Unassociated Document


    

      Exhibit
10.8

      REDACTED
– AS FILED

      


      [Portions
of this Exhibit have been omitted pursuant

      


      to
a Request for Confidential Treatment]


      


      BRACKETS
“[ ]*” ARE USED TO INDICATE WHERE A PORTION OF THIS EXHIBIT HAS BEEN
OMITTED.  CROSSES “[+]*” ARE USED TO INDICATE WHERE THE NAME OF A
PARTY HAS BEEN REDACTED.

      


      CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.  A
COMPLETE COPY OF THIS EXHIBIT, CONTAINING ALL OF THE OMITTED PORTIONS, HAS BEEN
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION TOGETHER WITH THE
REQUEST FOR CONFIDENTIAL TREATMENT.

      


      AGREEMENT

      


      THIS AGREEMENT (this
"Agreement") is made and entered into as of the 6th day of October,
2005, by and between [+]*, a federal savings bank
(together with its successors and assigns "[+]*"), HARDY CREDIT CO., 1019
Rt. 519, Eighty Four, Pennsylvania  15330, a Pennsylvania limited
partnership (together with its successors and assigns "Hardy Credit"), and 84
LUMBER COMPANY, 1019 Rt. 519, Eighty Four, Pennsylvania  15330, a
Pennsylvania limited partnership (together with its successors and assigns "84
Lumber").

      


      RECITALS

       

      WHEREAS, [+]* has heretofore originated
and desires to continue to originate certain Mortgage Loans as part of [+’s]* Enhanced Builder Direct
Lending Program with 84 Lumber (the "Program") (each such loan a "Mortgage Loan"
or more than one may be sometimes referred to as "Mortgage
Loans").  Said Program is made a part of this Agreement and is more
fully described in Exhibit 1, which may be amended from time to time with the
consent and agreement of [+]*, Hardy Credit, 84 Lumber,
and the Investors.

       

      WHEREAS, 84 Lumber desires to
refer builders to the Program.

       

      WHEREAS, Hardy Credit desires
to purchase certain of such Mortgage Loans as well as possibly participate in
the Program as an Investor subject to the terms and provisions set forth in this
Agreement.

       

      WHEREAS, Hardy Credit’s
commitment to purchase said Mortgage Loans together with its other agreements
and obligations as set forth herein are a material inducement to [+]* to continue the
Program.

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      WHEREAS, 84 Lumber and [+]* entered into an agreement
dated February 11, 1998 (“Original Agreement”).

       

      WHEREAS, the parties have
entered into an agreement dated December 31, 2002 (“Put
Agreement”).

       

      NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants, conditions, and
promises hereinafter contained, and for other good and valuable consideration,
the prior receipt and sufficiency of which are hereby acknowledged; the parties
agree as follows:

       

      AGREEMENT

       

      Article 1 - Binding
Agreement

       

      
        	
                1.1

              	
                Recitals.  The
      above recitals shall be deemed a part of this Agreement and are
      incorporated herein by this
reference.

              


      

       

      
        	
                1.2

              	
                Binding
      Agreement.  With respect to any Mortgage Loan described
      in Section 1.5 hereof, together with any other Mortgage Loan currently
      existing or originated after the date of this Agreement, Hardy Credit
      agrees to purchase such Mortgage Loan in accordance with and upon the
      terms, provisions, and conditions hereinafter set
  forth.

              


      

       

      
        	
                1.3

              	
                [+]*'s Ownership of Mortgage
      Loans.  [+]* hereby agrees to
      participate as an Investor in the Program [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]*.  [+]* may change the
      amount of its commitment or yield pursuant to Section 7.2.  In
      the event of termination under Section 10.5(b) by either party, the six
      months notice provision in Section 7.2 as it relates to [+]* shall be nine (9)
      months.  The parties agree that the minimum net yield on all
      retained or purchased Mortgage Loans by [+]* shall be [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]*.  The parties further agree that
      the total amount of new Mortgage Loan originations will be limited to the
      total Mortgage Loan purchase commitment amount of all investors involved
      in the Program.

              


      

       

      
        	
                1.4

              	
                Hardy Credit’s Obligation to
      Purchase a Mortgage Loan.  Hardy Credit shall,
      immediately upon receipt of written notice from [+]* that any of the
      following events (each a "Trigger Event") has occurred, purchase the
      related Mortgage Loan from the
Investor:

              


      

       

      
        	
                 
      

              	
                [REDACTED
      – CONFIDENTIAL TREATMENT
REQUESTED]*

              


      

       

      
        	
                1.5

              	
                [REDACTED
      – CONFIDENTIAL TREATMENT
REQUESTED]*

              


      

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Article 2 - Sale and
Purchase


       

      
        	
