EXHIBIT 10.8


 


SECURITY AGREEMENT


 


This Security Agreement (the “Security
Agreement”), dated as of April 23, 2010, is by and between
Countrywide Hardware, 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:

  	
  Countrywide Hardware, 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.


 


	
   

  	
  COUNTRYWIDE HARDWARE, 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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