Unassociated Document


    REVOLVER
NOTE

     

    
      
        	
                October
      25, 2010

              	
                $15,910,000.00

              	
                New
      York, New York

              


      

    

    


    P&F INDUSTRIES, INC., a
Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANUFACTURING
CORPORATION, a Florida corporation (“Florida
Pneumatic”), HY-TECH
MACHINE, INC., a Delaware corporation (“Hy-Tech”), and NATIONWIDE INDUSTRIES,
INC., a
Florida corporation (“Nationwide”, and
together with P&F, Florida Pneumatic and Hy-Tech, collectively, “Borrowers” and each,
a “Borrower”),
for value received, hereby unconditionally promise to pay, on a joint and
several basis, to the order of CAPITAL ONE LEVERAGE FINANCE
CORPORATION (“Lender”), the
principal sum of FIFTEEN
MILLION NINE HUNDRED TEN THOUSAND DOLLARS ($15,910,000.00), or such
lesser amount as may be advanced by Lender as Revolver Loans and owing as LC
Obligations from time to time under the Loan Agreement described below, together
with all accrued and unpaid interest thereon.  Terms are used herein
as defined in the Loan and Security Agreement dated as of October 25, 2010,
among Borrowers, the Guarantors from time to time party thereto, Capital One
Leverage Finance Corporation, as Agent, Lender and certain other financial
institutions, as such agreement may be amended, modified, renewed or extended
from time to time (“Loan
Agreement”).

     

    Principal of and interest on this Note
from time to time outstanding shall be due and payable as provided in the Loan
Agreement.  This Note is issued pursuant to and evidences Revolver
Loans and LC Obligations under the Loan Agreement, to which reference is made
for a statement of the rights and obligations of Lender and the duties and
obligations of Borrowers.  The Loan Agreement contains provisions for
acceleration of the maturity of this Note upon the happening of certain stated
events, and for the borrowing, prepayment and reborrowing of amounts upon
specified terms and conditions.

     

    The holder of this Note is hereby
authorized by Borrowers to record on a schedule annexed to this Note (or on a
supplemental schedule) the amounts owing with respect to Revolver Loans and LC
Obligations, and the payment thereof.  Failure to make any notation,
however, shall not affect the rights of the holder of this Note or any
obligations of Borrowers hereunder or under any other Loan
Documents.

     

    Time is of the essence of this
Note.  Each Borrower and all endorsers, sureties and guarantors of
this Note hereby severally waive demand, presentment for payment, protest,
notice of protest, notice of intention to accelerate the maturity of this Note,
diligence in collecting, the bringing of any suit against any party, and any
notice of or defense on account of any extensions, renewals, partial payments,
or changes in any manner of or in this Note or in any of its terms, provisions
and covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or
after maturity.  Borrowers jointly and severally agree to pay, and to
save the holder of this Note harmless against, any liability for the payment of
all costs and expenses (including without limitation reasonable attorneys’ fees)
if this Note is collected by or through an attorney-at-law.

     

    In no contingency or event whatsoever
shall the amount paid or agreed to be paid to the holder of this Note for the
use, forbearance or detention of money advanced hereunder exceed the highest
lawful rate permitted under Applicable Law.  If any such excess amount
is inadvertently paid by Borrowers or inadvertently received by the holder of
this Note, such excess shall be returned to Borrowers or credited as a payment
of principal, in accordance with the Loan Agreement.  It is the intent
hereof that Borrowers not pay or contract to pay, and that holder of this Note
not receive or contract to receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may be paid by Borrowers under
Applicable Law.

     

    This Note shall be governed by the laws
of the State of New York, without giving effect to any conflict of law
principles (but giving effect to federal laws relating to national
banks).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this
Revolver Note is executed as of the date set forth above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 	
                                      P&F
      INDUSTRIES, INC.

                                    
	 	 	 
	
                                      Attest:

                                    	 	
                                      By:

                                    	
                                      /s/ Joseph A. Molino,
Jr.

                                    
	 
      	 	
                                      Name:

                                    	
                                      Joseph
      A. Molino, Jr.

                                    
	
                                      /s/ Richard B. Goodman

                                    	 	
                                      Title:

                                    	
                                      Vice
      President

                                    
	
                                      Assistant
      Secretary

                                    	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                      [Seal]

                                    	 	 
      	 
      
	 
      	 	 
      
	 
      	 	
                                      FLORIDA
      PNEUMATIC MANUFACTURING CORPORATION

                                    
	 	 	 
	
                                      Attest:

                                    	 	
                                      By:

                                    	
                                       /s/ Joseph A. Molino,
      Jr.

                                    
	 
      	 	
                                      Name:

                                    	
                                      Joseph
      A. Molino, Jr.

                                    
	
                                      /s/ Richard B. Goodman

                                    	 	
                                      Title:

                                    	
                                      Vice
      President

                                    
	
                                      Assistant
      Secretary

                                    	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                      [Seal]

                                    	 	 
      	 
      
	 
      	 	 
      
	 
      	 	
                                      HY-TECH
      MACHINE, INC.

                                    
	 	 	 
	
                                      Attest:

                                    	 	
                                      By:

                                    	
                                      /s/ Joseph A. Molino,
Jr.

                                    
	 
      	 	
                                      Name:

                                    	
                                      Joseph
      A. Molino, Jr.

                                    
	
                                      /s/ Richard B. Goodman

                                    	 	
                                      Title:

                                    	
                                      Vice
      President

                                    
	
                                      Assistant
      Secretary

                                    	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                      [Seal]

                                    	 	 
      	 
      
	 
      	 	 
      
	 
      	 	
                                      NATIONWIDE
      INDUSTRIES, INC.

                                    
	 	 	 
	
                                      Attest:

                                    	 	
                                      By:

                                    	
                                      /s/ Joseph A. Molino,
Jr.

                                    
	 
      	 	
                                      Name:

                                    	
                                      Joseph
      A. Molino, Jr.

                                    
	
                                      /s/ Richard B. Goodman

                                    	 	
                                      Title:

                                    	
                                      Vice
      President

                                    
	
                                      Assistant
      Secretary

                                    	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                      [Seal]

                                    	 	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      REVOLVER
NOTE

      Signature
Page