<PAGE>
JOINDER AGREEMENT
This JOINDER AGREEMENT (the "AGREEMENT") dated as of April 14, 2000, is
executed by THE SALES FORCE COMPANIES, INC. (the "DEBTOR"), MARKETING
SPECIALISTS CORPORATION, MARKETING SPECIALISTS SALES COMPANY, PAUL INMAN
ASSOCIATES, INC., BROMAR, INC., the lenders party hereto (the "BANKS"), and THE
CHASE MANHATTAN BANK, in its capacity as administrative agent for the Banks (in
such capacity herein the "AGENT").
RECITALS:
The parties hereto, other than the Debtor, are parties to that certain
Credit Agreement dated as of March 30, 2000 (as amended by that certain First
Amendment to Credit Agreement dated as of April 14, 2000, and as the same has
been or may further be amended or modified, the "CREDIT AGREEMENT" and
capitalized terms not otherwise defined herein being used herein as defined in
the Credit Agreement) pursuant to which the Banks agreed to provide loans and
other financial accomodations to the Borrowers upon the term and conditions
contained therein.
As of April 14, 2000, Debtor, through a stock acquisition by MSSC,
became a wholly-owned indirect subsidiary of Parent along with certain of
Debtor's Subsidiaries (such Subsidiaries, collectively, the "INACTIVE
SUBSIDIARIES").
The parties hereto desire to join Debtor to the Credit Agreement as a
"Borrower" thereunder, to join Debtor to the Security Agreement as a "Debtor"
thereunder, and to join Debtor to the Intercreditor Agreement as a "Debtor"
thereunder, in accordance with the terms of this Agreement.
The parties hereto also desire to amend the Credit Agreement as set
forth in this Agreement.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agree as follows:
1. Debtor assumes all the obligations of a "Borrower" under the Credit
Agreement and agrees that it is a "Borrower" and bound as a "Borrower"
under the terms of the Credit Agreement as if it had been an original
signatory thereto.
2. Schedule 7.14 to the Credit Agreement is hereby amended and restated as set
forth on Schedule 7.14 hereto. Debtor and each existing Borrower (not
including Debtor) hereby
JOINDER AGREEMENT - Page 1
<PAGE>
confirms that the representations and warranties set forth in Article 7 of
the Credit Agreement (excluding, with respect to the Inactive Subsidiaries,
the representations and warranties set forth in Sections 7.1 and 7.14 and
excluding the representations and warranties set forth in Section 7.9) are
true and correct as of the date of this Agreement after giving effect to
the modifications in Schedule 7.14. Parent covenants that on or before July
1, 2000, it shall deliver to Agent a schedule in substantially the form of
Schedule 7.9 to the Credit Agreement setting forth the information therein
as of June 30, 2000, which schedule shall be certified by the Treasurer or
Chief Financial Officer of Parent as being true and correct as of such
date.
3. Sections 8.10(b) and (c) of the Credit Agreement are deleted in their
entireties and each Section is replaced with the following: "Intentionally
Deleted."
4. Debtor assumes all the obligations of a "Debtor" under the Security
Agreement and agrees that it is a "Debtor" and bound as a "Debtor" under
the terms of the Security Agreement as if it had been an original signatory
thereto. In furtherance of the foregoing, Debtor hereby assigns, pledges
and grants to the Agent a security interest in and lien on all of its
right, title and interest in and to its Collateral (as defined in the
Security Agreement and after giving effect to this Agreement) to secure the
Obligations (as defined in the Security Agreement) under the terms of the
Security Agreement.
5. Schedules 3.1, 3.2, and 3.3 of the Security Agreement are hereby amended to
add the information relating to Debtor set out on Schedules 3.1, 3.2, and
3.3 hereof. Debtor hereby confirms that the representations and warranties
applicable to it and its Collateral set forth in Article 3 of the Security
Agreement are true and correct after giving effect to such amendment to the
Schedules. Each Borrower (including Debtor) covenants that as soon as
possible in accordance with reasonably prudent business practices, but in
no event later than July 31, 2000, it shall close each of its deposit,
checking or other accounts, including, without limitation, the accounts
listed on Schedule 3.2 to the Security Agreement, as amended hereby, unless
such accounts are subject to agreements granting to the Agent control over
such accounts and also containing such other terms as the Agent may
reasonably require.
