ARTICLE I DEFINITIONS SECTION 1.1 Certain Definitions........................................... 1 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME SECTION 2.1 The Merger.................................................... 2 SECTION 2.2...Agreement and Plan of Merger • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
EXHIBIT 10.8 STOCKHOLDERS AGREEMENTStockholders Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
RECITALSExecutive Employment Agreement • September 1st, 1998 • Century Maintenance Supply Inc
TrusteeCentury Maintenance Supply Inc • September 1st, 1998 • New York
EXHIBIT 10.1 CONFORMED COPY CREDIT AGREEMENT dated as of July 8, 1998Credit Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
1. Option; Number of Shares; Price. The Company hereby grants to ------------------------------- Optionee the right (the "Option") to purchase up to a maximum of _______ shares (the "Shares") of the Common Stock, at a purchase price of____ per share...Nonqualified Stock Option Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
RECITALSEmployment Agreement • September 1st, 1998 • Century Maintenance Supply Inc
Capitalized terms used herein without definition have the respective meanings assigned to them in the Final Memorandum. 1. Representations and Warranties. The Company represents and ------------------------------- warrants to, and agrees with, the...Purchase Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
RECITALSNon-Competition Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Texas
ARTICLE IRegistration Rights Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
BETWEENStockholders' Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
New York, New York July 8, 1998 Salomon Smith Barney Salomon Brothers Inc c/o Salomon Brothers Inc Seven World Trade Center New York, New York 10048 Ladies and Gentlemen: Century Maintenance Supply, Inc., a Delaware corporation (the "Company")...Registration Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
EXHIBIT 10.11 STOCK SUBSCRIPTION AGREEMENT THIS STOCK SUBSCRIPTION AGREEMENT (the "Subscription Agreement") is made as of this 8th day of July, 1998 by and among CENTURY MAINTENANCE SUPPLY, INC., a corporation organized and existing under the laws of...Stock Subscription Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
EXHIBIT 10.5 INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of July 8, 1998, among CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "Borrower"), each Subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary...Subrogation and Contribution Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
EXHIBIT 10.15 CENTURY MAINTENANCE SUPPLY, INC. NON-QUALIFIED STOCK OPTION AGREEMENT CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "COMPANY"), hereby grants to _____________ (the "OPTIONEE") a non-qualified stock option (the "OPTION")...Qualified Stock Option Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
ARTICLE IPreferred Stock Registration Rights Agreement • September 1st, 1998 • Century Maintenance Supply Inc • Delaware
EXHIBIT 10.2 SECURITY AGREEMENT dated as of July 8, 1998, among CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary...Security Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
EXHIBIT 10.3 PLEDGE AGREEMENT dated as of July 8, 1998, among CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "Borrower"), each Subsidiary of the Borrower listed on Schedule I hereto (each such Subsidiary individually a "Subsidiary...Pledge Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
DESCRIPTION OF 13 1/4% SERIES A SENIOR EXCHANGEABLE PIK PREFERRED STOCK ("PREFERRED STOCK"): ---------------------------------------------------------- ------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF NUMBER OF SHARES...Special Payment Instructions Special Delivery Instructions • September 1st, 1998 • Century Maintenance Supply Inc
EXHIBIT 10.4 SUBSIDIARY GUARANTEE AGREEMENT dated as of July 8, 1998, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a "Guarantor" and collectively, the "Guarantors") of CENTURY MAINTENANCE SUPPLY, INC.,...Subsidiary Guarantee Agreement • September 1st, 1998 • Century Maintenance Supply Inc • New York