                2.1

              	
                Sale and Purchase of
      Documents.  [+]* (or another
      Investor as applicable) agrees to sell, convey, and assign without
      recourse to Hardy Credit and Hardy Credit agrees to purchase and accept
      from [+]* (or
      another Investor as applicable), for the applicable Purchase Price as
      defined in this Article 2 and subject to the terms and conditions set
      forth in this Agreement, all of [+]*'s (or another
      Investor's) right, title and interest in, to and under the following
      (collectively the "Mortgage Loan
Documents"):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Those
      certain promissory notes or other evidence of the Mortgage Loan
      indebtedness of a mortgagor (each a "Mortgage Note") evidencing the
      obligation of the respective Mortgage Loan mortgagors (each a
      "Mortgagor");

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Those
      certain mortgages, deed of trust instruments and security agreements (each
      a "Mortgage"), which grant a lien on the real property described therein
      (the "Mortgaged Property");

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Those
      certain assignments of leases and rents ("Assignments of Leases and
      Rents"); and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                To
      the extent applicable to such Mortgage Loan, all other instruments,
      agreements, documents evidencing, guaranteeing or securing the Mortgage
      Loan, including, but not limited to, any and all Mortgage Loan agreements,
      guarantees, security agreements, financing statements, collateral
      assignments, pledge assignments, appraisals, environmental reports, and
      due diligence materials or files.

              


      

       

      
        	
                2.2

              	
                Purchase
      Price.  The applicable Purchase Price for each Mortgage
      Loan shall be as follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                For
      every Mortgage Loan acquired by Hardy Credit pursuant to the terms and
      provisions of this Agreement, the Purchase Price shall be equal to (i) One
      Hundred Percent (100%) of the unpaid principal balance of said Mortgage
      Loan on the date of the Trigger Event; (ii) plus accrued but unpaid
      interest at the Original Note rate adjusted by changes in the Prime Rate
      only through the Hardy Credit Purchase Date; (iii) plus any and all
      servicing advances and expenses incurred by [+]* with respect to
      said Mortgage Loan through the Hardy Credit Purchase
  Date.

              


      

       

      
        	
                2.3

              	
                Hardy Credit Purchase Date and
      Payment.  The "Hardy Credit Purchase Date" shall be a
      mutually agreed upon date that is no later than the fifteenth (15th) day
      of the calendar month immediately following Hardy Credit's receipt of
      written notice that a Trigger Event has occurred.  "Written
      notice" shall be defined as monthly reports, payoff statements, or other
      forms of written notice as amended from time to time.  For all
      purchases, Hardy Credit shall wire immediately available funds to [+]* in accordance with
      written instructions given by [+]*.  Any
      given Hardy Credit Purchase Date may be extended if the Investor, [+]*, and Hardy Credit
      all agree to such an extension for a particular loan or
    loans.

              


      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      Article 3 - Deliveries to
the Parties; Duties of Parties

       

      
        	
                3.1

              	
                Deliveries to the
      Parties.  On, or before, the Hardy Credit Purchase Date,
      Hardy Credit and [+]* shall deliver or
      cause to be delivered the following
items:

              


      

       

      
        	
                 
      

              	
                ( a)

              	
                By Hardy
      Credit.  Hardy Credit shall deliver or cause to be
      delivered to [+]*:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                the
      Purchase Price due pursuant to Section
2.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                By
      [+]*.  Except as may be otherwise subject to a custodial
      agreement, [+]*,
      upon receipt of good funds, shall deliver to an acceptable overnight
      courier for delivery to Hardy
Credit:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                The
      original Mortgage Note for each Mortgage Loan, endorsed to Hardy Credit in
      the following manner:

              


      

       

      "Pay to
the order of ____________________________, WITHOUT RECOURSE.

       

      [+]*
Savings Bank, FSB

       

      
        
          
            
              
                	
                        By:

                      	 
          
	
                        Name:

                      	 
        
	
                        Title:

                      	 
        


              

            

          

        

      

      


      
        	
                 
      

              	
                (2)

              	
                The
      original Mortgage, with evidence of recording thereon or, in the case
      where the original recorded Mortgage has not yet been returned from the
      appropriate recording office, a copy of the Mortgage along with a title
      update from the title company which issued title insurance showing the
      recorded Mortgage in first lien
position;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                An
      original assignment of the Mortgage to Hardy Credit in satisfactory and
      recordable form for each Mortgage ("Assignment of Mortgage"), duly
      executed and acknowledged by [+]* on behalf of the
      Investor(s);

              


      

       

      
        	
                 
      

              	
                (4)

              	
                If
      an Assignment of Leases and Rents was recorded against any Mortgaged
      Property, an original assignment of such Assignment of Leases and Rents to
      Hardy Credit in satisfactory and recordable form for each such Mortgaged
      Property ("Assignment of Assignment of Leases and Rents"), executed and
      acknowledged by [+]* on behalf of the
      Investor(s);

