the Agreement;
WHEREAS, the Sellers and the Buyer entered into a Purchase Agreement
Amendment on February 24, 1995 (the "Purchase Agreement Amendment") ; and
WHEREAS, the Sellers and the Buyer wish to clarify two items
contained in the Purchase Agreement Amendment.
NOW, THEREFORE, the Agreement and the Purchase Agreement Amendment
are hereby amended as follows:
1. Paragraph 15 of the Purchase Agreement Amendment
is amended to read in its entirety as follows:
13.15 Right to Entertain Offers. Notwithstanding any other provision
of this Agreement, Sellers shall have the absolute right to entertain
discussions with respect to the sale of the Business with parties other than the
Buyer. Without limiting the generality of the foregoing, such right shall
include a right to provide any potential purchaser of the Business with any
documents, work papers and other materials in the possession of the Sellers
relating to the Business, whether or not confidential, so long as the provision
of such information is subject to comparable confidentiality limitations as
those set forth in Section 13.14 of this Agreement. The parties expressly agree
that entertainment of offers and provision of information by the Sellers in the
manner set forth herein shall not constitute a violation or breach of this
Agreement by the Sellers. In the event that prior to the Closing Date the
Sellers receive a bona fide offer from a financially responsible party to
purchase the Business at a price (and a cash component thereof) equal to or
greater than the Purchase Price (and the cash component thereof) pursuant to a
definitive agreement (the "Alternate Agreement") , Sellers shall have the
absolute right (the "Alternate Agreement Termination Right"), with no liability
to the Buyer, to give notice to
Buyer that this Agreement will terminate concurrently with the execution and
delivery of the Alternate Agreement on a date, not earlier that two Business
Days after such notice is given, specified in such notice unless Buyer receives
a definitive loan agreement or commitment letter as described in the following
sentence. Sellers' Alternate Agreement Termination Right shall terminate upon
receipt by Sellers of a copy of a definitive loan agreement or a commitment
letter in customary form from Buyer's bank for the financing required for the
acquisition of the Business. Termination of sellers' Alternate Agreement
Termination Right shall not be interpreted (a) to preclude or restrict Sellers'
right to entertain offers and provide information to potential purchasers of the
Business set forth in this Section 13.15, or (b) to extend the Termination Date
of this Agreement beyond March 31, 1995.
2. Subparagraph 7 under Covenants in Attachment to
Annex 1.1N of the Purchase Agreement Amendment is amended to read
in its entirety as follows:
7. Restrictions on transactions with affiliates, or investments in
other entities (whether in the form of loans or equity), excluding
the $792,796 per annum (subject to annual increase for increases in
the CPI) management fee to be paid by debtor to Onex Corporation, or
a subsidiary thereof, which would have the same effect as a
prohibited dividend.
SELLERS :
THE MARTIN-BROWER COMPANY
By:/s/ John C. Winton
--------------------------
Its: Sr. V.P. Finance
-------------------------
MARTIN-BROWER OF CANADA, LTD.
By:/s/ John C. Winton
--------------------------
Its: Director
-------------------------
BUYER:
PROSOURCE, INC.
By:/s/ D.R. Parker
--------------------------
Its: Chairman
-------------------------
-2-
Dates Referenced Herein
| Referenced-On Page |
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This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 9/6/96 | | | | | | | None on these Dates |
| | 3/31/95 | | 2 |
| | 2/28/95 | | 1 |
| | 2/24/95 | | 1 |
| | 11/10/94 | | 1 |
| List all Filings |
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