EXHIBIT 10.11


 


SECURITY
AGREEMENT


 


This Security Agreement (the “Security Agreement”),
dated as of April 23, 2010, is by and between WILP Holdings, Inc., a
Delaware  corporation (the “Debtor”),
and Marc Schorr together with his heirs,
administrators, successors and assigns (“Schorr”)
and Richard A. Horowitz, together with his
heirs, administrators, successors and assigns (“Horowitz”
and together with Schorr, each a “Secured Party”
and collectively, the “Secured Parties”).


 


Background


 


1.                                       On or about the date hereof, the Debtor
and its affiliates have issued to the Secured Parties Secured Subordinated
Promissory Notes in the aggregate original principal amount of $750,000.00 (as
the same may be amended from time to time, (the “Notes”)
with each Secured Party acquiring a Note for the principal amount specified
opposite such Secured Party’s name on Exhibit “A”.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings specified in the Notes.


 


2.                                       To induce the Secured Parties to loan funds
to the Debtor and its affiliates pursuant to the Notes, the Debtor has agreed
to provide the Secured Parties with a security interest in the Collateral (as
hereinafter defined).


 


N O W, T H E R E F O R E,


 


In consideration of the promises and the mutual covenants and
agreements herein set forth, and in order to induce the Secured Parties to loan
funds pursuant to the Notes, the Debtor hereby agrees with the Secured Parties
as follows:


 


Section 1.               Grant of Security Interest.  The Debtor hereby grants to the Secured
Parties, on the terms and conditions hereinafter set forth, a security interest
in the collateral identified in Section 2 below (the “Collateral”),
subject only to the liens set forth on Exhibit “B” (“Permitted
Liens”).


 


Section 2.               Collateral.  The “Collateral” is all tangible and
intangible assets of the Debtor of whatever kind and nature (including, without
limitation, all intellectual property of whatever kind or nature of the Debtor
including patents, trademarks, tradenames, copyrights and all other
intellectual property and any applications or registrations therefore,
accounts, chattel paper, commercial tort claims, documents, equipment, farm
products, general intangibles, instruments, inventory, investment property, and
the equity of all of Debtor’s subsidiaries), in each case whether now owned or
hereafter acquired and wherever located, and all proceeds thereof, together
with all proceeds, products, replacements and renewals thereof.  The Debtor agrees that, except in connection
with any Permitted Liens or the exercise of the Lenders’ (as defined below)
right, it will not sell, transfer, pledge, mortgage or encumber any of the
Collateral (other than sales of goods or services in the ordinary course of
business) without the prior written consent of the Secured Parties.


 


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Section 3.               Representations and Warranties; Covenants.  The Debtor hereby represents, warrants and
covenants as follows:


 


(a)                                  The Debtor has title to the Collateral
free from any lien, security interest, encumbrance or claim, other than
Permitted Liens.


 


(b)                                 The Debtor will maintain the Collateral
so as to preserve its value subject to wear and tear in the ordinary course.


 


(c)                                  The Debtor is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.


 


(d)                                 The Debtor will pay when due all existing
or future charges, liens, or encumbrances on the Collateral, and will pay when
due all taxes and assessments now or hereafter imposed or affecting it unless
such taxes or assessments are diligently contested by the Debtor in good faith
and reasonable reserves are established therefor.


 


(e)                                  All information with respect to the Notes
and the Collateral and account debtors set forth in any schedule, certificate
or other writing at any time heretofore furnished by the Debtor to the Secured
Parties, and all other written information heretofore furnished by the Debtor
to the Secured Parties, is true and correct in all material respects, as of the
date furnished.


 


(f)                                    As soon as practicable following the date
of execution of this Security Agreement and in any event within five (5) business
days of such date, the Debtor will prepare, execute and file with the Secretary
of State in the State of Delaware a UCC-1 Financing Statement covering the
Collateral, naming the Secured Parties as secured parties thereunder.


 


(g)                                 The Debtor will keep its records
concerning the Collateral at its address shown in Section 18 below.  Such records will be of such character as to
enable the Secured Parties or their representatives to determine at any time
the status thereof, and the Debtor will not, unless the Secured Parties shall
otherwise consent in writing, maintain any such record at any other address.


