Exhibit 10.1


 


AMENDMENT NO. 12 TO


CREDIT AGREEMENT


 


THIS AMENDMENT
NO. 12 dated as of June 27,
2008 (the “Amendment”) to the Credit Agreement, dated as of June 30, 2004,
by and among P&F INDUSTRIES, INC., a
Delaware corporation  (“P&F”), FLORIDA PNEUMATIC MANUFACTURING CORPORATION,
a Florida corporation (“Florida Pneumatic”), EMBASSY
INDUSTRIES, INC., a New York corporation (“Embassy”), GREEN MANUFACTURING, INC., a Delaware
corporation (“Green”), COUNTRYWIDE HARDWARE,
INC., a Delaware corporation (“Countrywide”), NATIONWIDE INDUSTRIES, INC., a Florida
corporation (“Nationwide”), WOODMARK INTERNATIONAL,
L.P., a Delaware limited partnership (“Woodmark”), PACIFIC STAIR PRODUCTS, INC., a Delaware corporation (“Pacific”),
WILP HOLDINGS, INC., a Delaware
corporation (“WILP”), CONTINENTAL TOOL GROUP,
INC., a Delaware corporation (“Continental”) and HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”;
and collectively with P&F, Florida Pneumatic, Embassy, Green, Countrywide,
Nationwide, Woodmark, Pacific, WILP and Continental,  the
“Co-Borrowers”), CITIBANK, N.A. and HSBC BANK USA, NATIONAL ASSOCIATION (formerly known as HSBC
Bank USA) (collectively, the “Lenders”) and CITIBANK,
N.A., as Administrative Agent for the Lenders (as same has been and
may be further amended, restated, supplemented or otherwise modified, from time
to time, the “Credit Agreement”).


 


RECITALS


 


The
Co-Borrowers have requested, and the Administrative Agent and the Lenders have
agreed, subject to the terms and conditions of this Amendment, to extend the
Revolving Credit Commitment Termination Date.


 


Accordingly,
in consideration of the premises and of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:


 


ARTICLE I.


Amendment to Credit
Agreement.


 


Section 1.1.            The definition of “Revolving Credit
Commitment Termination Date” in Section 1.01 of the Credit Agreement is
hereby amended in its entirety to provide as follows:


 


“Revolving Credit Commitment Termination Date” shall
mean July 31, 2008.


 


ARTICLE II.


Conditions of Effectiveness.


 


Section 2.1.            This Amendment shall become effective as of
the date hereof, upon receipt by the Administrative Agent of this Amendment,
duly executed by each Co-Borrower.


 


ARTICLE III.


Representations and
Warranties; Effect on Credit Agreement.


 


Section 3.1.  Each Co-Borrower hereby represents and
warrants as follows:


 


a.             This Amendment and the Credit Agreement, as
amended hereby, constitute legal, valid and binding obligations of the
Co-Borrowers and are enforceable against the Co-Borrowers in accordance with
their respective terms.


 

















 


b.             Upon the effectiveness of this Amendment, the
Co-Borrowers hereby reaffirm all covenants, representations and warranties made
in the Credit Agreement to the extent that the same are not amended hereby and
each Co-Borrower agrees that all such covenants, representations and warranties
shall be deemed to have been remade as of the date hereof.


 


c.             No Default or Event of Default has occurred
and is continuing or would exist after giving effect to this Amendment.


 


d.             No Co-Borrower has any defense, counterclaim
or offset with respect to the Credit Agreement.


 


e.             All corporate and limited partnership action
of each Co-Borrower appropriate and necessary, including, if necessary,
resolutions of the Board of Directors of each of P&F, Florida Pneumatic,
Embassy, Green, Countrywide, Nationwide, Pacific and WILP and resolutions of
the general partner of Woodmark, to authorize the execution, delivery and
performance of this Amendment, has been taken.


 


Section 3.2.           Effect on Credit Agreement and Loan Documents.


 


a.             Upon the effectiveness of this Amendment,
each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby.


 


b.             Except as specifically amended herein, the
Credit Agreement, and all other documents, instruments and agreements executed
and/or delivered in connection therewith, shall remain in full force and
effect, and are hereby ratified and confirmed.


 


c.             Except as expressly provided herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or the
Lenders, nor constitute a waiver of any provision of the Credit Agreement, or
any other documents, instruments or agreements executed and/or delivered under
or in connection therewith.


 


d.             The other Loan Documents and all agreements,
instruments and documents executed and delivered in connection with the Credit
Agreement and any other Loan Documents shall each be deemed to be amended and
supplemented hereby to the extent necessary, if any, to give effect to the
provisions of this Amendment.


 


ARTICLE IV.


Miscellaneous.


 


Section 4.1.           This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.


 


Section 4.2.           Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.


 


Section 4.3.           This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, and all of which,
taken together, shall be deemed to constitute one and the same agreement.


 


2

















 


IN WITNESS
WHEREOF, the
Co-Borrowers, the Lenders and the Administrative Agent have caused this
Amendment to be duly executed by their duly authorized officers as of the day
and year first above written.


 


	
   

  	
  P&F INDUSTRIES, INC.

  
	
   

  	
  FLORIDA PNEUMATIC MANUFACTURING CORPORATION
  

  
	
   

  	
  EMBASSY INDUSTRIES, INC.

  
	
   

  	
  GREEN MANUFACTURING, INC.

  
	
   

  	
  COUNTRYWIDE HARDWARE, INC.

  
	
   

  	
  NATIONWIDE INDUSTRIES, INC.

  
	
   

  	
  WOODMARK INTERNATIONAL, L.P.

  
	
   

  	
  By:

  	
  Countrywide Hardware, Inc., its General

  
	
   

  	
   

  	
  Partner

  
	
   

  	
  PACIFIC STAIR PRODUCTS, INC.

  
	
   

  	
  WILP HOLDINGS, INC.

  
	
   

  	
  CONTINENTAL TOOL GROUP, INC.

  
	
   

  	
  HY-TECH MACHINE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  
	
   

  	
   

  	
  Joseph A.
  Molino, Jr., the Vice President of each

  of the corporations named above

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A., as a Lender and as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Kelly

  
	
   

  	
   

  	
  Stephen Kelly, Vice
  President

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL

  
	
   

  	
  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond Fincken

  
	
   

  	
   

  	
  Raymond Fincken, Vice President

  
				



 


3