0000950124-02-003653 Sample Contracts

ASSIGNMENT AGREEMENT
Assignment Agreement • November 25th, 2002 • Maxco Inc • Wholesale-miscellaneous nondurable goods

This ASSIGNMENT AGREEMENT (“Assignment”) dated November 13, 2002 (the “Effective Date”) is made among COMERICA BANK, a Michigan banking corporation (“Bank”), CONTRACTOR SUPPLY INCORPORATED, an Indiana corporation (“Contractor Supply”), MAXCO, INC., a Michigan corporation (“Maxco”), ERSCO CORPORATION, a Michigan corporation (“Ersco”), PAK-SAK, INC., a Michigan corporation (“Pak-Sak”), MAX A. COON (“Mr. Coon”) and AMBASSADOR STEEL CORPORATION, an Indiana corporation (“Ambassador”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 25th, 2002 • Maxco Inc • Wholesale-miscellaneous nondurable goods • Michigan

THIS AGREEMENT is made effective at 12:01 a.m. on November 14, 2002 (“Effective Date”), between Ersco Corporation a Michigan corporation, (“Seller”), Maxco, Inc., a Michigan Corporation (the “Seller Shareholder”) (collective referred to as “Seller Parties”) and Contractor Supply Incorporated, an Indiana corporation (“Buyer”). (“Agreement”)

November 8, 2002
Loan Agreement • November 25th, 2002 • Maxco Inc • Wholesale-miscellaneous nondurable goods

Reference is made to the Amended and Restated Loan Agreement dated September 30, 1996, as amended by First Amendment thereto dated as of August 1, 1997, as further amended by Second Amendment thereto dated as of June 24, 1998, as further amended by Third Amendment thereto dated as of September 24, 1998, as further amended by Fourth Amendment thereto dated as of June 22, 1999, as further amended by Fifth Amendment thereto dated as of September l, 1999, as further amended by Sixth Amendment thereto dated as of July 12, 2000, as further amended by Seventh Amendment dated as of January 11, 2001, as further amended by Eighth Amendment dated as of March 19, 2001, as further amended by Ninth Amendment dated as of October 1, 2001, and as further amended by Tenth Amendment dated February 19, 2002 (the “Loan Agreement”). All capitalized terms not defined in this letter agreement (“Letter Agreement”) shall have the meanings described in the Loan Agreement.

OBLIGOR ASSIGNMENT AGREEMENT
Obligor Assignment Agreement • November 25th, 2002 • Maxco Inc • Wholesale-miscellaneous nondurable goods • Michigan

This ASSIGNMENT AGREEMENT (“Assignment”) dated November 14, 2002 (the “Effective Date”) is made among CONTRACTOR SUPPLY INCORPORATED, an Indiana corporation (“Contractor Supply”), MAXCO, INC., a Michigan corporation (“Maxco”) and ERSCO CORPORATION, a Michigan corporation (“Ersco”).

November 13, 2002
Loan Agreement • November 25th, 2002 • Maxco Inc • Wholesale-miscellaneous nondurable goods

Reference is made to the Amended and Restated Loan Agreement dated September 30, 1996, as amended by First Amendment thereto dated as of August 1, 1997, as further amended by Second Amendment thereto dated as of June 24, 1998, as further amended by Third Amendment thereto dated as of September 24, 1998, as further amended by Fourth Amendment thereto dated as of June 22, 1999, as further amended by Fifth Amendment thereto dated as of September 1, 1999, as further amended by Sixth Amendment thereto dated as of July 12, 2000, as further amended by Seventh Amendment dated as of January 11, 2001, as further amended by Eighth Amendment dated as of March 19, 2001, as further amended by Ninth Amendment dated as of October 1, 2001, and as further amended by Tenth Amendment dated February 19, 2002 (the “Loan Agreement”). The Loan Agreement was further amended by a letter agreement dated as of November 8, 2002. All capitalized terms not defined in this letter agreement (“Letter Agreement”) shall

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