0001144204-11-009053 Sample Contracts

LINE OF CREDIT AGREEMENT
Line of Credit Agreement • February 15th, 2011 • 84 Financial, L.P. • West Virginia

This Line of Credit Agreement ("Agreement"), dated as of the 3rd day of October, 2005, by and between HARDY CREDIT CO., a Pennsylvania limited partnership ("Borrower"),

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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 15th, 2011 • 84 Financial, L.P.

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of January, 2007 by and between HARDY CREDIT CO., a Pennsylvania limited partnership (the “Company”), and 84 LUMBER COMPANY, a Pennsylvania limited partnership (“Manager”).

AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF 84 FINANCIAL L.P.
Amendment to Agreement of Limited Partnership • February 15th, 2011 • 84 Financial, L.P. • Delaware

THIS AMENDMENT (the “Amendment”) is made and entered into as of the 19th day of August, 2010 by and among the undersigned Partners of 84 FINANCIAL L.P, a Delaware limited partnership (the “Partnership”).

FOURTH LOAN MODIFICATION AGREEMENT
Fourth Loan Modification Agreement • February 15th, 2011 • 84 Financial, L.P.

THIS AGREEMENT, Made and entered into as of this 15th day of April, 2008, by and between HARDY CREDIT CO. (the "Borrower") and UNITED BANK, INC. ("Bank").

MASTER LOAN MODIFICATION AGREEMENT
Master Loan Modification Agreement • February 15th, 2011 • 84 Financial, L.P.

THIS AGREEMENT, Made and entered into as of this 22nd day of July, 2010, by and between HARDY CREDIT CO. (the "Borrower") and UNITED BANK, INC. ("Bank"), and consented to and acknowledged by COMMUNITY BANK, formerly Community Bank, N.A., as a participant bank.

MASTER LOAN MODIFICATION AND LIEN PRIORITY AGREEMENT
Master Loan Modification and Lien Priority Agreement • February 15th, 2011 • 84 Financial, L.P.

THIS AGREEMENT, Made and entered into as of this 30th day of September, 2008, by and between HARDY CREDIT CO. (the "Borrower") and UNITED BANK, INC. ("Bank"), and consented to and acknowledged by COMMUNITY BANK, N.A., as a participant bank.

AGREEMENT OF MASTER LEASE
Master Lease Agreement • February 15th, 2011 • 84 Financial, L.P. • Pennsylvania

PIERCE HARDY LIMITED PARTNERSHIP, a limited partnership organized and existing under the laws of the Commonwealth of Pennsylvania, with an address of 1019 Route 519, Eighty Four, Pennsylvania 15330 (“PHLP”), HARDY MANAGEMENT COMPANY, INC., a corporation organized and existing under the laws of the State of Nevada, with an address of 1019 Route 519, Eighty Four, Pennsylvania 15330 (“HMC”), HARDY CREDIT CO., a limited partnership organized and existing under the laws of the Commonwealth of Pennsylvania, with an address of 1019 Route 519, Eighty Four, Pennsylvania 15330 (“HCC”), HARDY MANAGEMENT COMPANY, LLC, a limited liability company organized and existing under the laws of the State of Nevada with an address of 1019 Route 519, Eighty Four, Pennsylvania 15330 (“HMCLLC”) and HARDY-MALEY HOLDINGS, LLC, a limited liability company organized and existing under the laws of the Commonwealth of Pennsylvania with an address c/o 1019 Route 519, Eighty Four, Pennsylvania 15330 (“HMH”)(PHLP toget

LINE OF CREDIT AND LETTER OF CREDIT AGREEMENT
Line of Credit and Letter of Credit Agreement • February 15th, 2011 • 84 Financial, L.P. • Virginia

This Line of Credit and Letter of Credit Agreement ("Agreement"), dated as of the 14th day of March, 2003, by and between HARDY CREDIT CO., a Pennsylvania limited partnership ("Borrower"),

AGREEMENT OF LIMITED PARTNERSHIP OF 84 FINANCIAL L.P.
Partnership Agreement • February 15th, 2011 • 84 Financial, L.P. • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") of 84 Financial L.P. (the “Partnership”) is made and entered into as of the 19th day of August, 2010, by and between 84 LADC, LLC, a Pennsylvania limited liability company (the “Company”), as the general partner (hereinafter, along with any additional general partners that may be added, the "General Partners"), and 84 Lumber Company, a Pennsylvania limited partnership (“84 Lumber”), as the limited partner (said limited partner, along with any additional limited partners that may be added, hereinafter referred to as the "Limited Partners").

FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 15th, 2011 • 84 Financial, L.P.

WHEREAS, Company and Manager executed that certain Management services Agreement dated as of January 1, 2007 (the “Agreement”); and

LANDLORD FORBEARANCE AGREEMENT
Forbearance Agreement • February 15th, 2011 • 84 Financial, L.P. • New York

This FORBEARANCE AGREEMENT, dated as of _________, 2009 (this “Agreement”), is made by and among Thomas and Juanita Spatola, husband and wife (“Landlord”), Pierce Hardy Limited Partnership, a Pennsylvania limited partnership (“Tenant”), ABLECO FINANCE LLC, a Delaware limited liability company, as collateral and administrative agent (in such capacity, “Ableco”), and SUNTRUST BANK, as administrative agent and a co-collateral agent (in such capacity, “SunTrust”).

REDACTED – AS FILED [Portions of this Exhibit have been omitted pursuant to a Request for Confidential Treatment]
Confidentiality Agreement • February 15th, 2011 • 84 Financial, L.P. • Ohio

THIS AGREEMENT (this "Agreement") is made and entered into as of the 6th day of October, 2005, by and between [+]*, a federal savings bank (together with its successors and assigns "[+]*"), HARDY CREDIT CO., 1019 Rt. 519, Eighty Four, Pennsylvania 15330, a Pennsylvania limited partnership (together with its successors and assigns "Hardy Credit"), and 84 LUMBER COMPANY, 1019 Rt. 519, Eighty Four, Pennsylvania 15330, a Pennsylvania limited partnership (together with its successors and assigns "84 Lumber").

AGREEMENT OF SALE
Agreement of Sale • February 15th, 2011 • 84 Financial, L.P.

MECHANICS’ LIENS: No unpaid improvements, alterations or repairs that might form the basis of mechanics’ liens have been made to the Property, nor has Seller signed or agreed to any contract for such work or services, nor has Seller been notified of any money owed for such work or services;

LEASE
Lease Agreement • February 15th, 2011 • 84 Financial, L.P.

AGREEMENT OF LEASE, made effective this 1st day of July , 2009, by and between NTS Victor Properties, LLC, a Florida limited liability company with an address of 255 Stonewell Dr., Jacksonville, FL 32259, hereinafter called “Lessor”

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