0000950109-03-001948 Sample Contracts

MODIFICATION AGREEMENT
Modification Agreement • March 31st, 2003 • Berger Holdings LTD • Sheet metal work • Pennsylvania

This Amendment and Modification Agreement (this “Agreement”), dated as of January 31, 2003, is made by and between Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”), and Argosy Investment Partners, L.P., a Pennsylvania limited partnership (“Argosy”).

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SECOND AMENDMENT AND MODIFICATION TO LOAN AGREEMENT
Loan Agreement • March 31st, 2003 • Berger Holdings LTD • Sheet metal work • Pennsylvania

THIS SECOND AMENDMENT AND MODIFICATION TO LOAN AGREEMENT (the “Amendment”) is made effective as of January 31, 2003 by and among BERGER HOLDINGS, LTD., a Pennsylvania corporation (“BHL”), BERGER FINANCIAL CORP., a Delaware corporation (“BFC”), BERGER BROS COMPANY., a Pennsylvania corporation (“BBC”), COPPER CRAFT, INC., a Texas corporation (“CCI”), WALKER METAL PRODUCTS, INC., a Georgia corporation (“WMPI”)(BHL, BFC, BBC, CCI and WMPI being each individually referred to as a “Borrower” and collectively as the “Borrowers”) and WACHOVIA BANK, NATIONAL ASSOCIATION(“Bank”).

BERGER HOLDINGS, LTD. AMENDED AND RESTATED STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2003 • Berger Holdings LTD • Sheet metal work

This AGREEMENT, made as of ____________, between Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”) and [NAME] (“Optionee”) supersedes and replaces all other contracts and agreements between the Optionee and the Company relating to the grant of stock options, including but not limited to that certain Amended and Restated Stock Option Agreement dated as of August 19, 1996 and that certain Stock Option Agreement, dated May 1, 1995, by and between the Company and the Optionee:

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