6. In furtherance of its obligations under SECTION 4.2 of the Security
Agreement but subject to SECTION 8.10 of the Credit Agreement, Debtor
agrees to execute and deliver such UCC financing statements naming the
Debtor as debtor, the Agent as secured party, and describing its Collateral
and such other documentation as the Agent may require to evidence, protect
and perfect the Liens created by the Security Agreement as modified hereby.
7. Debtor assumes all the obligations of a "Debtor" under the Intercreditor
Agreement and agrees that it is a "Debtor" and bound as a "Debtor" under
the terms of the Intercreditor Agreement as if it had been an original
signatory thereto.
JOINDER AGREEMENT - Page 2
<PAGE>
8. Each of the parties hereto consents to Debtor's being joined to the Credit
Agreement, the Security Agreement and the Intercreditor Agreement in
accordance with the terms of this Agreement and agrees that this Agreement
shall amend the Credit Agreement and the Security Agreement in accordance
with the terms hereof.
9. Agent, as Revolver Agent under the Intercreditor Agreement, (a) agrees that
this Agreement is sufficient in form and substance to join Debtor as a
"Debtor" under the Intercreditor Agreement; (b) consents to Debtor's being
joined as a "Debtor" under the Intercreditor Agreement; and (c) agrees,
represents and warrants that no further consent or approval of any Revolver
Lender (as defined in the Intercreditor Agreement) is ncessary to join
Debtor as a "Debtor" under the Intercreditor Agreement.
10. Debtor and each of the existing Borrowers agree that none of the Inactive
Subsidiaries now owns or hereafter will own any assets or is now liable for
or will hereafter incur any liabilities except as may be necessary for the
winding-up and dissolution or merger of each Inactive Subsidiary and that
each Inactive Subsidiary shall diligently and promptly be either dissolved
or merged into Debtor or MSSC.
11. Each Borrower hereby represents and warrants to Agent and the Banks as
follows: (a) after giving effect to this Agreement, no Default has occurred
and is continuing; (b) the execution, delivery and performance of this
Agreement has been duly authorized by all necessary action on the part of
such Borrower and does not and will not: (1) violate any provision of law
applicable to such Borrower, the certificate of incorporation, bylaws,
partnership agreement, membership agreement, or other applicable governing
document of such Borrower or any order, judgment, or decree of any court or
agency of government binding upon Borrower; (2) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a
default under any material contractual obligation of such Borrower; (3)
result in or require the creation or imposition of any material lien upon
any of the assets of such Borrower; or (4) require any approval or consent
of any Person under any material contractual obligation of Borrower; and
(c) the articles of incorporation, bylaws, partnership agreement,
certificate of limited partnership, membership agreement, articles of
organization or other applicable governing document of such Borrower and
the resolutions of such Borrower attached as Exhibits to the Certificate of
Secretary of such Borrower delivered in connection with the closing of the
Credit Agreement as of March 30, 2000, have not been modified or rescinded
and remain in full force and effect.
12. This Agreement shall be deemed to be part of, and a modification to, the
Credit Agreement, the Security Agreement and the Intercreditor Agreement
and shall be governed by all the terms and provisions of the Credit
Agreement, Security Agreement and the Intercreditor Agreement, which terms
are incorporated herein by reference, are ratified and confirmed and
JOINDER AGREEMENT - Page 3
<PAGE>
shall continue in full force and effect as valid and binding agreements of
Debtor enforceable against Debtor to the extent set forth herein. Each
Borrower, including Debtor as a Borrower, agrees (i) that the obligations,
indebtedness and liabilities of such Borrower arising under this Agreement
and the Notes executed pursuant hereto are "Obligations" as defined in the
Credit Agreement and (ii) that this Agreement and the Notes executed
pursuant hereto are "Loan Documents" as defined in the Credit Agreement.
