Maxco, Inc.



 



EXHIBIT 10.29



OBLIGOR ASSIGNMENT AGREEMENT



     This ASSIGNMENT AGREEMENT (“Assignment”) dated November 14, 2002 (the
“Effective Date”) is made among CONTRACTOR SUPPLY INCORPORATED, an Indiana
corporation (“Contractor Supply”), MAXCO, INC., a Michigan corporation
(“Maxco”) and ERSCO CORPORATION, a Michigan corporation (“Ersco”).





RECITALS:



     A.     Maxco is the obligor under certain promissory notes originally payable
to the order of Comerica Bank (“Bank”) which are listed and detailed on Exhibit
A attached hereto (the “Assigned Notes”).





     B.     The outstanding principal balance due under each of the Assigned Notes
as of November 12, 2002 is set forth on Exhibit A.





     C.     The Assigned Notes were assigned from Bank to Contractor Supply by
Assignment Agreement dated November 14, 2002. Bank also assigned the related
guaranty, security agreement and UCC financing statement (the “Assigned
Documents”).





     D.     Maxco, Ersco, Contractor Supply and Ambassador are parties to a Stock
Purchase Agreement dated November 14, 2002 (the “Purchase Agreement”) whereby
Contractor Supply purchased all of the stock of Ersco from Maxco. The
representations and warranties, and the provisions regarding indemnification
and resolution of conflict in the Purchase Agreement shall be incorporated by
reference into this Assignment.





     E.     As a part of the transactions under the Purchase Agreement, Maxco is
assigning its obligations and liabilities under each of the Assigned Notes to
Ersco, and Contractor Supply is consenting to that Assignment.





     In consideration of the premises and the mutual promises contained herein
the parties agree as follows:





     1.     Subject to the terms and conditions of this Agreement:





          (a)  Maxco hereby assigns to Ersco, and Ersco hereby accepts from Maxco,
all of Maxco’s rights, liabilities and obligations as obligor in and to the
Assigned Notes.





          (b)  Ersco assumes all of Maxco’s rights, obligations and duties with
regard to the Assigned Notes as of the Effective Date of the Assignment.





–1–







 


          (c)  The Assignment of the Assigned Notes is made by Maxco on a quit claim
basis and without recourse of any type or kind to Maxco, and without any
representation or warranty of any kind by Maxco, whether express or implied, in
fact or in law.





     2.     Notwithstanding anything contained in the Assigned Notes or the
Assigned Documents to the contrary or otherwise, the obligations of Maxco and
any guarantors other than Ersco under the Assigned Notes and Assigned Documents
are hereby fully and completely released , it being the intention of the
parties that the Retained Documents shall, as of the Effective Date, serve to
guaranty and secure only the Retained Notes.





     3.     Contractor Supply hereby unconditionally guarantees the payment and
performance of Ersco under this Assignment.





     4.     Contractor Supply hereby acknowledge and approve the transactions
contemplated by this Assignment, and the acknowledgments, waivers and releases
contained in this Agreement.





     5.     The agreements, representations and warranties of the parties shall
survive the consummation of the Assignment.





     6.     This Agreement shall be governed by and construed in accordance with
the laws of the State of Michigan without reference to conflicts of laws.





     7.     This Agreement and the Purchase Agreement sets forth the entire
agreement and understanding of the parties, and supersedes all prior agreements
and understandings between the parties with respect to the assignment of the
Assigned Notes, Assigned Documents and other matters reflected herein. This
Agreement shall be binding on, and inure to the benefit of, the parties and
their successors and permitted assigns.





     8.     This Assignment may be signed by facsimile signatures and in
counterparts, each of which shall be an original and all of which taken
together shall constitute one agreement.





     9.     This Assignment may not be amended, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.





–2–







 


     IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
of the Effective Date.





	 	 	 
	Maxco, Inc.	 	
Ersco Corporation
	 
	By: /s/ Max A. Coon



Max A. Coon, President	 	
By: /s/ Max A. Coon



Max A. Coon, Chairman of the Board
	 
	Contractor Supply Incorporated	 	 
	 
	By: /s/ Daryle L. Doden



Daryle L. Doden, President	 	 





–3–