 


(h)                                 The Debtor will furnish the Secured
Parties information on a quarterly basis concerning the Debtor, the Notes and
the Collateral as the Secured Parties may at any time reasonably request and
shall promptly furnish the Secured Parties with information upon the Debtor’s
becoming aware of any material non-compliance with any obligation evidencing
indebtedness for other borrowed money which might or would be likely to result
in a default or event of default under any such obligation.


 


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(i)                                     The Debtor will permit the Secured
Parties and their representatives at any reasonable time on five (5) day
prior written notice to inspect any and all of the Collateral, and to inspect,
audit and make copies of and extracts from all records and all other papers in
possession of the Debtor pertaining to the Notes and the Collateral and will,
on request of the Secured Parties, deliver to the Secured Parties all such
records and papers for the purpose of enabling the Secured Parties to inspect,
audit and copy same.  Any of the Debtor’s
records delivered to the Secured Parties shall be returned to the Debtor as
soon as the Secured Parties shall have completed its inspection, audit and/or
copying thereof.


 


Section 4.             Subordination.  Notwithstanding anything to the contrary
in this Agreement, the payment and priority of all claims of either Secured
Party under this Agreement are subordinate in right, time, and priority to the
claims of Citibank, N.A. and HSBC Bank USA, National Association (the “Lenders”),
and all such amounts payable to either Secured Party shall not be paid or
payable, except as set forth in the Subordination and Intercreditor Agreement
dated April     , 2010 between the Lenders and the
Secured Parties (as amended, restated, supplemented or modified from time to
time, the “Subordination Agreement”). 
The Subordination Agreement is incorporated by reference as if set forth
in full.  To the extent the Subordination
Agreement requires, Debtor shall pay the Lenders any sums this document
otherwise requires Debtor to pay either Secured Party.


 


Section 5.             Secured Parties May Perform.  Upon the occurrence and continuation of an “Event
of Default” under any Note, at the option of the Secured Parties and
subject to any limitations in the Subordination Agreement, the Secured Parties
may discharge taxes, liens or security interests, or other encumbrances at any
time hereafter levied or placed on the Collateral except to the extent same are
Permitted Liens; may pay for insurance required to be maintained on the
Collateral pursuant to Section 3; and may pay for the maintenance and
preservation of the Collateral.  The
Debtor agrees to reimburse the Secured Parties on demand for any payment made,
or any expense incurred, by the Secured Parties pursuant to the foregoing
authorization.  Until the occurrence and
continuation of an Event of Default, subject to any restrictions and/or
limitations set forth in the Subordination Agreement, the Debtor may have possession
of the Collateral and use it in any lawful manner not inconsistent with this
Security Agreement.


 


Section 6.             Obligations Secured; Certain Remedies.  This Security Agreement secures the payment
and performance of all obligations of the Debtor to the Secured Parties under
the Notes, whether now existing or hereafter arising.  Upon the occurrence and continuation of an
Event of Default under any Note, the Secured Parties may declare all
obligations secured hereby immediately due and payable and may exercise the
remedies of a secured party under the Uniform Commercial Code, subject to any
restrictions and/or limitations set forth in the Subordination Agreement.  Without limiting the foregoing, subject to
any restrictions and/or limitations set forth in the Subordination Agreement,
the Secured Parties may require the Debtor to assemble the Collateral and make
it available to the Secured Parties at a place to be designated by the Secured
Parties which is reasonably convenient to both parties or to execute
appropriate documents of assignment, transfer and conveyance, in each case, in
order to permit the Secured Parties to take possession of and title to the
Collateral.  Unless the Collateral is
perishable or threatens to decline rapidly in value or is of a type customarily
sold on a 


 


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recognized market,
subject to any restrictions and/or limitations set forth in the Subordination
Agreement, the Secured Parties will give the Debtor reasonable notice of the
time and place of any public sale thereof or of the time after which any
private sale or any other intended disposition thereof is to be made.  The requirements of reasonable notice shall
be met if such notice is mailed to the Debtor via registered or certified mail,
postage prepaid, at least fifteen (15) days before the time of sale or
disposition.  Expenses of retaking,
holding, preparing for sale, selling or the like, shall include the Secured
Parties’ reasonable attorneys’ fees and legal expenses.