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Any
      and all agreements by which the payment of the Mortgage Note was in any
      way guaranteed ("Guaranty
Agreement");

              


      

       

      
        	
                 
      

              	
                (6)

              	
                If
      a UCC-Financing Statement was filed against any of the Mortgagors or was
      recorded against any Mortgaged Property, an original assignment of such
      UCC-1 Financing Statement to Hardy Credit via a UCC-3 Statement or other
      applicable assignment form ("UCC-3"), duly executed and acknowledged by
      [+]* on behalf of
      the Investor(s) in form and substance acceptable for filing or recording
      in the filing or recording office where any such UCC-1 Financing Statement
      was filed or recorded; and

              


      

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (7)

              	
                All
      other documents, originals where available, currently in the loan
      file.

              


      

       

      Article 4
-Closing

       

      
        	
                4.1

              	
                Closing. For purposes of
      this Agreement, the closing ("Closing") shall be defined as the receipt of
      the wire transfer by [+]* and [+]*'s immediately
      subsequent delivery of the items listed in Section 3.1(b) to an overnight
      courier for delivery to Hardy
Credit.

              


      

       

      
        	
                4.2

              	
                Closing
      Costs.  In connection with the transfer and delivery of
      the Mortgage Loans on the Closing Date pursuant to this Agreement, [+]* shall pay the legal
      fees and expenses of its attorney.  Hardy Credit shall pay, or
      shall cause to be paid by third parties, all other costs and expenses
      incurred in connection with the transfer and delivery of the Mortgage
      Loans, including fees and title policy updates, endorsements and
      continuations and fees for recording the Assignment of Mortgage, the
      Assignment of the Assignment of Leases and Rents, and the
      UCC-3's.  Each party shall also pay its own legal fees and
      expenses in connection with the preparation and negotiation of this
      Agreement and closing of the transactions contemplated
    hereby.

              


      

       

      Article 5 –
Fees

       

      
        	
                5.1

              	
                Origination
      Fees.  For each Mortgage Loan originated after the date
      of this Agreement the parties agree regarding the origination fee
      associated with each such Mortgage Loan that (i) [+]* shall receive [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]*; and (ii) Hardy Credit and 84 Lumber shall
      collectively receive [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]*.  Of the amount received by Hardy
      Credit and 84 Lumber, Hardy Credit shall be required to deposit [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]* into the Fund as described in Section 9.3 of
      this Agreement with Hardy Credit and 84 Lumber being entitled to retain
      any excess origination fee received by them as they may so
      agree.  For each Mortgage Loan of [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]* or greater originated after the date of this
      Agreement, the parties agree regarding the origination fee associated with
      such Mortgage Loan, that (i) [+]* shall receive [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]*; and (ii) Hardy Credit shall deposit [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]* into the Fund, [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]*.  All expenses and other income
      associated with the origination of each Mortgage Loan, irrespective of
      amount, shall [REDACTED –
      CONFIDENTIAL TREATMENT REQUESTED]*, including, without
      limitation,  pre-construction fees, document preparation fees,
      courier fees, and flood certification
fees.

              


      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                5.2

              	
                Definition of
      “Spread”.  “Spread” shall be defined as the difference
      between (i) interest received from the Mortgagor or Hardy Credit; and (ii)
      interest paid to any Investor.

              


      

       

      
        	
                5.3

              	
                [+]*'s Servicing
      Fees.  [+]* shall service each
      Mortgage Loan until such time as the same is paid off in full or until
      such time as said Mortgage Loan is acquired by Hardy Credit pursuant to
      the terms and provisions of this Agreement.  In consideration
      for such services, [+]* shall receive [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]* (the “[+]* Servicing
      Fee”).

              


      

       

      
        	
                5.4

              	
                Hardy Credit's
      Fees.  In consideration for the agreements and promises
      made herein, during the period that [+]* services each
      Mortgage Loan, Hardy Credit shall receive [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]* (the "Credit Enhancement Fee") which Credit
      Enhancement Fee shall be deposited into the Fund as described in Section
      9.3.

              


      

       

      
        	
                5.5

              	
                84 Lumber's
      Fees.  In consideration for the agreements and promises
      made herein, during the period that [+]* services each
      Mortgage Loan, 84 Lumber shall receive, [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]* (the "Marketing Expense
  Fee").

