Maxco, Inc.



 



EXHIBIT 10.27



November 13, 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”), 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 1, 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”). The Loan Agreement
was further amended by a letter agreement dated as of November 8, 2002. 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 $1,300,000 from the $11,700,000 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
13, 2002.




		
	 	     “Commitment Amount” shall mean $1,300,000 (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.”



     Notwithstanding any provision contained in the Loan Agreement, as amended,
to the contrary, it is specifically acknowledged and agreed by Borrower and
Bank that all of the outstanding Letters of Credit issued by the Bank in favor
of Borrower (or any Subsidiary) as of the date of this Letter Agreement (an
aggregate of approximately $475,000) shall be excluded from the amount of the
Revolving Loans in applying the restrictions and limitations established by the
Commitment Amount and 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: /s/ David
Grantham               
	 
	       Its
Vice
President               




	 	 	 
	ACKNOWLEDGED AND AGREED:	 	 
	 
	“BORROWER”
Maxco, Inc.	 	 
	 
	/s/ Max A. Coon



          Its President	 	
Date   November 13,
2002          

 
	 
	“GUARANTORS”	 	 
	 
	Pak-Sak Industries, Inc	 	 
	 
	By:  /s/ Max A. Coon



     Max A. Coon

     Its: Secretary	 	 
	 
	Date   November 13,
2002          	 	 
	 
	/s/ Max A. Coon



Max A. Coon	 	
Date November 13,
2002