 


Section 7.             Debtor Remains Liable.  Anything herein to the contrary
notwithstanding:


 


(a)                            Notwithstanding the exercise of any
remedy available to the Secured Parties hereunder or at law in connection with
an Event of Default, the Debtor shall remain liable to repay the balance
remaining unpaid and outstanding under the Notes after the value or proceeds
received by the Secured Parties in connection with such remedy is
subtracted.  The Secured Parties shall
promptly deliver and pay over to the Debtor any portion of the value or
proceeds received in connection with such remedy that remains after the unpaid
and outstanding portion of the Notes is paid in full.


 


(b)                           The Debtor shall remain liable under the
contracts and agreements included in the Collateral to the extent set forth
therein, and shall perform all of its duties and obligations under such
contracts and agreements to the same extent as if this Security Agreement had
not been executed.


 


(c)                            The exercise by the Secured Parties of
any of their rights hereunder shall not release the Debtor from any of its
duties or obligations under any such contracts or agreements included in the
Collateral.


 


(d)                           The Secured Parties shall not have any
obligation or liability under any such contracts or agreements included in the
Collateral by reason of this Security Agreement, nor shall the Secured Parties
be obligated to perform any of the obligations or duties of the Debtor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.


 


Section 8.             Security Interest Absolute.  All rights of the Secured Parties and the
security interests granted to the Secured Parties hereunder shall be absolute
and unconditional, to the maximum extent permitted by law, irrespective of:


 


(a)                            Any lack of validity or enforceability of
the Notes or any other document or instrument relating thereto;


 


(b)                           Any change in the time, manner or place
of payment of, or in any other term of, all or any part of the Obligations or
any other amendment to or waiver of or any 


 


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consent to any departure from the Notes or any other
document or instrument relating thereto;


 


(c)                            Any exchange, release or non-perfection
of any collateral (including the Collateral), or any release of or amendment to
or waiver of or consent to or departure from any guaranty, for all or any of
the Obligations; or


 


(d)                           Any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the Debtor, a
guarantor or a third party grantor of a security interest.


 


Section 9.             Additional Assurances.  At the request of the Secured Parties, the
Debtor will join in executing or will execute, as appropriate, all necessary
financing statements in a form satisfactory to the Secured Parties, and the
Debtor will pay the cost of filing such statements, including all statutory
fees.  The Debtor will further execute
all other instruments deemed necessary by the Secured Parties and pay the cost
of filing such instruments.  The Debtor
covenants that it will not grant any other security interest in the Collateral
without first obtaining the written consent of the Secured Parties unless same
is a Permitted Lien.


 


Section 10.           Secured Parties; Actions.  The security interests of the Secured
Parties hereunder shall be pari  passu
in all respects.  In the event that
either Secured Party forecloses on any Collateral hereunder, such foreclosed
Collateral and any net proceeds or products thereof shall be distributed
pro-rata between the Secured Parties in accordance with their respective
percentage of the principal amount of the Notes then outstanding.  Notwithstanding the foregoing or anything to
the contrary contained herein, the taking of any action or the exercise of any
power, right or remedy by the Secured Parties hereunder shall require the
written consent of Secured Parties holding not less than 50.01% of the
aggregate principal amount of Notes then outstanding and the taking of any
action and/or the exercise of any such power, right or remedy with such written
consent shall be binding upon all of the Secured Parties.


 


Section 11.           Expenses.  The Debtor will upon demand pay to the
Secured Parties the amount of any and all reasonable expenses, including the
reasonable fees and disbursements of its counsel and of any experts and agents,
which the Secured Parties may incur in connection with (i) the custody,
preservation, use or operation of, or the sale of, collection from, or other
realization upon, any of the Collateral upon the occurrence and continuation of
an Event of Default, (ii) the exercise or enforcement of any of the rights
of the Secured Parties hereunder, or (iii) the failure by the Debtor to
perform or observe any of the provisions hereof.


 


Section 12.           Notices of Loss or Depreciation.  The Debtor will immediately notify the
Secured Parties of any claim, suit or proceeding against any Collateral or any
event causing material loss or depreciation in the value of Collateral,
including the amount of such loss or depreciation


 


Section 13.           No Waivers.  No waiver by the Secured Parties of any
default shall operate as a waiver of any other default or of the same default
on any subsequent occasion.


