Exhibit
10.2


 


MUTUAL RELEASE AGREEMENT


 


MUTUAL
RELEASE AGREEMENT (“Release Agreement”) dated as of June 4, 2010 by and
between (a) PNC Bank, National Association (“PNC”) as agent (the “Agent”)
for the financial institutions (the “Lenders”) that are parties to the Loan
Agreement (as defined below), and (b) P&F Industries, Inc. (“P&F”)
and its wholly owned direct and indirect subsidiaries Continental Tool Group, Inc.
(“Continental”), Florida Pneumatic Manufacturing Corporation (“Florida”),
Hy-Tech Machine, Inc. (“Hy-Tech”), Countrywide Hardware, Inc. (“Countrywide”),
WILP Holdings, Inc. (“WILP”), Green Manufacturing, Inc. (“Green”),
Embassy Industries, Inc. (“Embassy”), Nationwide Industries, Inc. (“Nationwide”),
Pacific Stair Products, Inc. (“Pacific Stair”) and Woodmark International, LP.
(“Woodmark”) (collectively, P&F, Continental, Florida, Hy-Tech,
Countrywide, WILP, Green, Embassy, Nationwide, Pacific Stair and Woodmark shall
be referred to herein as the “P&F Parties”).


 


Recitals


 


A.            Pursuant to that certain Revolving Credit, Term Loan and
Security Agreement (the “Loan Agreement”), dated as of June 8, 2009, among
WM Coffman LLC (the “Borrower”), the financial institutions which are party
thereto (the “Lenders”) and PNC as Agent for the Lenders, made loans and other
financial accommodations to, or for the benefit of, Borrower (all such loans
and other financial accommodations being herein referred to collectively as the
“Loans”).  The Loans and all other
Obligations (as defined in the Loan Agreement) of Borrower to Agent and/or the
Lenders are secured by Collateral (as defined in the Loan Agreement) which
consists of substantially all of the assets of the Borrower.


 


B.            A Forbearance Default (as defined in that certain
Forbearance and Amendment Agreement dated as of February 19, 2010 by and
among the Lenders, the Agent and the Borrower (the “Forbearance Agreement”))
exists and is continuing under the Loan Agreement, as a result of the
termination of the Borrower’s lease for its Marion, Virginia facility by its landlord.


 


C.            On May 14, 2010, Agent, Prophet Equity LP (“Prophet”)
and the Borrower entered into a written letter of intent (the “LOI”) with
respect to Agent’s disposition of a portion of the Collateral to an affiliate
of Prophet pursuant to Section 9-610 of the Uniform Commercial Code as
enacted in the State of North Carolina (the “UCC”) (the “WMC Resources Sale”).


 


D.            On May 24, 2010, the Agent sent a written
notification of disposition of the Collateral pursuant to Section 9-611 of
the UCC to the Borrower and to, among others, Pacific Stair and Woodmark as the
holders of 100% of the membership interests in the Borrower.


 


E.             In
the context of the proposed disposition of Collateral by PNC, a dispute arose
with the  P & F Parties respecting certain monies.  To resolve that dispute, the parties are
entering into this Release Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Release,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Release Agreement hereby
agree as follows:


 

















 


Agreement


 


1.             Release by PNC. 
PNC, as Agent and as Lender, together with its representatives,
administrators, successors and assigns, hereby releases and discharges the
P&F Parties, and their respective representatives, agents, administrators,
successors, assigns, members, managers, officers, directors and attorneys from
any and all obligations, debts, losses, damages, liabilities, contracts,
controversies, agreements, premises, claims, causes of action, and demands of
any kind whatsoever at law or in equity, direct or indirect, known or unknown,
discovered or undiscovered, asserted or unasserted, arising from the beginning
of time to the date hereof, which PNC and the Lenders or their successors and
assigns, ever had, now has, or hereafter can, shall or may have, arising out
of, by reason of, or relating in any way whatsoever to the Borrower.


 


2.             Release by the P&F Parties.  Each of the P&F Parties, together with
its representatives, administrators, successors and assigns, hereby releases
and discharges PNC and Lenders, and their representatives, agents,
administrators, heirs, successors, assigns, members, managers, officers,
directors and attorneys from any and all obligations, debts, losses, damages,
liabilities, contracts, controversies, agreements, premises, claims, causes of
action, and demands of any kind whatsoever at law or in equity, direct or
indirect, known or unknown, discovered or undiscovered, asserted or unasserted,
arising from the beginning of time to the date hereof, which such P&F Party
or its successors and assigns, ever had, now has, or hereafter can, shall or
may have, arising out of, by reason of, or relating in any way whatsoever to
the Borrower.


 


3.             Effect Upon Loan Agreement and Other Documents.  The release set forth in paragraph 1of this
Release Agreement is not intended to and does not release, prejudice, impair or
affect in any manner the Peaceful Possession Letter, the Loan Agreement, the
Other Documents, and/or the Obligations. 
The release set forth in paragraph 2 of this Release Agreement is not
intended to and does not release, prejudice, impair or affect in any manner the
Borrower’s rights under the UCC, the Loan Documents and/or the Other Documents
to an accounting of proceeds of Agent’s dispositions of the Collateral and to
any surplus resulting therefrom.


 


4.             Conditions Precedent to Occurrence of Effective Date.  This Release Agreement shall become
automatically effective without further action upon the closing of the WMC
Resources Sale.


