AFTER RECORDING RETURN TO:


Jerry Saccone, Esq.


McGuireWoods LLP


1345 Avenue of the Americas, 7th
Floor


New York, New York 10105-0106


(212) 548-2126


Butler County Tax Parcel No.: 130-4F46-37B16


 










FIRST AMENDMENT TO OPEN-END MORTGAGE,
SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FINANCING STATEMENT


 


 


made by


 


 


HY-TECH MACHINE, INC.,


as Mortgagor,


 


to


 


CAPITAL ONE LEVERAGE
FINANCE CORP.,


as agent for Certain Finance
Parties, as Lenders,


as Mortgagee


Dated as of December 14, 2012 and made effective
as of December 19, 2012


 


Relating to Premises in:


Cranberry Township, Butler County, Pennsylvania


 


 


THIS INSTRUMENT IS TO BE INDEXED AS BOTH
A MORTGAGE AND A FIXTURE FILING FILED AS A FINANCING STATEMENT


 


THIS IS A FIRST AMENDMENT OF AN OPEN-END
MORTGAGE UNDER 42


Pa.C.S.A. §8143, WHICH SECURES FUTURE ADVANCES. THE MAXIMUM


AMOUNT SECURED BY THE MORTGAGE, AS AMENDED IS
TWENTY NINE


MILLION FOUR HUNDRED TWENTY THREE THOUSAND THREE HUNDRED AND


00/100 DOLLARS ($29,423,300.00), PLUS ACCRUED BUT UNPAID
INTEREST, FEES,


COSTS, EXPENSES AND ADVANCES MADE AS PROVIDED THEREIN.



 





 


 






    	 



    	 



    
 


FIRST AMENDMENT TO OPEN-END MORTGAGE, ASSIGNMENT


OF LEASES AND RENTS, SECURITY AGREEMENT


AND FINANCING STATEMENT



 


 


THIS FIRST AMENDMENT
TO OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT (the “Amendment”)
is executed and delivered as of December 19, 2012, by HY-TECH MACHINE, INC., a
Delaware corporation, having an office at c/o P&F Industries, Inc., 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 265 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 an Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement dated
October 19, 2010 and effective as of October 25, 2010, made by Mortgagor to secure the “Obligations” (as defined in
the Loan Agreement), encumbering the real property described on Exhibit A hereto, subject only to the Permitted Exceptions set
forth on Exhibit B and recorded on October 26, 2010 in the Office of the Recorder of Deeds of Butler County, Pennsylvania at, Instrument
Number 20100260024916 (the “Mortgage”).


 


WHEREAS, the Loan Agreement
(as defined in the Mortgages) has been amended by the First Amendment to Loan and Security Agreement dated as of September 21,
2011, the Second Amendment to Loan and Security Agreement dated as of November 21, 2011, and the Third Amendment to Loan and Security
Agreement dated of even date herewith among the parties thereto by which each Lender party thereto agreed to make an additional
loan on the Third Amendment Effective Date (as defined in the Third Amendment to Loan and Security Agreement) in a principal amount
as is necessary to cause the aggregate outstanding principal amount of the Term Loan to be $7,000,000.


 


WHEREAS, Mortgagor
and Mortgagee desire to record this Amendment to give notice that that the Mortgage has been modified, amended and supplemented
as specified herein.


 


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



    	 



    



 


2.The Mortgage
is hereby modified so that, from and after the date hereof the Mortgage shall secure the Mortgagor’s performance of the Obligations,
as defined in the Loan Agreement and the Mortgage. 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 00/100
Dollars ($29,423,300.00), and as such notice is hereby given that a future advance has been provided in 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 mortgaging of the Encumbered Property secured by the Mortgage, including, but not limited to, the granting
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.


 






    	3



    	 



    
 


 


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.  


 






    	4



    	 



    
  


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


 





	 	HY-TECH MACHINE, INC., a Delaware corporation 
	 	 	 
	 	By: 	/s/ Joseph A. Molino, Jr.
	 	Name: 	Joseph A. Molino, Jr.
	 	Title: 	Vice President 



 


     


 





	STATE OF NEW YORK	 	)	 
	 	 	)	SS:
	COUNTY OF SUFFOLK	 	)	 







 


On this, the 14th
day of December, 2012 before me, a Notary Public, the undersigned officer, personally appeared Joseph A. Molino, Jr.
who acknowledged himself to be the Vice President of HY-TECH MACHINE, INC., a Delaware corporation (the “Mortgagor”),
and that he, as such, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing
the name of the Mortgagor by himself/herself as such Vice President.


 


IN WITNESS
WHEREOF, I hereunto set my hand and official seal.


