ARTICLE I DEFINITIONS SECTION 1.1 Certain Definitions........................................... 1 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME SECTION 2.1 The Merger.................................................... 2 SECTION 2.2...Merger Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
EXHIBIT 10.8 STOCKHOLDERS AGREEMENTStockholders Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
RECITALSExecutive Employment Agreement • September 1st, 1998 • Century Maintenance Supply Inc
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
Capitalized terms used herein without definition have the respective meanings assigned to them in the Final Memorandum. 1. Representations and Warranties. The Company represents and ------------------------------- warrants to, and agrees with, the...Purchase Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
1. Option; Number of Shares; Price. The Company hereby grants to ------------------------------- Optionee the right (the "Option") to purchase up to a maximum of _______ shares (the "Shares") of the Common Stock, at a purchase price of____ per share...Nonqualified Stock Option Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
EXHIBIT 10.1 CONFORMED COPY CREDIT AGREEMENT dated as of July 8, 1998Credit Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
RECITALSNon-Competition Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Texas
EXHIBIT 10.15 CENTURY MAINTENANCE SUPPLY, INC. NON-QUALIFIED STOCK OPTION AGREEMENT CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "COMPANY"), hereby grants to _____________ (the "OPTIONEE") a non-qualified stock option (the "OPTION")...Non-Qualified Stock Option Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
BETWEENStockholders' Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
New York, New York July 8, 1998 Salomon Smith Barney Salomon Brothers Inc c/o Salomon Brothers Inc Seven World Trade Center New York, New York 10048 Ladies and Gentlemen: Century Maintenance Supply, Inc., a Delaware corporation (the "Company")...Registration Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
ARTICLE IRegistration Rights Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
EXHIBIT 10.11 STOCK SUBSCRIPTION AGREEMENT THIS STOCK SUBSCRIPTION AGREEMENT (the "Subscription Agreement") is made as of this 8th day of July, 1998 by and among CENTURY MAINTENANCE SUPPLY, INC., a corporation organized and existing under the laws of...Stock Subscription Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
EXHIBIT 10.5 INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of July 8, 1998, among CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "Borrower"), each Subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary...Indemnification & Liability • September 1st, 1998 • Century Maintenance Supply Inc • New York
DESCRIPTION OF 13 1/4% SERIES A SENIOR EXCHANGEABLE PIK PREFERRED STOCK ("PREFERRED STOCK"): ---------------------------------------------------------- ------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF NUMBER OF SHARES...Letter of Transmittal • September 1st, 1998 • Century Maintenance Supply Inc
EXHIBIT 10.2 SECURITY AGREEMENT dated as of July 8, 1998, among CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary...Security Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
ARTICLE IPreferred Stock Registration Rights Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
TrusteeExchange Indenture • September 1st, 1998 • Century Maintenance Supply Inc • New York
EXHIBIT 10.3 PLEDGE AGREEMENT dated as of July 8, 1998, among CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "Borrower"), each Subsidiary of the Borrower listed on Schedule I hereto (each such Subsidiary individually a "Subsidiary...Pledge Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
EXHIBIT 10.4 SUBSIDIARY GUARANTEE AGREEMENT dated as of July 8, 1998, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a "Guarantor" and collectively, the "Guarantors") of CENTURY MAINTENANCE SUPPLY, INC.,...Subsidiary Guarantee Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