              


      

       

      Article 6 - Representations
and Warranties

       

      
        	
                6.1

              	
                Representations and
      Warranties.  As a material inducement to [+]*'s execution of this
      Agreement and as an inducement to Hardy Credit to purchase [+]*'s (or another
      Investor's) interest in the Mortgage Loans and the Mortgage Loan
      Documents, the parties each hereby represent and warrant as
      follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Power, Authority and Due
      Authorization.  Each party has the requisite power and
      authority to enter into this Agreement and to consummate the transactions
      contemplated hereby and this Agreement and all agreements, instruments,
      and documents herein provided to be executed by said parties will be duly
      authorized, executed and delivered by and will be binding
      thereupon.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                No
      Securities.  The parties are not relying upon the
      continued actions or efforts of the other in connection with their
      decision to sell or purchase the Mortgage Loans, and each agrees that
      because of its sophistication and status, and the representations made
      herein, neither considers the sale or purchase of the Mortgage Loans to
      constitute the sale or purchase of securities within the meaning of
      federal or state securities laws.

              


      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                6.2

              	
                "AS-IS"; No [+]*
      Representations and Warranties.  EXCEPT FOR THOSE
      REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE BY [+]* IN THIS AGREEMENT,
      EACH MORTGAGE LOAN AND THE MORTGAGE LOAN DOCUMENTS ARE PURCHASED AND SOLD
      "AS
      IS".  HARDY CREDIT ACKNOWLEDGES THAT ANY INFORMATION
      ("INFORMATION") THAT [+]* PROVIDES OR MAKES
      AVAILABLE TO HARDY CREDIT, WHETHER WRITTEN OR ORAL, OR IN THE FORM OF
      APPRAISALS, MAPS, SURVEYS, PLATS, SOIL REPORTS, ENGINEERING STUDIES,
      ENVIRONMENTAL STUDIES, INSPECTION REPORTS, PLANS, SPECIFICATIONS, DUE
      DILIGENCE REPORTS, OR ANY OTHER INFORMATION PERTAINING TO THE MORTGAGE
      LOAN, MORTGAGOR, THE MORTGAGE LOAN DOCUMENTS OR THE PROPERTY, OR ANY AND
      ALL RECORDS AND OTHER DOCUMENTS PERTAINING TO THE USE AND OCCUPANCY OF THE
      PROPERTY, INCOME OF THE PROPERTY, THE COST AND EXPENSES OF MAINTAINING THE
      PROPERTY, AND ANY AND ALL OTHER MATTERS CONCERNING THE CONDITION,
      SUITABILITY, INTEGRITY, MARKETABILITY, COMPLIANCE WITH LAW OR OTHER
      ATTRIBUTE OR ASPECT OF THE MORTGAGE LOAN, THE MORTGAGOR, THE MORTGAGE LOAN
      DOCUMENTS OR THE PROPERTY, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES
      SPECIFICALLY MADE BY [+]* IN THIS AGREEMENT,
      IS FURNISHED TO HARDY CREDIT WITHOUT WARRANTY; [+]* GIVES NO
      REPRESENTATIONS AND WARRANTIES ABOUT, AND ASSUMES NO RESPONSIBILITY FOR,
      THE ACCURACY OR COMPLETENESS OF THE INFORMATION, AND HARDY CREDIT IS NOT
      ENTITLED TO RELY ON ANY OF THE INFORMATION.  EXCEPT FOR THOSE
      REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE BY [+]* IN THIS AGREEMENT,
      NO OFFICER, EMPLOYEE OR AGENT OF [+]* HAS BEEN AUTHORIZED
      TO MAKE ANY REPRESENTATIONS REGARDING INFORMATION, THE MORTGAGE LOAN, THE
      MORTGAGOR, THE MORTGAGE LOAN DOCUMENTS OR THE PROPERTY, AND IF GIVEN,
      THESE REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
      [+]*.  THE
      RELIANCE BY HARDY CREDIT UPON ANY SUCH INFORMATION SHALL NOT CREATE OR
      GIVE RISE TO ANY LIABILITY OF OR AGAINST [+]*, [+]*'S AFFILIATES OR ANY
      OF THEIR RESPECTIVE PARTNERS, SHAREHOLDERS, OFFICERS, DIRECTORS,
      PARTICIPANTS, EMPLOYEES, CONTRACTORS, CONSULTANTS, REPRESENTATIVES OR
      AGENTS.

              


      

       

      
        	
                6.3

              	
                Exceptions.  Notwithstanding the
      limitations of Section 6.2 hereof, [+]* hereby represents
      that (i) to the best of its knowledge, the origination practices
      with respect to each Mortgage Loan have been in all material respects
      legal, proper, prudent, and customary in the mortgage origination
      business; (ii) the servicing and collection practices with respect to each
      Mortgage Loan have been in all material respects legal, proper, prudent,
      and customary in the mortgage servicing business; (iii) to the best of its
      knowledge, the Mortgage Loan documents executed in connection
      therewith are genuine, and each is the legal, valid, and binding
      obligation of the Mortgagor thereof, enforceable in accordance with its
      terms, except as such enforcement may be limited by bankruptcy,
      insolvency, reorganization or other similar laws affecting the enforcement
      of creditors' rights generally and by general equity principles
      (regardless of whether such enforcement is considered in a proceeding in
      equity or at law); (iv) to the best of its
      knowledge, all Mortgagors had legal capacity to execute, deliver
      and perform the Mortgage Note and the Mortgage, and the Mortgage Note and
      the Mortgage have been duly and properly executed by such parties or
      pursuant to a valid power-of-attorney that has been recorded with the
      Mortgage; and (v) each Mortgage Loan is properly assignable under the
      terms and provisions of this
Agreement.

