AFTER RECORDING RETURN TO:


Jerry Saccone, Esq.


McGuireWoods LLP


1345 Avenue of the Americas, 7th
Floor


New York, New York 10105-0106







 


 


Hillsborough County


 


Note to Clerk Of Circuit Court of Hillsborough
County, Florida: This SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT
is recorded only in the State of Florida and describes and encumbers only Florida real and personal property. This Second Amendment
only partially secures an out-of-state loan in the amount of $29,423,300.00 which is also secured by mortgages and other security
agreements on out-of-state property. This Second Amendment amends a certain Mortgage, Assignment of Leases and Rents, Security
Agreement and Financing Statement recorded in Official Records Book 20167, page 883, as amended by that certain First Amendment
to Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement recorded in Official Records Book 20822,
page 142, both of the public records of Hillsborough County, Florida, and counterparts thereof recorded in Official Records Book
24179, page 14, and Official Records Book 14903, page 620, both of the public records of Palm Beach County, Florida. Each of those
mortgages limits recovery thereunder to the aggregate principal sum of $8,910,000, and documentary stamp tax was paid on the counterpart
recorded in the public records of Hillsborough County, Florida, in the amount of $31,185, and intangible tax was paid on the counterpart
thereof recorded in Hillsborough County, Florida, in the amount of $17,820. Nothing in this amendment increases the permitted recovery
amount of $8,910,000, and no additional documentary stamp tax or intangible tax is due hereon. See F.S. Section 201.08 (5). A counterpart
of this second amendment (but given by a different mortgagor) is being recorded in Palm Beach County.


 


 


SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT



OF LEASES AND RENTS, SECURITY AGREEMENT



AND FINANCING STATEMENT 


 


THIS SECOND AMENDMENT
TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT (the “Amendment”) is executed
and delivered as of December 19, 2012, by countrywide hardware, Inc., a Delaware
corporation, mortgagor, having an office at 445 Broadhollow Road, Suite 100, Melville NY 11746 (the “Mortgagor”),
to CAPITAL ONE LEVERAGE FINANCE CORP., as Agent for the benefit of the Finance Parties referred to in the Loan Agreement
(as defined below), having an office at 275 Broadhollow Road, Melville, New York 11747 (in such capacity, together with its successors,
substitutes and assigns, the “Mortgagee”).


 


Mortgagor and Mortgagee
are herein sometimes referred to collectively as the “Parties.” All capitalized terms not defined herein shall have
the same meaning ascribed to such terms in the Mortgage (defined below).


 






    	 



    	 



    
  


RECITALS


 


WHEREAS, Mortgagee
is the owner and holder of a Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement dated as of October
25, 2010, made by Mortgagor to secure the “Obligations” (as defined in the Loan Agreement) and recorded in Official
Records Book 20167, page 883, as amended by that certain First Amendment to Mortgage, Assignment of Leases and Rents, Security
Agreement and Financing Statement, recorded in Official Records Book 20822, page 142, both of the public records of Hillsborough
County, Florida (collectively, the “Hillsborough Mortgage”) and a Mortgage, Assignment of Leases and Rents, Security
Agreement and Financing Statement made by Florida Pneumatic Manufacturing Corporation, and encumbering property in Palm Beach County,
Florida, and also given to secure the Obligations and recorded in Official Records Book 24179, page 14, as amended by that certain
First Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement recorded in Official Records
Book 14903, page 620, both of the public records of Palm Beach County, Florida (collectively, the “Palm Beach County Mortgage”)
(the Palm Beach County Mortgage and the Hillsborough County Mortgage, each as modified, amended and supplemented from time to time,
a “Mortgage” and together, the “Mortgages”).


 


WHEREAS, the Loan Agreement
(as defined in the Mortgages) has been amended by the Third Amendment to Loan and Security Agreement dated of even date herewith
among the parties thereto (“Loan Amendment”). As provided therein, the term “Obligations” now includes
the increased Revolver Commitment (as defined in the Loan Amendment) in the amount of $20,000,000.00, the renewed Term Loan Commitment
(as defined in the Loan Amendment) in the amount of $7,000,000.00 and the Capex Loan Commitment (as defined in the Loan Agreement),
and the term “Loan Agreement” now includes the Loan Agreement as modified and amended by the Third Amendment to Loan
and Security Agreement.


 


WHEREAS, Mortgagor
and Mortgagee desire to record this Amendment to give notice that (i) all references to Obligations include the modifications of
the Revolver Commitment and Term Loan Commitment specified in the Loan Amendment (ii) that the Mortgages have been modified, amended
and supplemented as specified herein; and (iii) the Loan Agreement is secured by the Mortgage, and is entitled to the benefits
thereof.


 


NOW, THEREFORE, for
Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged by the Parties,
Mortgagor and Mortgagee hereby covenant and agree as follows:


 


1.                 
The recitals set forth above are true and accurate and are incorporated herein by this reference.


 


2.                 
The Mortgages are hereby modified so that, from and after the date hereof: (a) the Mortgages shall secure the respective
Mortgagor’s performance of the Obligations; and (b) the term “Obligations,” as used in the Mortgages shall mean
and refer to the Obligations. The aggregate principal indebtedness represented by the commitments provided for in the Loan Agreement
on the date hereof is Twenty-Nine Million Four Hundred Twenty-Three Thousand Three Hundred and No/100 Dollars ($29,423,300.00)
and as such notice is hereby given that a future advance has been provided to fund such amount.


 






    	 



    	 



    
  


3.                 
The term “Loan Agreement” as defined in the Mortgage is hereby deemed to include all present and future amendments,
supplements, modifications, extensions, renewals or revisions of the Loan Agreement.