 





	 	 	/s/ Husam Jaghas
	 	 	Notary Public
	 	 	 










 


My Commission Expires: 4/27/15


 





FIRST AMENDMENT TO OPEN-END MORTGAGE, ASSIGNMENT
OF LEASES AND RENTS,

SECURITY AGREEMENT AND FINANCING STATEMENT


Cranberry Township, Pennsylvania (Butler
County)


Signature Page


 











    	 



    	 



    
 





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


 


 


   


STATE OF NEW YORK


 


COUNTY OF SUFFOLK


 


 


The foregoing instrument
was acknowledged before me this 17 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:____________________


 











  


 





FIRST AMENDMENT TO OPEN-END MORTGAGE, ASSIGNMENT
OF LEASES AND RENTS,

SECURITY AGREEMENT AND FINANCING STATEMENT


Cranberry Township, Pennsylvania (Butler
County)


Signature Page


 






    	 



    	 



    



 





The undersigned hereby certifies that the precise address of
the within named mortgagee is:


 


Capital One Leverage Finance Corp.


265 Broadhollow Road


Melville, New York 11747


Attention: Julianne Low


 


	 	 	/s/ Kimberly B. Saltrick
	 	 	Agent for mortgagee/McGuire Woods LLP



 








 


 


 


 


FIRST AMENDMENT TO OPEN-END MORTGAGE, ASSIGNMENT
OF LEASES AND RENTS,

SECURITY AGREEMENT AND FINANCING STATEMENT


Cranberry Township, Pennsylvania (Butler
County)


Signature Page


 






    	 



    	 



    
 





Exhibit A to the Mortgage Agreement







   


Legal Description


 


 


ALL that certain parcel of land situate
in Cranberry Township, Butler County and Commonwealth of Pennsylvania being known and designated as Lot Nos. 15 and 16 in the Mashuda
Industrial Park Plan of Lots No. 2 as recorded in the Recorder’s Office of Butler County in Rack File 71, page 2.


 


Tax Parcel No. 130-4F46-37B16.


 


 


 


 


 


 



    	A-1



    	 



    

 





Exhibit B to the Mortgage Agreement







 


Permitted Encumbrances


 


 


		1.	Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the Public Records or attaching
subsequent to the October 5, 2010 Effective Date of Title Commitment Number 43001698812 as issued by First American Title Insurance
Company, but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon covered
by the aforementioned Title Commitment.



 


		2.	Intentionally deleted.



 


		3.	Easements, or claims of easements, not shown by the Public
Records.



 


		4.	Any variation in location of lines or dimensions or other matters which an accurate survey would disclose.



 


		5.	Intentionally deleted.



 


		6.	Intentionally deleted.



 


		7.	Coal and mining rights and all rights related thereto.



 


NOTICE: THIS DOCUMENT DOES NOT INCLUDE OR INSURE THE
TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF
SUCH COAL MAY HAVE THE COMPLLI E LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE
OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT
OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INS I RUMENT. (See 52 P.S. 1551)


 


		8.	Subject to covenants, conditions, restrictions and easements which may exist on the land.



 


		9.	Possible tax increase based on additional assessments, not yet due and payable.



 


		10.	Oil, gas or other mineral interests and all rights Incident thereto now or previously conveyed, transferred, leased, excepted
or reserved.



 


		11.	Intentionally deleted.



 


		12.	Intentionally deleted.



 


		13.	Intentionally deleted.



 






    	B-1



    	 



    
 


 


		14.	Rights granted to New York State Natural Gas Corporation as set forth in Deed Book Volume 603, page 430 and modification thereto
in Deed Book Volume 1470, page 99.



 


		15.	Rights granted to The Municipal Sewer and Water Authority of Cranberry Township as set forth in Deed Book Volume 1084, page
161.



 


		16.	Rights granted to North Pittsburgh Telephone Company as set forth in Deed Book Volume 1235, page 750 and Deed Book Volume 1235,
page 753.



 


		17.	Subject to all matters shown on the Plan of Lots No, 2 as recorded in the Recorder's Office of Butler County, Pennsylvania
in Rack File 71, page 2.



 


		18.	Subject to all matters shown on the Plan as recorded in the Recorder's Office of Butler County, Pennsylvania in Plan Book 233,
page 45.



 


		19.	Declaration of Protective Covenants and Use Restrictions as set forth in Deed Book Volume 1140, page 951.



 


		20.	ALTA/ACSM Land Title Survey prepared by Byron D. Howell, Professional Land Surveyor for Bock & Clark Corporation, Project
No. 200900091,001 dated February 20, 2009, last revised February 25, 2009, discloses:



 


		a.	“Water run" crosses Easterly and Northerly
lines of land;



 


		b.	Easterly abutter's satellite dish encroaches onto land
by 5.2'+/-;



 


		c.	1 story brick and aluminum building and 1 story shed encroach over 100' setback line shown per Plan Book 233, page 45;



 


		d.	Asphalt paving including a portion of the parking spaces encroach over the 40' no paving line.



 






    	B-2



    	 



    
  


Subject Leases


 


 


NONE


 


 


 





 


 


 


 


 


FIRST AMENDMENT TO MORTGAGE


 











    	B-3