              


      

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        	
                6.4

              	
                Repurchase.  In
      the event of a breach of any representation contained in Section 6.3 of
      this Agreement and upon written notice from Hardy Credit not later than
      thirty (30) days from its discovery of an alleged breach, [+]* shall have the
      opportunity to cure such breach within ninety (90) days, unless otherwise
      extended by Hardy Credit.  In the event [+]* is unable to cure
      or has failed to undertake a diligent effort to do so within the cure
      period (as may be extended as provided above), [+]* shall be required
      to repurchase the subject Mortgage
Loan.

              


      

       

      Article 7 –
Investors

       

      
        	
                7.1

              	
                Additional
      Investors.  The parties shall continue to jointly
      identify and seek the participation of additional Investors to fund
      Mortgage Loans during the term of this Agreement.  Any such
      party, including, without limitation, [+]* or Hardy Credit,
      may be sometimes referred to herein as an
  "Investor".

              


      

       

      
        	
                7.2

              	
                [REDACTED
      – CONFIDENTIAL TREATMENT
REQUESTED]*

              


      

       

      
        	
                7.3

              	
                [REDACTED
      – CONFIDENTIAL TREATMENT
REQUESTED]*

              


      

       

      
        	
                7.4

              	
                Assignment by [+]* of Hardy
      Credit's Obligations.  The parties agree that in the
      event a Mortgage Loan is purchased by an Investor other than [+]* or Hardy Credit,
      [+]* may assign
      its right to sell such Mortgage Loan to Hardy Credit to said Investor
      subject to the prior written approval of Hardy Credit, which approval
      shall not be unreasonably withheld.

              


      

       

      
        	
                7.5

              	
                [REDACTED
      – CONFIDENTIAL TREATMENT
REQUESTED]*

              


      

       

      
        	
                7.6

              	
                [REDACTED
      – CONFIDENTIAL TREATMENT
REQUESTED]*

              


      

       

      
        	
                7.7

              	
                Potential Investor
      Confidentiality.  All potential Investors shall be
      required to sign a confidentiality agreement.  The duration of
      the agreement shall be one (1) year and be similar in form and content to
      the confidentiality agreement attached as Exhibit
  2.

              


      

       

      Article 8 – [+]*
Covenants

      


      
        	
                8.1

              	
                REDACTED
      – CONFIDENTIAL TREATMENT
REQUESTED]*

              


      

       

      
        	
                8.2

              	
                [REDACTED
      – CONFIDENTIAL TREATMENT
REQUESTED]*

              


      

       

      Article 9 – Hardy Credit
Covenants/84 Lumber Covenants

      


      In
addition to any other obligations of Hardy Credit and 84 Lumber contained
herein, Hardy Credit and 84 Lumber hereby respectively covenant as
follows:

      


      
        	
                9.1

              	
                Entire Life of Mortgage
      Loans.  Hardy Credit agrees that its commitment to
      purchase any Mortgage Loan, whether following a Trigger Event or as is
      otherwise provided for in this Agreement, shall remain in full force and
      effect for the entire life of any Mortgage Loan originated under the
      Program, as amended from time to
time.

              


      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        	
                9.2

              	
                [REDACTED
      – CONFIDENTIAL TREATMENT
REQUESTED]*

              


      

       

      
        	
                9.3

              	
                Loan Reserve
      Fund.  Hardy Credit shall at all times maintain in a
      deposit account with a federally insured institution a cash reserve fund
      (the "Fund") of not less than the greater of [REDACTED
      – CONFIDENTIAL TREATMENT REQUESTED]*.  Hardy
      Credit agrees that it shall deposit the Credit Enhancement Fee described
      in Section 5.4 into the Fund.  Additional
      deposits  required by Section 5.1 will be made by Hardy Credit
      at the origination of each new Mortgage Loan as described in Section 5.1
      or [REDACTED
      – CONFIDENTIAL TREATMENT REQUESTED]*.  Proceeds
      from the Fund shall be used exclusively for reimbursement of advances or
      losses, whether made or incurred by [+]* or Hardy Credit as
      applicable, related to servicing Mortgage Loans, including servicing fees,
      expenses, settlement losses, interest at Hardy Credit’s cost, or [REDACTED
      – CONFIDENTIAL TREATMENT REQUESTED]*.  Any net
      proceeds from the liquidation, collateral disposition or resolution of
      Mortgage Loans will be deposited into the Fund.  [REDACTED
      – CONFIDENTIAL TREATMENT REQUESTED]*.  Thereafter
      and on an annual basis, to the extent there are amounts in the Fund in
      excess of the Maximum Balance, such excess may be distributed to Hardy
      Credit.

