Maxco, Inc.



 


EXHIBIT 10.26



November 8, 2002



Mr. Vincent Shunsky

Treasurer

Maxco, Inc.

1118 Centennial Way

P.O. Box 80737

Lansing, Michigan 48908-0737







	
	     RE: FINANCING ARRANGEMENTS AMONG COMERICA BANK (“BANK”), MAXCO,
INC. (“BORROWER”), ERSCO CORPORATION, PAK-SAK INDUSTRIES, INC. AND MAX A. COON (“GUARANTORS”)



Dear Mr. Shunsky:



     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.





     Pursuant to Section 2.8.1 of the Loan Agreement, Borrower was provided the
right to permanently reduce the Commitment Amount by multiples of $500,000, by
providing Bank five (5) days written notice. In addition, Section 9.3 of the
Loan Agreement provides that Borrower and Bank may amend the Loan Agreement by
a written instrument executed by both parties. Consistent with these provisions
of the Loan Agreement, Borrower and Bank are desirous of amending the Loan
Agreement for the purpose of causing the Commitment Amount to be immediately
reduced to $11,700,000 from the $18 Million level currently provided for in the
Loan Agreement.





     Therefore, Borrower and Bank hereby agree that, notwithstanding anything
in the Loan Agreement to the contrary, the definitions of “Advance Formula
Agreement” and “Commitment Amount” set forth in Sub-Section 1.1 of Section 1 of
the Loan Agreement hereby deleted in their entirety and replaced by the
following:






		
	 	     “Advance Formula Agreement” shall mean that certain Advance
Formula Agreement between Borrower and the Bank of dated November 8,
2002.




		
	 	     “Commitment Amount” shall mean $11,700,000 (or such lesser
amount to which the Commitment Amount may be reduced by Borrower
from time to time under













 



		
	 	     Section 2.8.1 of this Agreement), subject to
the terms, limitations and conditions of the Advance Formula
Agreement.”



     Except as in this Letter Agreement, neither the execution of this Letter
Agreement by Bank, nor any other act or omission by Bank in connection
herewith, shall be deemed an express or implied waiver by Bank of any Event of
Default under the Loan Agreement.





     Except as specifically modified hereby, the terms and conditions of the
Loan Agreement and the Notes, as the same may be amended from time to time,
remain in full force and effect and the undersigned hereby ratify and agrees to
be bound by the terms of the Loan Agreement as hereby amended.






	 	 
	 	Very truly yours,
	 	 
	 	COMERICA BANK
	 	 
	 	By:      
	 	

	 	          Its      
	 	





ACKNOWLEDGED AND AGREED:




“BORROWER”

Maxco, Inc.





	 	 	 
	By /s/ Vincent Shunsky


	 	
Date 11-8-02                    
	          Its Vice President	 	 
	 
	“GUARANTORS”	 	 
	 
	Ersco Corporation	 	
Pak-Sak Industries, Inc.
	 
	By: /s/ Vincent Shunsky



       Vincent Shunsky

       Its: Treasurer	 	
By: /s/ Vincent Shunsky



       Vincent Shunsky

       Its: Treasurer
	 
	Date 11-8-02                    	 	
Date 11-8-02                    
	 
	 
	 
	/s/ Max A. Coon



Max A. Coon	 	
Date 11-8-02