 


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Section 14.           Successor and Assigns.  The Secured Parties shall have the right to
assign this Security Agreement and its rights hereunder without the consent of
the Debtor.  All rights of the Secured
Parties shall inure to the benefit of the successors and assigns of the Secured
Parties.  All obligations of the Debtor
shall be binding upon the Debtor’s successors and assigns.


 


Section 15.           Governing Law; Jurisdiction.  This Security Agreement shall be governed by
the laws of the State of New York, without giving effect to such jurisdiction’s
principles of conflict of laws, except to the extent that the validity or the
perfection of the security interest hereunder, or remedies hereunder, in
respect of any particular Collateral are governed by the laws of a jurisdiction
other than the State of New York.  Each of the
parties hereto submits to the personal jurisdiction of and each agrees that all
proceedings relating hereto shall be brought in federal or state courts located
within Nassau or Suffolk Counties in the State of New York.


 


Section 16.           Counterparts.  This Security Agreement may be executed in any
number of counterparts, each of which will be deemed an original, but all of
which together shall constitute one and the same instrument.


 


Section 17.
          Remedies
Cumulative.  The rights
and remedies herein are cumulative, and not exclusive of other rights and
remedies which may be granted or provided by law.


 


Section 18.           Notices.  Any demand upon or notice to the Debtor
hereunder shall be effective when delivered by hand or when properly deposited
in the mails postage prepaid, or sent by electronic facsimile transmission,
receipt acknowledged, or delivered to an overnight courier, in each case
addressed to the Debtor at the address shown below or as it appears on the
books and records of the Secured Parties. 
Demands or notices addressed to any other address at which the Secured
Parties customarily communicates with the Debtor also shall be effective.  Any notice by the Debtor to the Secured
Parties shall be given as aforesaid, addressed to the Secured Parties at the
address shown below or such other address as the Secured Parties may advise the
Debtor in writing:


 


	
  If to the
  Secured Parties:

  	
  Marc Schorr

  
	
   

  	
  One Hughs Center Drive

  
	
   

  	
  Penthouse 1904

  
	
   

  	
  Las Vegas, Nevada 89109

  
	
   

  	
   

  
	
  and

  	
   

  
	
   

  	
   

  
	
   

  	
  Richard A.
  Horowitz

  
	
   

  	
  P&F Industries, Inc.

  
	
   

  	
  90 Wheatley Road

  
	
   

  	
  Old Westbury, New York 11568

  



 


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  With a copy to:

  	
  Westerman Ball
  Ederer Miller & Sharfstein, LLP

  
	
   

  	
  1201 RXR Plaza

  
	
   

  	
  Uniondale, New
  York 11556

  
	
   

  	
  Attn: Thomas A.
  Draghi, Esq.

  
	
   

  	
   

  
	
  If to the Debtor:

  	
  WILP
  Holdings, Inc.

  
	
   

  	
  445 Broadhollow
  Road, Suite 100

  
	
   

  	
  Melville, New
  York 11788

  
	
   

  	
  Attn. President

  



 


Section 19.           Entire Agreement.  This Security Agreement and the documents and
instruments referred to herein embody the entire agreement entered into between
the parties relating to the subject matter hereof, and may not be amended,
waived, or discharged except by an instrument in writing executed by the
Secured Parties.


 


Section 20.          Termination.  This Security Agreement shall terminate upon
the repayment in full of all Obligations following which the Secured Parties
shall cooperate in the filing of the necessary or appropriate documents and
instruments to release the security interest created hereby and will execute
and deliver any and all documents and/or instruments reasonably requested by
Debtor in connection therewith.


 


[Remainder of Page Intentionally
Left Blank]


 


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IN
WITNESS WHEREOF, the parties hereto, by their duly authorized agents, have
executed this Security Agreement as of the date set forth above.


 


	
   

  	
  WILP
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph A.
  Molino, Jr.

  
	
   

  	
   

  	
  Name: Joseph A.
  Molino, Jr.