              


      

       

      
        	
                9.4

              	
                [REDACTED –
      CONFIDENTIAL TREATMENT REQUESTED]*

              


      

       

      
        	
                9.5

              	
                Credit
      Increases.  84 Lumber hereby covenants that it will use
      its best efforts to not increase limits on open lines of credit extended
      to customers through 84 Lumber’s Contractor Commercial Credit Account
      based upon approved financing to the customers through the Program unless
      the same credit limit increase would have occurred without regard to said
      Program.

              


      

      


      
        	
                9.6

              	
                Exclusivity.  Each
      of Hardy Credit and 84 Lumber together with each's successors, assigns and
      affiliates covenant that neither will participate in any lending program
      similar to the Program described herein with any party other than [+]*.  Hardy
      Credit operates a lending program “Hardy Program” for the benefit of 84
      Lumber.  This Hardy Program differs from the Program in that
      there is no guaranteeing entity (like Hardy Credit in the Program) and the
      customers are either 1) having 84 Lumber pay a portion of their interest;
      2) not qualified for the Program; or 3) qualified for the Program but not
      for the loan being done by the Hardy Program.  The Hardy Program
      is excluded from the Exclusivity requirement of this Section
      9.6

              


      

      


      
        	
                9.7

              	
                Net Worth
      Covenant.  If Hardy Credit has a net worth or net worth
      plus subordinated debt covenant in its  agreement with the
      lender(s) supplying the Take Out Line , then that covenant will be
      considered a covenant of this Agreement as long as that covenant is in
      effect in said line of credit agreement.  If the Take Out Line
      lender does not require a minimum net worth or net worth plus subordinated
      debt, then Hardy Credit will maintain a minimum net worth plus
      subordinated debt of
$25,000,000.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      Article 10 – Termination,
Remedies, Indemnification

      


      
        	
                10.1

              	
                Termination.  With
      respect to any Mortgage Loan originated under the Program, the respective
      obligations and responsibilities of Hardy Credit hereunder shall not
      terminate even after termination of the Program as described more fully in
      Section 10.5.

              


      

       

      
        	
                10.2

              	
                Assignment.  Other
      than as set forth in Section 7.4, the parties agree that no party shall
      assign its rights and/or obligations under this Agreement, in whole or in
      part, without the prior written consent of the others, which consent shall
      not be unreasonably withheld.

              


      

       

      
        	
                10.3

              	
                [+]*'s Indemnity. [+]* shall indemnify and
      hold Hardy Credit and 84 Lumber, together with each of their partners,
      officers, shareholders and employees, harmless from and against any and
      all liability, loss, damage, penalty, forfeiture, legal or accounting
      fees, court reporting expenses, expert witness fees, and all other fees or
      costs of any kind, judgments or expense, resulting from or arising out of
      a breach by [+]*
      of any of its obligations hereunder, including but not limited to [+]*'s representations
      or warranties and covenants contained
herein.

              


      

       

      
        	
                10.4

              	
                Hardy Credit's & 84
      Lumber's Indemnity.  Hardy Credit and 84 Lumber shall
      indemnify and hold [+]*, together with its
      partners, officers, shareholders and employees, harmless from and against
      any and all liability, loss, damage, penalty, forfeiture, legal or
      accounting fees, court reporting expenses, expert witness fees, and all
      other fees or costs of any kind, judgments or expense, resulting from or
      arising out of a breach by Hardy Credit or 84 Lumber of any of their
      obligations hereunder, including but not limited to Hardy Credit's or 84
      Lumber 's representations or warranties and covenants contained
      herein.

              


      

      


      
        	
                10.5

              	
                Termination.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Termination Due to Breach of
      Contract.  In the event of a breach of contract by any
      party to this Agreement, the injured party may give notice of such breach
      to the breaching party.  The breaching party will have ninety
      (90) days to cure the breach.  If said breach is not cured
      within the 90 day period, the affected party may terminate this Agreement,
      subject to Section 10.5(d).  The termination will also terminate
      Sections 8.1 and 9.6 of this
Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Termination by Hardy Credit or
      [+]*.  Hardy Credit or [+]* may terminate this
      Agreement for any reason whatsoever with nine (9) months
      notice.  During such notice period, all provisions of this
      Agreement shall continue in force.  The termination will also
      terminate Sections 8.1 and 9.6 of this Agreement at the end of the nine
      (9) month  notice period.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Termination by 84
      Lumber.  84 Lumber Company may terminate this Agreement
      for any reason whatsoever without notice.  Such termination
      shall terminate Section 8.1 of this Agreement.  Section 9.6 of
      this Agreement shall continue in force for a period of one (1) year
      following termination by 84 Lumber after which date Section 9.6 shall also
      terminate.  [REDACTED
      – CONFIDENTIAL TREATMENT REQUESTED]*

              


      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (d)

              	
                Termination
      by Any Means.