13. The effectiveness of this Agreement is subject to the satisfaction of the
following conditions precedent:
a) The Agent shall have received all of the following, each dated (unless
otherwise indicated) the date of this Amendment, in form and substance
satisfactory to the Agent:
(i) RESOLUTIONS. Resolutions of the Board of Directors (or other similar
authorizing documents) of the Debtor certified by its Secretary, an
Assistant Secretary, or another authorized Person which authorize its
execution, delivery, and performance of this Agreement and the other Loan
Documents to which it is or is to be a party hereunder;
(ii) INCUMBENCY CERTIFICATE. A certificate of incumbency certified by the
Secretary, an Assistant Secretary or other authorized Person of the
Debtor certifying the names of its representatives who are authorized to
sign this Agreement and the Loan Documents to which it is or is to be a
party hereunder (including the certificates contemplated herein) together
with specimen signatures of each such officers;
(iii) ARTICLES OF INCORPORATION. The articles of incorporation, articles of
organization, certificate of limited partnership or similar governing
document, as applicable, of the Debtor certified by the Secretary of
State of the state of its incorporation or organization (or the other
appropriate governmental officials of its jurisdiction of organization)
and dated a current date;
(iv) BYLAWS. The bylaws of the Debtor certified by its Secretary, an Assistant
Secretary;
(v) GOVERNMENTAL CERTIFICATES. Certificates of the appropriate government
officials of the state of incorporation of the Debtor as to its existence
and good standing;
(vi) NEW NOTES. Three (3) Notes, one (1) each payable to the order of each
Bank in the principal amount of such Bank's Commitment as of the date
hereof, and otherwise in substantially the form of Exhibit A to this
Agreement;
(vii) ADDITIONAL INFORMATION. Agent shall have received such additional
documentation and information as Agent or its legal counsel, Jenkens &
Gilchrist, a Professional Corporation, may reasonably request, including,
without limitation, any documents, certificates or other
JOINDER AGREEMENT - Page 4
<PAGE>
items relating to the acquisition of Debtor and any documents,
certificates or other items requested pursuant to Section 8.10 of the
Credit Agreement; and
b) The representations and warranties contained herein and in all other Loan
Documents, as amended hereby, shall be true and correct in all material
respects as of the date hereof as if made on the date hereof, except for
such representations and warranties limited by their terms to a specific
date;
c) No Default shall have occurred and be continuing; and
d) All proceedings taken in connection with the transactions contemplated by
this Agreement and all documentation and other legal matters incident
thereto shall be reasonably satisfactory to Agent and its legal counsel,
Jenkens & Gilchrist, a Professional Corporation.
[Remainder of page intentionally left blank.]
JOINDER AGREEMENT - Page 5
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
DEBTOR:
THE SALES FORCE COMPANIES, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
BORROWERS:
MARKETING SPECIALISTS CORPORATION
MARKETING SPECIALISTS SALES COMPANY
By:
--------------------------------
Name:
------------------------------
Authorized Officer for the
above Borrowers
PAUL INMAN ASSOCIATES, INC.
BROMAR, INC.
By:
--------------------------------
Name:
------------------------------
Authorized Officer for the
above Borrowers
THE CHASE MANHATTAN BANK
individually as a Bank, as the Agent
and as the Revolver Agent
By:
--------------------------------
George Louis McKinley
Vice President
JOINDER AGREEMENT - Page 6
<PAGE>
CREDIT SUISSE/FIRST BOSTON
By:
--------------------------------
Name:
------------------------------
Title
-----------------------------
By:
--------------------------------
Name:
------------------------------
Title
-----------------------------
FLEET CAPITAL BANK
By:
--------------------------------
Hance VanBeber
Senior Vice President
By its execution below, First Union National Bank, as Term Loan
Agent under the Intercreditor Agreement, (a) agrees that this Agreement is
acceptable in form and substance to join Debtor as a "Debtor" under the
Intercreditor Agreement; (b) consents to Debtor's being joined as a "Debtor"
under the Intercreditor Agreement; and (c) agrees, represents and warrants
that no further consent or approval of any Term Lender (as defined in the
Intercreditor Agreement) is necessary to join Debtor as a "Debtor" under the
Intercreditor Agreement.