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
      /s/
  Marc Schorr

  
	
   

  	
      Marc
  Schorr

  
	
   

  	
   

  
	
   

  	
      /s/
  Richard A. Horowitz

  
	
   

  	
      Richard
  A. Horowitz

  



 


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EXHIBIT A


 


	
  Name

  	
   

  	
  Principal Amount of each of the
  Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Marc Schorr

  	
   

  	
  $

  	
  500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Richard A. Horowitz

  	
   

  	
  $

  	
  250,000.00

  	
   

  



 


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EXHIBIT B


Permitted Liens


 


(a)           Liens existing on the date hereof as
set forth on Schedule I attached hereto and accept to each Lender, including
any renewals or extensions thereof or any amendments or modifications thereto,
or, with respect to the liens of Wachovia Bank on the Jupiter Premises and the
Tampa Premises, any refinancings of such debt with the same or new lenders;
provided that no such Lien is extended, modified or otherwise amended to cover
any additional property;


 


(b)           Liens for taxes, assessments or other
governmental charges or levies not yet delinquent or which are being contested
in good faith by appropriate proceedings, provided,  however, that adequate reserves with
respect thereto are maintained on the books of the Debtor in accordance with
GAAP;


 


(c)           carriers, warehousemans’, mechanics’,
suppliers, or other like Liens arising in the ordinary course of business and
not overdue for a period of more than 45 days or which are being contested in
good faith by appropriate proceedings in a manner which will not jeopardize or
diminish in any material respect the interest of the Secured Parties in any of
the Collateral;


 


(d)           Liens incurred or deposits to secure
the performance of tenders, bids, trade contracts, leases, statutory
obligations, surety, performance and appeal bonds, and other obligations of a
similar nature incurred in the ordinary course of business;


 


(e)           any attachment, judgment or similar
Lien arising in connection with any court or governmental proceeding provided
that the execution or other enforcement of such Lien is effectively stayed;


 


(f)            easements, rights of way,
restrictions and other similar charges or encumbrances which in the aggregate
do not materially interfere with the occupation, use and enjoyment by the
Debtor of the property or assets encumbered thereby in the normal course of its
business or materially impair the value of the property subject thereto;


 


(g)           deposits under workmen’s
compensation, unemployment insurance and social security laws;


 


(h)           purchase money Liens for fixed or
capital assets, including obligations under any Capital Lease; provided, in
each case, (x) no Event of Default or event which, upon notice or lapse of
time or both, would constitute an Event of Default shall have occurred and be
continuing or shall occur after the grant of the proposed Lien, and (y) such
purchase money Lien does not exceed 100% of the purchase price and encumbers
only the property being acquired and such other property that may have been
previously acquired from such Person or an affiliate of such Person, so long as
such Lien does not, at any time, extend to any items of collateral not so
acquired from such Person;


 


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(i)            Liens on assets acquired in a
Permitted Acquisition, provided that such Liens (i) only cover assets
acquired thereunder and (ii) are the result of the continuation of Liens
on such assets in existence on the date of the closing of such Permitted
Acquisition;


 


(j)            Liens on assets acquired in the
Woodmark Acquisition, provided that such Liens, (i) only cover assets
acquired thereunder and (ii) are the result of the continuation of Liens
on such assets in existence on the date of the closing of such acquisition;


 


(k)           Liens granted to the administrative
agent for the benefit of the Lenders; and


 


(l)            Liens on escrow funds granted under
the terms of the Purchase Agreement and in other escrow funds constituting a
possible portion of the purchase price under any Permitted Acquisition.


 


As used herein, the following terms shall have the
following meanings:


 


“Capital Lease” shall mean (a) any lease of
property, real or personal, if the then present value of the minimum rental
commitment thereunder should, in accordance with GAAP, be capitalized on the
balance sheet of the lessee, and (b) any other such lease the obligations
with respect to which are required to be capitalized on the balance sheet of
the lessee.


 


“Indebtedness” shall mean, without duplication, as to
any Person or Persons (a) indebtedness for borrowed money; (b) indebtedness
for the deferred purchase price of property or services; (c) indebtedness
evidenced by bonds, debentures, term notes or other similar instruments; (d) obligations
and liabilities secured by a Lien upon property owned by such Person, whether
or not owing by such Person and even though such Person has not assumed or
become liable for the payment thereof; (e) Indebtedness of others directly
or indirectly guaranteed by such Person; (f) obligations or liabilities
created or arising under any conditional sales contract or other title
retention agreement with respect to property used and/or acquired by such
Person; (g) obligations of such Person as lessee under Capital Leases; (h) all
obligations of such Person under hedging agreements and foreign currency
exchange agreements, as calculated on a basis satisfactory to the
administrative agent and in accordance with accepted practice; (i) all
obligations of such Person in respect of bankers acceptances; and (j) all
obligations, contingent or otherwise of such Person as an account party in
respect of letters of credit.


