0001140361-11-049911 Sample Contracts

SUBORDINATION AGREEMENT
Subordination Agreement • October 20th, 2011 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

This SUBORDINATION AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made and entered into, as of October 18, 2011, by and among COLONIAL COMMERCIAL CORP., a New York corporation (“Debtor”), WILLIAM PAGANO, an individual (the “Subordinated Creditor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

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SUBORDINATION AGREEMENT
Subordination Agreement • October 20th, 2011 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

This SUBORDINATION AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made and entered into, as of October 18, 2011, by and among COLONIAL COMMERCIAL CORP., a New York corporation (“Debtor”), GOLDMAN ASSOCIATES OF NEW YORK, INC., a New York corporation (the “Subordinated Creditor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT
Intercreditor and Lien Subordination Agreement • October 20th, 2011 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT (“Agreement”) is dated as of October 18, 2011, between (i) KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), whose address is 127 Public Square, Cleveland, Ohio 44114 Attn: Asset Based Lending, and (ii) each of GOODMAN MANUFACTURING COMPANY, L.P., a Texas limited partnership, GOODMAN COMPANY, L.P., a Delaware limited partnership, and GOODMAN SALES COMPANY, a Texas corporation (collectively “Goodman”), whose address is 5151 San Felipe, Suite 500, Houston, Texas 77056. KeyBank and Goodman may sometimes be referred to collectively as the “Creditors”.

WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division
Colonial Commercial Corp • October 20th, 2011 • Wholesale-hardware & plumbing & heating equipment & supplies • New York

Re: Request of Company for termination of Credit and Security Agreement dated as of July 28, 2004 (as amended, the "Credit Agreement") and payment of all Obligations

CREDIT AND SECURITY AGREEMENT among COLONIAL COMMERCIAL CORP. UNIVERSAL SUPPLY GROUP, INC. THE RAL SUPPLY GROUP, INC. and S&A SUPPLY, INC. as Borrowers and KEYBANK NATIONAL ASSOCIATION as Lender dated as of October 18, 2011
Credit and Security Agreement • October 20th, 2011 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 18th day of October, 2011 among:

REVOLVING CREDIT NOTE
Colonial Commercial Corp • October 20th, 2011 • Wholesale-hardware & plumbing & heating equipment & supplies

FOR VALUE RECEIVED, the undersigned, COLONIAL COMMERCIAL CORP., a New York corporation, UNIVERSAL SUPPLY GROUP, INC., a New York corporation, THE RAL SUPPLY GROUP, INC., a New York corporation, and S&A SUPPLY, INC., a New York corporation (collectively, “Borrowers”, and individually, each a “Borrower”), jointly and severally, promise to pay, on the last day of the Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to the order of KEYBANK NATIONAL ASSOCIATION (“Lender”), at its main office at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other place as Lender shall designate, the principal sum of

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