Exhibit 10.1


 


AMENDMENT NO. 9 AND WAIVER TO


CREDIT AGREEMENT


 


AMENDMENT NO. 9 AND WAIVER, dated as of November 9, 2007 (the “Amendment
and Waiver”) 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, the
Lenders and the Administrative Agent have agreed, subject to the terms and
conditions of this Amendment and Waiver, to waive certain provisions of the
Credit Agreement as herein set forth.


 


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


 


1.             Amendment. The table in Section 7.13(c) of the Credit Agreement, Consolidated
Senior Debt to Consolidated EBITDA, is hereby amended and restated in its
entirety to provide as follows:


 


	
  Period

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2007 through March 30, 2008

  	
   

  	
  4.25:1.00

  	
   

  
	
  March 31, 2008 through December 30, 2008

  	
   

  	
  3.50:1.00

  	
   

  
	
  December 31, 2008 through December 30, 2009

  	
   

  	
  2.75:1.00

  	
   

  
	
  December 31, 2009 to December 30, 2010

  	
   

  	
  2.50:1.00

  	
   

  
	
  December 31, 2010 and thereafter

  	
   

  	
  2.00:1.00

  	
   

  



 


2.             Waiver.


 


Compliance with Section 7.13(c)
of the Agreement, Consolidated Senior Debt to Consolidated EBITDA Ratio,
is hereby waived for the period commencing on September 30, 2007 through and
including December 30, 2007.


 


3.             Conditions of Effectiveness


 


This Amendment and Waiver shall
become effective as of the date hereof, upon receipt by the Bank of this Amendment
and Waiver, duly executed by the Co-Borrowers.


 

















 


3.             Miscellaneous.


 


(a)           Capitalized terms used herein and not otherwise defined herein shall
have the same meanings as defined in the Credit Agreement.


 


(b)           Except as expressly waived hereby, the Credit Agreement shall remain in
full force and effect in accordance with the terms thereof. The Credit
Agreement is ratified and confirmed in all respects by the Co-Borrowers. The amendment
and waiver herein contained are limited specifically to the matters set forth
above and do not constitute directly or by implication an amendment or waiver of
any other provision of the Credit Agreement or any Default or Event of Default
which may occur or may have occurred under the Credit Agreement.


 


(c)           Each Co-Borrower hereby represents and warrants that (i) the
representations and warranties by the Co-Borrowers pursuant to the Credit
Agreement and each other Loan Document are true and correct on the date hereof,
and (ii) no Default or Event of Default exists.


 


(d)           This Amendment and Waiver may be executed in one or more counterparts,
each of which shall constitute an original, but all of which, when taken
together, shall constitute but one agreement.


 


(e)           This Amendment and Waiver shall constitute a
Loan Document.


 


[next page is signature page]


 


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IN WITNESS WHEREOF, the Co-Borrowers, the Lenders and the Administrative Agent have
caused this Amendment and Waiver 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
  President of Green 

  Manufacturing, Inc. and the Vice President of 

  each of the other 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

  	
   

  
									



 


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