 


“Jupiter Premises” shall mean the real property owned
by Florida Pneumatic Manufacturing Corporation, at 851 Jupiter Park Lane,
Jupiter, Florida  33458.


 


“Liens” shall mean any lien (statutory or otherwise)
security interest, mortgage, deed of trust, pledge, charge, conditional sale,
title retention agreement, Capital Lease or other encumbrance or similar right
of others, or any agreement to give any of the foregoing.


 


“Permitted Acquisition” shall mean any acquisition by
Debtor of more than 50% of the outstanding capital stock, membership interest,
partnership interest or other similar ownership interest of a Person organized
under the laws of the United States or any state thereof which is engaged in a
line of business similar to the business of P&F Industries, Inc. (“P&F”)
or any of its


 


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subsidiaries or the purchase of all or substantially all of the assets
used by such Person or a division of such Person; provided (a) the
business which is the subject of such acquisition does not have a negative
EBITDA for the four fiscal quarters immediately prior to the date of
consummation of the proposed acquisition for which financial statements are
available; (b) no Default or Event of Default shall have occurred and be
continuing immediately prior to or would occur after giving effect to the
acquisition, (c) the acquisition has either (i) been approved by the
Board of Directors or other governing body of the Person which is the subject
of the acquisition or (ii) been recommended for approval by the Board of
Directors or other governing body of such Person to the shareholders or other
members of such Person and subsequently approved by all of the shareholders or
all of such members if shareholder or such member approval is required under
applicable law or by the by-laws, certificate of incorporation or other
governing instruments of such Person, (d) prior to the closing of any such
acquisition, the Debtor shall have delivered evidence to the administrative
agent for the Lenders (with sufficient copies for each of the Lenders) that, on
a pro  forma basis, the Debtor and any co-borrower will be in
compliance with the financial condition covenants under the Lender’s loan
documents upon completion of such acquisition;


 


“Permitted Acquisition Purchase Price” shall mean,
with respect to any Permitted Acquisition, collectively, without duplication, (a) all
cash paid by Debtor or any of its co-borrowers and/or subsidiaries in
connection with such Permitted Acquisition, including transaction costs, fees
and other expenses incurred by such co-borrower or such subsidiary in
connection with such Permitted Acquisition, (b) all Indebtedness created,
and all Indebtedness assumed, by the Debtor or any co-borrower or any of their
respective subsidiaries in connection with such Permitted Acquisition, (c) the
value of all capital stock issued by Debtor or any co-borrower or any of their
respective subsidiaries in connection with such Permitted Acquisition, and (d) the
deferred portion of the purchase price (exclusive of interest thereon) or any
other costs paid by Debtor and any co-borrower or any of their respective
subsidiaries in connection with such Permitted Acquisition, including, but not
limited to, any incremental amount payable as a result of consulting agreements
and non-compete agreements, as estimated by P&F in good faith, as
reasonably approved by the administrative agent for the Lenders.


 


“Person” shall mean any natural person, corporation,
limited liability company, limited liability partnership, business trust, joint
venture, association, company, partnership or governmental authority.


 


“Purchase Agreement” shall mean that certain Asset
Purchase Agreement between Woodmark International L.P., a Texas limited
partnership and Stair House, Inc., a Georgia corporation, as Sellers, and
Woodmark, as Purchaser, dated as of June 30, 2004, and all exhibits and
schedules thereto.


 


“Tampa Premises” means the real property owned by
Countrywide Hardware, Inc. at 10333 Windhorst Road, Tampa, Florida  33619.


 


“Woodmark Acquisition” shall mean the acquisition by
Woodmark International, L.P. of assets and the assumption of certain
liabilities of the Sellers pursuant to the Purchase Agreement.


 


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Schedule I


 


1.                                       Liens relating to the Tampa, Florida
Premises set forth in the Title Commitment Number 200403887 (Liberty Title
number LTNY-2888-S-04 D) issued by Liberty Title Agency as agent for Chicago
Title Insurance Company, with an effective date of June 8, 2004.


 


2.                                       Second Mortgage Hy-Tech Machine, Inc.
to Hy-Tech Holdings, Inc. dated June 26, 2009 in the original
principal amount of $1,719,706.50.


 


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