0001140361-10-011160 Sample Contracts

Wells Fargo Bank, National Association New York, New York 10018 March 4, 2010
Subordination Agreement • March 10th, 2010 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • Texas

This letter agreement (this “Agreement”) amends and restates in its entirety that certain letter agreement dated August 9, 2005 among Goodman Company, L.P., Goodman Manufacturing Company, L.P. and Goodman Sales Company (collectively referred to herein as “Consignor”), Universal Supply Group, Inc. (“Company”) and Wells Fargo Bank, National Association (“Wells Fargo”).

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Credit and Security Agreement • March 10th, 2010 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

FOURTH AMENDMENT, dated as of March 4, 2010 (this “Amendment”), to and under CREDIT AND SECURITY AGREEMENT, dated as of July 28, 2004 (as amended, modified, supplemented or restated from time to time from time to time, the “Credit Agreement”), among THE RAL SUPPLY GROUP, INC., a New York corporation (both in its original capacity as a party thereto and as successor-by-merger to American/Universal Supply, Inc., a New York corporation), UNIVERSAL SUPPLY GROUP, INC., a New York corporation, and S&A SUPPLY, INC. (formerly known as S&A Purchasing Corp.), a New York corporation (collectively, the “Borrowers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division, as successor to Wells Fargo Business Credit, Inc. (the “Lender”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

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