Exhibit 10.5


 


THIRD
AMENDED AND RESTATED REVOLVING CREDIT NOTE


 


	
  $14,300,000

  	
   

  	
  March 30, 2009

  



 


FOR VALUE
RECEIVED,  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”),
jointly and severally promise to pay to the order of CITIBANK,
N.A. (the “Lender”), on or before the Revolving Credit Termination
Date, the principal amount of FOURTEEN MILLION THREE
HUNDRED THOUSAND ($14,300,000) DOLLARS or, if less, the unpaid
principal amount of all Revolving Credit Loans made by the Lender to the
Co-Borrowers under the Credit Agreement referred to below.


 


The Co-Borrowers jointly and severally
promise to pay interest on the unpaid principal amount hereof from the date
hereof until paid in full at the rates and at the times which shall be
determined, and to make principal repayments on this Note at the times which
shall be determined, in accordance with the provisions of the Credit Agreement
referred to below.


 


This Note is one of the “Revolving Credit
Notes” referred to in the Credit Agreement, dated as of June 30, 2004, by
and among the Co-Borrowers, Citibank, N.A., as Administrative Agent, and the
Lenders (including the Lender) as are or may from time to time become parties
thereto (as same has been and may be further amended, restated, supplemented or
modified, the “Credit Agreement”) and is issued pursuant to and entitled to the
benefits of the Credit Agreement to which reference is hereby made for a more
complete statement of the terms and conditions under which the Revolving Credit
Loans evidenced hereby were made and are to be repaid.  Capitalized terms used herein without
definition shall have the meanings set forth in the Credit Agreement.


 


Each of the Lender and any subsequent holder
of this Note shall record the date, Type and amount of each Revolving Credit
Loan and the date and amount of each payment or prepayment of principal of each
Revolving Credit Loan on the grid schedule annexed to this Note; provided,
however, that the failure of the Lender or any holder to set forth such
Revolving Credit Loans, payments and other information on the attached grid
schedule shall not in any manner affect the obligation of the Co-Borrowers to
repay the Revolving Credit Loans made by the Lender in accordance with the
terms of this Note.


 


This Note is subject to prepayment as
provided in Section 3.03 of the Credit Agreement.


 


Upon the occurrence of an Event of Default
the unpaid balance of the principal amount of this Note together with all
accrued but unpaid interest thereon, may become, or may be declared to be, due
and payable in the manner, upon the conditions and with the effect provided in
the Credit Agreement.


 

















 


All payments of principal and interest in
respect of this Note shall be made in lawful money of the United States of
America in immediately available funds at the office of Citibank, N.A., as
Administrative Agent for the Lenders under the Credit Agreement, located at 730
Veterans Memorial Highway, Hauppauge, New York 11788 or at such other place as
shall be designated in writing for such purpose in accordance with the terms of
the Credit Agreement.


 


No reference herein to the Credit Agreement
and no provision of this Note or the Credit Agreement shall alter or impair the
obligation of the Co-Borrowers, which is absolute and unconditional, to pay the
principal of and interest on this Note at the place, at the respective times,
and in the currency herein prescribed.


 


Each Co-Borrower and each endorser of this
Note waive diligence, presentment, protest, demand, and notice of any kind in
connection with this Note.


 


This Note is an amendment and restatement of,
and is being issued in replacement of and substitution for, the Second Amended
and Restated Revolving Credit Note dated February 12, 2007 in the original
principal amount of $11,700,000 issued by the Co-Borrowers (the “Original Note”).  The execution and delivery of this Note shall
not be construed to have constituted a repayment of any principal of, or
interest on, the Original Note.


 


THIS NOTE
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OR CHOICE OF LAW.


 


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IN WITNESS
WHEREOF, each Co-Borrower has caused this Note to be executed and delivered by
its duly authorized officer, as of the day and year and at a place 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

  
				



 


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