 


4.                 
The lien and operation of the Mortgage shall continue in full force and effect and Mortgagor and Mortgagee agree that the
Mortgage secures the payment of the Obligations.


 


5.                 
Mortgagor hereby ratifies and confirms to Mortgagee, as of the date hereof, that all of the terms, covenants, indemnifications,
and provisions of the Mortgage are and shall remain in full force and effect without change except as otherwise expressly and specifically
modified by this Amendment, and all obligations, covenants, conditions, agreements, warranties, representations and other terms
and provisions thereof, as amended hereby, are hereby ratified, confirmed, re-affirmed, and re-published. Without limiting the
foregoing, Mortgagor hereby re-confirms the conveyance of the Encumbered Property secured by the Mortgage, including, but not limited
to, the conveyance of a mortgage lien on the Encumbered Property and absolutely and irrevocably, an assignment of all rents, income,
profits, lease termination, cancellation and/or surrender fees and all right, title and interest of the Mortgagor in and to any
and all leases now or hereafter on or affecting the Encumbered Property, or any part thereof, as more particularly set forth in
the Mortgage, with a reservation only to Mortgagor of the conditional right, as a license, to collect the rents, income, lease
termination, cancellation and/or surrender fees and other benefits arising under such leases until an Event of Default shall occur
under the Mortgage. In the event of any conflict or ambiguity between the terms, covenants, and provisions of this Amendment and
those of the Mortgage, the terms, covenants, and provisions of this Amendment shall control.


 


6.                 
This Amendment is not a novation of any of the Obligations or the Mortgage and is not intended by the parties to be a novation
of the Obligations and the Mortgage.


 


7.                 
Mortgagor hereby acknowledges, confirms and warrants to Mortgagee that as of the date hereof, Mortgagor neither has nor
claims any offset, defense, claim, right of set-off or counterclaim against Mortgagee under, arising out of or in connection with
this Amendment, the Obligations or the Mortgage, or with respect to any of the indebtedness evidenced or secured thereby, or with
respect to the Encumbered Property. In addition, Mortgagor covenants and agrees with Mortgagee that if any off-set, defense, claim,
right of set-off or counterclaim exists, Mortgagor hereby irrevocably and expressly waives the right to assert such matter.


 


8.                 
Mortgagor represents, warrants and covenants that Mortgagor has full power, authority and legal right to execute this Amendment,
and to keep and observe all the terms of this Amendment on its part to be observed or performed.


 


9.                 
This Amendment shall be binding upon and inure to the benefit of Mortgagor, Mortgagee, and their respective successors and
assigns.


 






    	 



    	 



    
 


 


10.             
This Amendment may be executed in any number of duplicate originals and each such duplicate original shall be deemed to
constitute one and the same instrument.


 


11.             
If any term, covenant, or condition of this Amendment shall be held to be invalid, illegal, or unenforceable in any respect,
this Amendment shall become construed without such provision.


 


12.             
Nothing herein contained shall modify or amend the provisions of Section 5.13 of the Mortgage.


 






    	 



    	 



    
  


IN WITNESS WHEREOF,
the undersigned has executed this instrument as of the day and year first above written in a manner so as to be binding.


 





	 	COUNTRYWIDE HARDWARE, INC.
	 	 	 
	 	By: 	/s/ Joseph A. Molino, Jr.
	 	Name: 	Joseph A. Molino, Jr.
	 	Title: 	Vice President



 





	ATTEST:
	 	 	 
	By: 	/s/ Richard Goodman
	 	Name: 	Richard Goodman 
	 	Title: 	Assistance Secretary 



 


 


[Corporate
Seal]


 


 


 


STATE
OF NEW YORK


COUNTY
OF SUFFOLK


 





 


The foregoing instrument was acknowledged
before me this 14th of December, 2012, by Joseph A. Molino, Jr., as Vice President of Countrywide
Hardware, Inc., a Delaware corporation, on behalf of the corporation, who


 


		( )	is personally known to me;



		X	has produced a NY Driver’s License as identification; or



		( )	has produced a ______________ as identification.



 


 





	 	/s/ Husam Jaghab
	 	Notary Signature
	 	Print Name: Husam Jaghab                                            
	 	Notary Public, State and County Aforesaid
	 	My commission expires:_____________________
	 	Commission Number:____________________



 


 


 





SECOND AMENDMENT TO MORTGAGE


(Hillsborough County)


 











    	 



    	 



    
 





	 	MORTGAGEE:
	 	 	 
	 	CAPITAL ONE LEVERAGE FINANCE
	 	CORP., as Agent
	 	 	 
	 	By: 	/s/ Julianne Low
	 	Name: 	Julianne Low
	 	Title: 	Vice President



 


  


STATE OF NEW YORK


 


COUNTY OF SUFFOLK


 


 


The foregoing instrument
was acknowledged before me this 17th of December, 2012, by Julianne Low, as a Vice President of CAPITAL
ONE LEVERAGE FINANCE CORP., a New York corporation, on behalf of the corporation, who:


 


		X	is personally known to me;



		( )	has produced a ______________ Driver’s License
as identification; or



		( )	has produced a ______________ as identification.



 


 





	 	/s/ Indira T. Edwards 
	 	Notary Signature
	 	Print Name: Indira T. Edwards                                     
	 	Notary Public, State and County Aforesaid
	 	My commission expires:_____________________
	 	Commission Number:____________________


 


 


 





SECOND AMENDMENT TO MORTGAGE


(Hillsborough County)