Exhibit 10.2


 


FOURTH
AMENDED AND RESTATED REVOLVER NOTE


 


	April 12, 2022	$18,000,000.00	New York, New York



 


P&F
INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANAFUACTURING CORPORATION,
a Florida corporation (“Florida Pneumatic”) and HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”,
and together with P&F and Florida Pneumatic 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, NATIONAL ASSOCIATION
(“Lender”), the principal sum of EIGHTEEN MILLION AND NO/100 DOLLARS ($18,000,000.00), 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 Second Amended and Restated Loan and Security Agreement
dated as of April 5, 2017, among Borrowers, the Guarantors from time to time party thereto, Capital One, National Association, 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 Fourth Amended and Restated Revolver Note (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 amends and restates that certain Third Amended and Restated Revolver Note dated as of April 5, 2017 (the “Prior Note”)
executed by the Borrowers and delivered to Lender in connection with the Loan Agreement, in the original principal amount of $16,000,000.00.
The execution of this note does not extinguish the Indebtedness outstanding in connection with the Prior Note, nor does it constitute
a novation with respect to the Indebtedness outstanding in connection therewith.


 


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).


 


[Signature page follows.]


 






     


     


    

 


IN
WITNESS WHEREOF, this 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 Goodman	 	Title: Vice President
	Assistant Secretary	 	 
	 	 	 
	 	 	FLORIDA PNEUMATIC MANUFACTURING CORPORATION
	 	 	 
	Attest:	 	By:	 /s/ Joseph A. Molino, Jr.
	 	 	Name: Joseph A. Molino, Jr.
	/s/ Richard Goodman	 	Title: Vice President
	Assistant Secretary	 	 
	 	 	 
	 	 	HY-TECH MACHINE, INC.
	 	 	 
	Attest:	 	By:	 /s/ Joseph A. Molino, Jr.
	 	 	Name: Joseph A. Molino, Jr.
	/s/ Richard Goodman	 	Title: Vice President
	Assistant Secretary	 	 



 


FOURTH AMENDED AND RESTATED REVOLVER NOTE


Signature Page