              


      

       

      1.           Upon
any event of termination contemplated by this Agreement, the following sections
shall continue in force until there are zero (0) Mortgage Loans owned by Hardy
Credit, [+]*, or
Investors:

      


      All of Sections 1, 2, 3, 4, 5, 6;
Sections 7.2, 7.3, 7.4, 7.5, 9.1.

      


      2.           Upon
any event of termination, the following sections will not continue in
force:

      


      Sections 7.1, 7.7, 9.5.

      


      3.           Upon
any event of termination, the following sections will continue in force until
there are zero (0) Mortgage Loans owned by [+]* or any
Investor:

      


      Sections 8.2, 9.2, 9.3, 9.4, 9.7,
10.1, 11.1.

      


      4.           Upon
any event of termination, the following sections will continue in force until a
period of one year has passed after there are zero (0) Mortgage Loans owned by
Hardy Credit, [+]*, or
Investors:

      


      All of
Sections 10 and 11 except Sections 10.1 and 11.1.

      


      Article 11 -
Miscellaneous

      


      
        	
                11.1

              	
                Right to
      Audit.  The parties agree that upon reasonable notice to
      the others that each shall have the right to audit the other with respect
      to the subject matter hereof.

              


      

       

      
        	
                11.2

              	
                Risk of Physical
      Loss.  Risk of physical loss of any of the original
      Mortgage Loan Documents and any document to be transferred hereunder,
      shall be borne by Hardy Credit upon [+]*'s delivery of the
      documents described in Section 3.1(b) to an overnight carrier for delivery
      to Hardy Credit.

              


      

       

      
        	
                11.3

              	
                Further
      Instruments.  Each party will, whenever and as often as
      it shall be requested to do so by the others, cause to be executed,
      acknowledged or delivered any and all such further instruments and
      documents as may be necessary or proper, in the reasonable opinion of the
      requesting party, in order to carry out the intent and purpose of this
      Agreement.

              


      

       

      
        	
                11.4

              	
                Severability.  Should
      any term, provision, covenant, or condition of this Agreement be void,
      invalid, or inoperative, the same shall not affect any other term,
      provision, covenant, or condition of this Agreement, but the remainder
      thereof shall be given effect as though such void, invalid, or inoperative
      term, provision, covenant, or condition had not been contained
      herein.

              


      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      
        	
                11.5

              	
                Headings.  The
      headings and captions in this Agreement are for reference only and shall
      not modify or affect this Agreement in any manner
    whatsoever.

              


      

       

      
        	
                11.6

              	
                No
      Waiver.  The waiver or failure to enforce any provision
      of this Agreement shall not operate as a waiver of any future breach of
      any such provision or any other provision hereof.  Any
      forbearance or delay by a party in exercising any right, power, or remedy
      under this Agreement shall not be deemed a waiver thereof, and any single
      or partial exercise of any right, power or remedy shall not preclude the
      further exercise thereof of any other available
  remedy.

              


      

       

      
        	
                11.7

              	
                Survival.  All
      representations, warranties, covenants, agreements, indemnifications and
      obligations of the parties contained in this Agreement shall survive the
      execution and delivery of this Agreement and the execution, delivery and
      recordation of any and all other documents or instruments delivered in
      connection herewith, and shall survive each Closing Date hereunder
      indefinitely, and the same shall inure to the benefit of and be binding
      upon the parties.

              


      

       

      
        	
                11.8

              	
                Governing
      Law.  This Agreement shall be construed and enforced in
      accordance with the internal laws of the State of Ohio (without regard to
      conflict of law principles).

              


      

       

      
        	
                11.9

              	
                Entire
      Agreement.  This Agreement contains the entire agreement
      between the parties respecting the matters herein set forth and supersedes
      all prior agreements between the parties hereto respecting such
      matters.  Specifically , the Put Agreement and the Original
      Agreement are hereby completely rescinded and shall be of no further force
      and effect.  Any modifications to the Program shall be made only
      by agreement of the parties hereto, with no party unreasonably withholding
      its approval thereof.  This Agreement may be amended by written
      agreement of amendment executed by all parties, but not
      otherwise.

              


      

       

      
        	
                11.10

              	
                Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument.  Facsimile signatures shall be binding upon
      the parties.

