Exhibit 10.1


 


AMENDMENT NO. 17 TO


CREDIT AGREEMENT


 


THIS AMENDMENT
NO. 17 dated as of March 27, 2009 (the “Amendment”) 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 have requested, and the Administrative Agent and the Lenders have
agreed, subject to the terms and conditions of this Amendment, to amend certain
provisions of the Credit Agreement as set forth herein.


 


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


 


ARTICLE I.


Amendment to Credit Agreement.


 


Section 1.1.            The
following definitions in Section 1.01 of the Credit Agreement are each
hereby amended in their entirety to provide as follows:


 


“Mortgages” shall mean, collectively, the (a) Mortgage
and Security Agreement by Florida Pneumatic, with respect to the Jupiter
Premises, (b) Mortgage and Security Agreement by Countrywide, with respect
to the Tampa Premises, and (c) Mortgage and Security Agreement by Hy-Tech,
with respect to the Cranberry Premises, each executed and delivered on March 27,
2009 by the applicable Co-Borrower in favor of the Administrative Agent for the
benefit of the Lenders, as the same may hereafter be amended, restated,
supplemented or otherwise modified, from time to time. The Mortgages shall
secure all Obligations.


 


“Security Documents” shall mean the Security
Agreement, the Pledge Agreement and the Mortgages.


 


Section 1.2.            Section 6.14
of the Credit Agreement is deleted in its entirety.


 


Section 1.3.            The final un-numbered paragraph of Section 8.01
of the Credit Agreement is hereby amended and restated in its entirety to
provide as follows:


 

















 


“then, at any time thereafter during the
continuance of any such event, the Administrative Agent may, and, upon the
request of the Required Lenders, shall, take either or both of the following
actions, at the same or different times (A) terminate the Commitments and
declare (i) the Notes, both as to principal and interest, (ii) an
amount equal to the Aggregate Letters of Credit Outstanding, and (iii) an
amount equal to the Aggregate Banker’s Acceptances Outstanding, to be forthwith
due and payable,  without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the Notes to the contrary
notwithstanding; provided, however, that if an event specified in
Section 8.01 (e) and (f) shall have occurred, the Commitments
shall automatically terminate and the Notes and an amount equal to the
Aggregate Letters of Credit Outstanding and to the Aggregate Banker’s Acceptances
Outstanding, shall be immediately due and payable; and (B) exercise any or
all of the rights and remedies afforded to the Administrative Agent and the
Lenders in the Security Documents, by the Uniform Commercial Code or otherwise
possessed by the Administrative Agent and the Lenders and, realize upon,
dispose of, or sell, all or any part of the collateral given by the
Co-Borrowers and the Guarantors to the Administrative Agent and the Lenders,
and the Lenders may apply the net proceeds of such realization, disposal or
sale to the payment of any liabilities of the Co-Borrowers under the Notes or
this Agreement as set forth in the Security Documents.  With respect to all Letters of Credit that
shall not have matured or presentment for honor shall not have occurred, and
with respect to Banker’s Acceptances the maturity date of which has not
occurred, the amounts in respect thereof as described in the preceding sentence
shall be deposited in an account under the sole domain and control of the Issuing
Lender, as Cash Collateral for the obligation of the Co-Borrowers to reimburse
the Issuing Lender in the event of any drawing or payment in respect thereof.”


 


Section 1.4.            Section 10.03 of the Credit
Agreement is hereby amended to add the following sentence at the end thereof:


 


“The Co-Borrowers
further agree to pay all title insurance premiums, recording and filing fees
and charges and other expenses incurred by the Administrative Agent in
connection with the recording of the Mortgages.”


 


ARTICLE II.


Conditions of Effectiveness.


 


Section 2.1.            This Amendment shall become effective as of the date
hereof, upon receipt by the Administrative Agent of (a) this Amendment,
duly executed by each Co-Borrower, (b) the Mortgages, each duly executed
by the applicable Co-Borrower, (c) a
title policy and a lender’s title insurance binder issued by an insurance
company authorized to transact business in the State of New York and the state
in which the applicable Premises is located and acceptable to the
Administrative Agent naming the Administrative Agent as insured and insuring
that the Mortgages create continuing, valid liens on each Premises, prior to
all Liens (other than Permitted Liens), and each securing an amount and on
terms and conditions satisfactory to the Required Lenders at such time, (d) a
current legal description and updated survey of each Premises, certified to the
Administrative Agent and the title company, (e) a certificate of insurance
from an independent insurance broker confirming the insurance required to be maintained
pursuant to the Mortgages, with respect to each Premises, each naming the
Administrative Agent as mortgagee with respect to such insurance, and (f) an
Officer’s Certificate, in form and substance 


 


2

















 


satisfactory to the Administrative Agent, authorizing each of Florida
Pneumatic, Countrywide and Hy-Tech to execute and deliver the Mortgages and
documents to be delivered in connection therewith.


 


ARTICLE III.


Representations and
Warranties; Effect on Credit Agreement.


 


Section 3.1.            Each Co-Borrower hereby represents and warrants as
follows:


 


a.             This Amendment and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations of the Co-Borrowers and
are enforceable against the Co-Borrowers in accordance with their respective
terms.


 


b.             Upon the effectiveness of this Amendment, the
Co-Borrowers hereby reaffirm all covenants, representations and warranties made
in the Credit Agreement to the extent that the same are not amended hereby and
each Co-Borrower agrees that all such covenants, representations and warranties
shall be deemed to have been remade as of the date hereof.


 


c.             No Default or Event of Default has occurred and is
continuing or would exist after giving effect to this Amendment.


 


d.             No Co-Borrower has any defense, counterclaim or offset
with respect to the Credit Agreement.


 


e.             All corporate and limited partnership action of each
Co-Borrower appropriate and necessary, including, if necessary, resolutions of
the Board of Directors of each of P&F, Florida Pneumatic, Embassy, Green,
Countrywide, Nationwide, Pacific and WILP and resolutions of the general
partner of Woodmark, to authorize the execution, delivery and performance of
this Amendment, has been taken.


 


Section 3.2.            Effect on Credit Agreement and Loan Documents.


 


a.             Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import shall mean and be a reference to the Credit Agreement as
amended hereby.


 


b.             Except as specifically amended herein, the Credit
Agreement, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.


 


c.             Except as expressly provided  herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Administrative Agent or the Lenders, nor constitute a
waiver of any provision of the Credit Agreement, or any other documents,
instruments or agreements executed and/or delivered under or in connection
therewith.


 


d.             The
other Loan Documents and all agreements, instruments and documents executed and
delivered in connection with the Credit Agreement and any other Loan Documents
shall each be deemed to be amended and supplemented hereby to the extent
necessary, if any, to give effect to the provisions of this Amendment.


 


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ARTICLE IV.


Miscellaneous.


 


Section 4.1.            This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.


 


Section 4.2.            Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.


 


Section 4.3.            This
Amendment may be executed in one or more counterparts, each of which shall
constitute an original, and all of which, taken together, shall be deemed to
constitute one and the same agreement.


 


[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 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 Vice President of each of the
  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/ Alan Harris

  
	
   

  	
   

  	
   

  	
   

  	
  Alan Harris, Vice President

  
						



 


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