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 10.7
THIRD PURCHASE AGREEMENT AMENDMENT
Third Amendment dated March 31, 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 a Second
Purchase Agreement Amendment on February 28, 1995 (the "Second Purchase
Agreement Amendment") ;
WHEREAS, the Sellers and the Buyer wish to clarify two
further items prior to the Closing; and
WHEREAS, capitalized terms used herein shall have the meanings set
forth in the Agreement.
NOW, THEREFORE, the Agreement, the Purchase Agreement Amendment and
the Second Purchase Agreement Amendment are hereby amended as follows:
1. The parties acknowledge and agree that a collective bargaining
agreement relating to Sellers' warehousemen employees at its Columbus, Ohio
distribution facility is now under negotiation, and the existence of such
negotiation shall not constitute a breach of the Agreement by the Sellers.
2. As of the date hereof Sellers have delivered to the Buyer updated
Schedules, as that term is defined in Section 1.2 of the Agreement. All such
Schedules will be deemed to be updated to the date hereof, unless otherwise
noted on the relevant Schedule. With respect to those Schedules not updated to
the date hereof, Sellers will, as quickly as reasonably possible after the
Closing, deliver to the Buyer Schedules updated to the date hereof. All changes
in such updated Schedules delivered after the Closing from Schedules delivered
prior to the Closing shall reflect only transactions which have occurred in the
ordinary course of the Business.
3. With respect to the inventory of the Business located at Trident
Seafoods Corporation ("Trident"), Sellers shall, no later than May 15, 1995,
either (i) cause Trident to enter into agreements with the Buyer establishing
ownership and control of such inventory by the Buyer, the first priority (except
with respect to liens caused by the Buyer) of the security interest in such
inventory granted to the Buyer's secured lenders; and the terms on which such
inventory is stored by Trident, all on terms reasonably satisfactory to the
Buyer and its secured lenders or (ii) cause such inventory to be moved to a
storage facility reasonably satisfactory to the Buyer. If the Sellers do not
satisfy the requirements of the preceding sentence, or if any of the inventory
referred to in the preceding sentence cannot be accounted for at the end of the
period referred to therein, the Buyer may elect, by notice to the Sellers, to
exclude the inventory referred to in that sentence, or the inventory not
accounted for, from the Assets sold to the Buyer pursuant to the Agreement.
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 |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 9/6/96 | | | | | | | None on these Dates |
| | 5/15/95 | | 2 |
| | 3/31/95 | | 1 |
| | 2/28/95 | | 1 |
| | 2/24/95 | | 1 |
| | 11/10/94 | | 1 |
| List all Filings |
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