              


      

       

      
        	
                11.11

              	
                Fees
      and Costs. In the
      event an arbitration, suit or action is brought by any party or parties
      under this Agreement to enforce any of its terms, or in any
      appeal therefrom, it is agreed that the prevailing party or parties shall
      be entitled to its
      reasonable attorney fees and costs incurred in said enforcement from the
      other party or parties.

              


      

       

      
        	
                11.12

              	
                Notices.  Any
      notice which a party is required or may desire to give the other shall be
      in writing and may be sent by (i) facsimile transmission, (ii) personal
      delivery, (iii) United States registered or certified mail, return receipt
      requested, postage prepaid, or (iv) Airborne Express or similar generally
      recognized overnight carrier regularly providing proof of delivery,
      addressed as follows:

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                If
      to [+]*:

                                              	 
      [REDACTED –
      CONFIDENTIAL 
	TREATMENT
      REQUESTED]*	 
      	 
      
	 	 	 
	
                                                If
      to Hardy Credit:

                                              	Hardy
      Credit Co.
	 
      	1019
      Rt. 519
	 
      	Eighty
      Four, Pennsylvania  15330
	 
      	
                                                Attn:

                                              	
                                                Dan
      Wallach

                                              
	 
      	
                                                Tel:

                                              	
                                                (412)
      913-8719

                                              
	 
      	
                                                Fax:

                                              	
                                                (724)
      229-5691

                                              
	 
      	 
      	 
      
	
                                                And
      to:

                                              	Robert
      J. Bosilovic, Esq.
	 
      	General
      Counsel
	 
      	Legal
      Department
	 
      	1019
      Rt. 519
	 
      	Eighty
      Four, Pennsylvania  15330
	 
      	
                                                Tel:

                                              	
                                                (800)
      664-1984 ext. 1535

                                              
	 
      	
                                                Fax:

                                              	
                                                (724)
      225-6039

                                              
	 
      	 
      	 
      
	
                                                If
      to 84 Lumber:

                                              	84
      Lumber
	 
      	1019
      Rt. 519
	 
      	Eighty
      Four, Pennsylvania  15330
	 
      	
                                                Attn:

                                              	
                                                Dan
      Wallach

                                              
	 
      	
                                                Tel:

                                              	
                                                (412)
      913-8719

                                              
	 
      	
                                                Fax:

                                              	
                                                (724)
      229-5691

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        	
                11.13

              	
                Intellectual
      Property.  No Party to this Agreement shall use another
      party’s names, copyrights, trademarks or any other intellectual property
      outside the scope of the transactions contemplated hereby without the
      express written consent of the other
party.

              


      

      


      
        [END
OF DOCUMENT, SIGNATURE PAGES FOLLOW]

      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

      


      IN WITNESS WHEREOF, Hardy
Credit Co., intending to be legally bound hereby, has executed this Agreement as
of the day and year first written above.

      


      
        
          
            	
                    HARDY
      CREDIT CO.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Daniel M. Wallach

                  
	 
      	 
      
	
                    Name:

                  	 
        
	 
      	 
      
	
                    Title:

                  	
                    CFO – 84 Lumber, VP Hardy
      Credit

                  


          

        

      

      


      [ADDITIONAL
SIGNATURE PAGES FOLLOW]


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, [+]* Savings Bank, FSB,
intending to be legally bound hereby, has executed this Agreement as of the day
and year first written above.

       

      [+]*

       

      
        
          
            	
                    By:

                  	
                     
      [REDACTED – CONFIDENTIAL TREATMENT REQUESTED]*

                  	 
      
	 
      	 
      	 
      
	
                    Name:

                  	
                     
      [REDACTED – CONFIDENTIAL TREATMENT REQUESTED]*

                  	 
      
	 
      	 
      	 
      
	
                    Title:

                  	
                      Vice Chairman

                  	 
      	 
      


          

        

      

      
      

       

      [ADDITIONAL
SIGNATURE PAGES FOLLOW]



      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, 84 Lumber
Company, intending to be legally bound hereby, has executed this Agreement as of
the day and year first written above.

      


      
        
          	
                  84
      LUMBER COMPANY

                	 
      
	 
      	 
      	 
      
	
                  By:

                	
                    /s/ Daniel M.
Wallach

                	 
      
	 
      	 
      	 
      
	
                  Name:

                	
                    Daniel M. Wallach

                	 
      
	 
      	 
      	 
      
	
                  Title:

                	
                    CFO

                	 
      


        

      

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      EXHIBIT
1

      


      [INSERT
THE PROGRAM ON THIS PAGE]



      
        
           


        

        
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      EXHIBIT
2

      


      [INSERT
CONFIDENTIALITY AGREEMENT ON THIS PAGE]


      
        
           


        

        
          18