AMENDED AND RESTATED TERM LOAN NOTE


 


	December 19, 2012	$7,000,000.00	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
CORP. (“Lender”), the principal sum of SEVEN MILLION DOLLARS ($7,000,000.00), or such lesser amount
as may be advanced by Lender as a Term Loan 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 Corp., 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 Lender’s Term Loan 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 prepayment of amounts upon specified terms and conditions.


 


This Note is issued
in replacement of the Term Loan Note dated October 25, 2010 issued to Lender (the “Original Note”) and does
not effect any refinancing or extinguishment of the indebtedness and obligations of such Original Note and is not a novation but
is a replacement of such Original Note.


 


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 the Term Loan, including payments thereon. 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 Term Loan
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]	 	 	 



 


 


 


 


AMENDED AND RESTATED TERM LOAN NOTE


Signature Page