 


5.             Presumptions. 
Each of the parties hereto acknowledge that he, she or it, respectively,
has consulted with counsel and with such other experts and advisors as he, she
or it has deemed necessary in connection with the negotiation, execution and
delivery of this Release Agreement and has participated in the drafting
hereof.  Therefore, this Release
Agreement shall be construed without regard to any presumption or rule requiring
that it be construed against any one party causing this Release or any part
hereof to be drafted.


 


6.             Entire Agreement. 
This Release Agreement contains the entire understanding and agreement
by and among the parties with respect to the subject matter hereof.  No other agreements, covenants,
representations or warranties, expressed or implied, oral or written, have been
made by any party with respect to the subject matter of this Release
Agreement.  All prior


 


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or contemporaneous conversations, negotiations,
proposed agreements and agreements, or covenants, representations and
warranties with respect to the subject matter hereof are waived and superseded
by, replaced in their entireties and merged into this Release Agreement.


 


7.             Further Assurance.  Each party to this Release Agreement shall
execute such other and further documents and instruments as the other party may
reasonably request to implement the provisions of this Release Agreement.


 


8.             Benefit of Agreement.  This Release Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns.  No
other person or entity shall be entitled to claim any right or benefit hereunder,
including, without limitation, any third-party beneficiary of this Release
Agreement.


 


9.             Severability. 
The provisions of this Release Agreement are intended to be
severable.  If any provisions of this
Release Agreement shall be held invalid or unenforceable in whole or in part in
any jurisdiction, such provision shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or enforceability without in any manner
affecting the validity or enforceability of such provision in any other
jurisdiction or the remaining provisions of this Release in any jurisdiction.


 


10.           Governing Law, Jurisdiction, Venue.  This Release Agreement shall be governed by
and construed in accordance with the laws of the State of New York applied to
contracts to be performed wholly within the State of New York.  Any judicial proceeding brought by or against
any party to this Release Agreement with respect to this Release Agreement or
any related agreement may be brought in any court of competent jurisdiction in
the State of New York, County of New York, United States of America, and, by
execution and delivery of this Release Agreement, each party accepts for
himself, herself or itself and in connection with his properties, generally and
unconditionally, the exclusive jurisdiction of the aforesaid courts, and
irrevocably agree to be bound by any judgment rendered thereby in connection
with this Release Agreement..  Each party
to this Release Agreement waives any objection to jurisdiction and venue of any
action instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non conveniens.


 


11.           Waiver of Jury Trial.  EACH PARTY TO THIS RELEASE AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (A) ARISING UNDER THIS RELEASE AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS RELEASE AGREEMENT OR
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS RELEASE AGREEMENT MAY


 


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FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
IN ADDITION, EACH PARTY WAIVES THE RIGHT TO CLAIM OR RECOVER IN ANY SUCH
SUIT, ACTION OR PROCEEDING ANY DAMAGES OTHER THAN OR IN ADDITION TO ACTUAL
DAMAGES.


 


12.           Counterparts; Electronic Signatures.  This Release Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one and the
same agreement.  Any signature delivered
by a party in PDF via e-mail or by facsimile shall be deemed to be an original
signature hereto.


 


13.           Amendment. 
No amendment, modification, rescission, waiver or release of any
provision of this Release Agreement shall be effective unless the same shall be
in writing and signed by the parties hereto.


 


14.           Headings.  Section headings
in this Release Agreement are included herein for convenience of reference only
and shall not constitute a part of this Release Agreement for any other
purpose.


 


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IN
WITNESS WHEREOF, this Release Agreement has been duly executed as of the day
and year first written above.


 


	
  PNC BANK, NATIONAL
  ASSOCIATION,

  	
   

  	
  P&F INDUSTRIES, INC.

  
	
  as Agent and Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bryan Shia

  	
   

  	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  
	
   

  	
  Bryan Shia

  	
   

  	
  Name:

  	
  Joseph
  A. Molino, Jr.

  
	
   

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NATIONWIDE INDUSTRIES,
  INC.

  	
   

  	
  PACIFIC STAIR PRODUCTS,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  	
   

  	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  
	
  Name:

  	
  Joseph
  A. Molino, Jr.

  	
   

  	
  Name:

  	
  Joseph
  A. Molino, Jr.

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WOODMARK INTERNATIONAL,
  L.P.

  	
   

  	
  CONTINENTAL TOOL GROUP,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Countrywide Hardware, Inc.,
  its G.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  	
   

  	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  
	
  Name:

  	
  Joseph
  A. Molino, Jr.

  	
   

  	
  Name:

  	
  Joseph
  A. Molino, Jr.

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FLORIDA PNEUMATIC
  MANUFACTURING CORPORATION

  	
   

  	
  HY-TECH MACHINE, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  	
   

  	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  
	
  Name:

  	
  Joseph
  A. Molino, Jr.

  	
   

  	
  Name:

  	
  Joseph
  A. Molino, Jr.

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COUNTRYWIDE HARDWARE, INC.

  	
   

  	
  WILP HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  	
   

  	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  
	
  Name:

  	
  Joseph
  A. Molino, Jr.

  	
   

  	
  Name:

  	
  Joseph
  A. Molino, Jr.

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GREEN MANUFACTURING, INC.

  	
   

  	
  EMBASSY INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  	
   

  	
  By:

  	
  /s/ Joseph A. Molino, Jr.

  
	
  Name:

  	
  Joseph
  A. Molino, Jr.

  	
   

  	
  Name:

  	
  Joseph
  A. Molino, Jr.

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  



 


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