FIRST UNION NATIONAL BANK
By:
--------------------------------
Name:
------------------------------
Title
-----------------------------
JOINDER AGREEMENT - Page 7
<PAGE>
GUARANTOR CONSENT
By its execution below, the undersigned Richmont Capital Partners I,
L.P. ("Guarantor") hereby (i) consents and agrees to this Agreement; (ii) agrees
that the Loan Documents to which it is a party shall remain in full force and
effect and shall continue to be its legal, valid and binding obligations
enforceable against it in accordance with their respective terms; and (iii)
agrees that the obligations, indebtedness and liabilities of the Borrowers,
including Debtor, arising under this Agreement and the Notes executed pursuant
hereto are "Obligations" as defined in the Credit Agreement and "Guaranteed
Indebtedness" as defined in the Guaranty Agreement executed by it in favor of
Agent and the Banks dated as of March 30, 2000.
Guarantor hereby also represents and warrants to Agent and the Banks as
follows: (a) the execution, delivery and performance of this Agreement has been
duly authorized by all necessary action on the part of Guarantor and does not
and will not: (1) violate any provision of law applicable to such Guarantor, the
certificate of incorporation, bylaws, partnership agreement, membership
agreement, or other applicable governing document of Guarantor or Guarantor's
managing general partner or any order, judgment, or decree of any court or
agency of government binding upon Guarantor; (2) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any material contractual obligation of Guarantor; or (3) require any
approval or consent of any Person under any material contractual obligation of
Guarantor; and (b) the articles of incorporation, bylaws, partnership agreement,
certificate of limited partnership, membership agreement, articles of
organization or other applicable governing document of Guarantor and the
resolutions of Guarantor's general partners attached as Exhibits to Guarantor's
general partners' officers certificates delivered in connection with the closing
of the Credit Agreement as of March 30, 2000, have not been modified or
rescinded and remain in full force and effect.
RICHMONT CAPITAL PARTNERS I, L.P.
By: J.R. Investments Corp., its Managing
General Partner
By:
--------------------------------
Name:
------------------------------
Title
-----------------------------
JOINDER AGREEMENT - Page 8
<PAGE>
SCHEDULE 3.1
TO
JOINDER AGREEMENT
LOCATIONS
A. Chief Executive Office:
180 Hansen Court
Wood Dale, Illinois 60191-8004
DuPage County
B. Jurisdiction of Incorporation: Indiana
Inventory Locations:
<TABLE>
<CAPTION>
ADDRESS: LANDLORD:
-------- ---------
<S> <C>
180 Hansen Court Great Lakes REIT, Inc.
Wood Dale, IL 60191-8004 823 Conmmerce Drive, Suite 300
Oak Brook, IL
2504 W. Central Park Avenue Andy Bajc
Davenport, IA 52804 6232 Telegraph Road
Davenport, IA 52804
407 Pilot Court, Suite 100 Pilot Court Investments
Waukesha, WI 53188 407 Pilot Court, Suite 400
Waukesha, WI 53188
2905 W. Springfield Avenue Hallbeck Homes, Inc.
Champaign, IL 61821 4101 Fieldstone Road
Champaign, IL 61821
11071 Aurora Avenue R&R Realty Group
Des Moines, IA 50322 1280 Office Plaza Drive
West Des Moines, IA
8642 F Street NP Dodge Commercial
Omaha, NE 8710 Frederick Street
JOINDER AGREEMENT - Page 9
<PAGE>
Omaha, NE 68124
2812 W. 47th Street Bill Willson
Kansas City, KS 66013 9008 Outlook Drive
Overland Park, KS 66207
2219 12th St. North Darco Investments
Fargo, ND 58102 P.O. Box 1408
Fargo, ND 58107
5651 Broadmoor Mansell Baker
P.O. Box 758 10402 Century Lane
Shawnee Mission, KS 66202 Overland Park, KS 66215
3042 E. Elm Rick Gregg
Springfield, MO 65802 P.O. Box 366
Nixa, MO 65714
1919 N. Amidon, Suite 108 AJ Investments
Wichita, KS 66202 P.O. Box 14686
Shawnee Mission, KS 66285
630 N.E. 63rd Street Carl Wheeler
Oklahoma City, OK 73105 4240 Wake Forest Road
Edmund, OK 73034
7905 Golden Triangle Drive MEPC American Properties, Inc.
Suite 100 1550 Utica Avenue South, Suite 120
Eden Prairie, MN 55344 St. Louis Park, MN 55416
1024 Executive Parkway Drive MCG Partnership
St. Louis, MO 63141 1024 Executive Parkway
St. Louis, MO 63141
</TABLE>
Third Party Inventory Locations: None
Schedule 3.1 to Joinder Agreement - Page 2
<PAGE>
SCHEDULE 3.2
TO
JOINDER AGREEMENT
DEPOSIT, LOCKBOX, COMMODITY AND SECURITY ACCOUNTS
29-0947-9 Checking Account (Payroll)
29-0944-6 Checking Account (Disbursements)
29-0946-8 Checking Account (Lockbox)
58-00072877 Checking Account (Medical & Dental)
58-00093782 Checking Account (Vision)
Each of these accounts is with LaSalle National Bank
Schedule 3.1 to Joinder Agreement - Page 3
<PAGE>
SCHEDULE 3.3
TO
JOINDER AGREEMENT
PRIOR NAMES AND PREDECESSOR COMPANIES
I. Prior Names
Hoosier Brokerage Corporation
Seavey & Flarsheim Brokerage Company, Inc.
Sales Force Companies, Inc.
The Sales Force Companies, Inc.
Sales Force of Chicago
Sales Force of Peoria
S&F Brokerage Co. (not active)
Seavey & Flarsheim (not active)
Sales Force of Des Moines
Sales Force of Quad Cities
Sales Force of Kansas City
Sales Force of Springfield
Sales Force of St. Louis
Sales Force of Omaha
Sales Force of Fargo
Sales Force of Lyon (not active)
Sales Force of Minneapolis
Sales Force of Oklahoma City
Sales Force of Milwaukee
II. Predecessor Companies
None
Schedule 3.2 to Joinder Agreement, Solo Page
<PAGE>
SCHEDULE 7.14
TO
JOINDER AGREEMENT
LIST OF SUBSIDIARIES; LIST OF BORROWER SHAREHOLDERS
A. Wholly-owned Subsidiaries of Marketing Specialists Corporation.
<TABLE>
<S> <C>
1. MARKETING SPECIALISTS SALES COMPANY
Principal Address: 17855 Dallas Parkway, Suite 2000,
Dallas, Texas 75287
Location of Books and Records: 17855 Dallas Parkway, Suite 2000,
Dallas, Texas 75287
Authorized Stock: 10,000,000
Issued and Outstanding Stock: 137,635
Marketing Specialists Sales Company is not party to any
agreement providing for options, rights, rights of conversion,
redemption, purchase or repurchase, rights of first refusal
and similar rights relating to its Capital Stock.
2. PAUL INMAN ASSOCIATES, INC.
Principal Address: 17855 Dallas Parkway, Suite 2000,
Dallas, Texas 75287
Location of Books and Records: 17855 Dallas Parkway, Suite 2000,
Dallas, Texas 75287
Authorized Stock: 1,000 shares of Common Stock, $0.01 par value per share
Issued and Outstanding Stock: 1,000 shares of Common Stock
Paul Inman Associates, Inc. is not party to any agreement
providing for options, rights, rights of conversion,
redemption, purchase or repurchase, rights of first refusal
and similar rights relating to its Capital Stock.
B. Wholly-owned Subsidiaries of Marketing Specialists Sales Company
1. BROMAR, INC., a California corporation
Principal Address: 744 N. Eckhoff Street, Orange, CA 92868
Location of Books and Records: 17855 Dallas Parkway, Suite 2000,
Dallas, Texas 75287
Schedule 3.3 to Joinder Agreement, Solo Page
<PAGE>
Authorized Stock: 2,000,000 shares of Common Stock, no par value
Issued and Outstanding Stock: 1,000 shares of Common Stock
Bromar, Inc. is not party to any agreement providing for
options, rights, rights of conversion, redemption, purchase or
repurchase, rights of first refusal and similar rights
relating to its Capital Stock.
2. THE SALES FORCE COMPANIES, INC., an Indiana corporation
Principal Address: 180 Hansen Court, Wood Dale, IL 60191-8004
Location of Books and Records: 180 Hansen Court, Wood Dale, IL 60191-8004
Authorized Stock:
Issued and Outstanding Stock:
The Sales Force Companies, Inc. is not party to any agreement
providing for options, rights, rights of conversion,
redemption, purchase or repurchase, rights of first refusal
and similar rights relating to its Capital Stock.
</TABLE>
Schedule 7.14 to Joinder Agreement, Page 2
<PAGE>
EXHIBIT "A"
TO
MARKETING SPECIALISTS CORPORATION
JOINDER AGREEMENT
NOTE
----
Exhibit "A" to Joinder Agreement, Cover Page
<PAGE>
NOTE
----
$______________ April __, 2000
FOR VALUE RECEIVED, the undersigned, MARKETING SPECIALISTS
CORPORATION, a Delaware corporation, PAUL INMAN ASSOCIATES, INC., a Michigan
corporation, MARKETING SPECIALISTS SALES COMPANY, a Texas corporation,
BROMAR, INC., a California corporation and THE SALES FORCE COMPANIES, INC., a
Indiana corporation, (collectively, the "Borrowers"), hereby promise, jointly
and severally, to pay to the order of _________________________ (the "Bank"),
at Agent's Principal Office, in lawful money of the United States of America
and in immediately available funds, the principal amount of
_______________________________________________ and No/100 Dollars
($_____________) or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans made by the Bank to the Borrowers under the
Credit Agreement referred to below, on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount of each such Loan, at such office, in like money and funds, for the
period commencing on the date of such Loan until such Loan shall be paid in
full, at the rates per annum and on the dates provided in the Credit
Agreement.
The Borrowers hereby authorize the Bank to record in its records the
amount of each Loan and Type of Accounts established under each Loan and all
Continuations, Conversions and payments of principal in respect thereof,
which records shall, in the absence of manifest error, constitute prima facie
evidence of the accuracy thereof; PROVIDED, HOWEVER, that the failure to make
such notation with respect to any such Loan or payment shall not limit or
otherwise affect the obligations of the Borrowers under the Credit Agreement
or this Note.
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.
This Note shall be governed by and construed in accordance with the
laws of the State of New York and the applicable laws of the United States of
America.
Except for any notices expressly required by the Loan Documents, the
Borrowers and each obligor, surety, guarantor, endorser and other party ever
liable for payment of any sums of money payable on this Note jointly and
severally waive notice, presentment, demand for
Exhibit "A" to Joinder Agreement, Cover Page
<PAGE>
payment, protest, notice of protest and non-payment or dishonor, notice of
acceleration, notice of intent to accelerate, notice of intent to demand,
diligence in collecting, grace and all other formalities of any kind, and
consent to all extensions without notice for any period or periods of time
and partial payments, before or after maturity, and any impairment of any
collateral securing this Note, all without prejudice to the holder. The
holder shall similarly have the right to deal in any way, at any time, with
one or more of the foregoing parties without notice to any other party, and
to grant any such party any extensions of time for payment of any of said
indebtedness, or to release any such party or to release or substitute part
or all of the collateral securing this Note, or to grant any other
indulgences or forbearances whatsoever, without notice to any other party and
without in any way affecting the personal liability of any party hereunder.
This Note is given in amendment and restatement of that certain Note
dated March 30, 2000 (the "Original Note"), previously executed and delivered
to the Bank by the Borrowers other than the Sales Force Companies, Inc. in
the face amount of ____________. Concurrently with the execution of this
Note, the Sales Force Companies, Inc. is being joined to the Credit Agreement
as a "Borrower" therein. All indebtedness evidenced by the Original Note is
hereby renewed and is not extinguished by this Note and shall hereafter be
governed by and payable in accordance with the terms hereof.
MARKETING SPECIALISTS CORPORATION
MARKETING SPECIALISTS SALES COMPANY
By:
-------------------------------
Name:
--------------------------
Authorized Officer for the
above Borrowers
PAUL INMAN ASSOCIATES, INC.
BROMAR, INC.
By:
--------------------------------
Name:
---------------------------
Authorized Officer for the
above Borrowers
NOTE - Page 2
<PAGE>
THE SALES FORCE COMPANIES, INC.
By:
--------------------------------
Name:
---------------------------
Authorized Officer
NOTE - Page 3
