Exhibit 10.1


 


AMENDMENT NO. 15 TO


CREDIT AGREEMENT


 


THIS AMENDMENT
NO. 15 dated as of January 15,
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:


 


“Applicable Revolving Credit
Loan Margin” shall mean (a) 2.00%, with respect to Revolving Credit Loans
that are Prime Rate Loans and (b) 3.50%, with respect to Revolving Credit
Loans that are LIBOR Loans.


 


“Applicable
Term Loan/Equipment Loan Margin” shall mean (a) 2.00%, with respect to
Term Loans and Equipment Loans that are Prime Rate Loans and (b) 3.75%,
with respect to Term Loans and Equipment Loans that are LIBOR Loans.


 


“Revolving
Credit Commitment Termination Date” shall mean February 17, 2009.


 


Section 1.2.            Section 3.01(a) of the Credit
Agreement is hereby amended and restated in its entirety to provide as follows:


 

















 


(a) Each Prime Rate
Loan shall bear interest for the period from the date thereof on the unpaid
principal amount thereof at a fluctuating rate per annum equal to the Prime
Rate, plus, in the case of Revolving Credit Loans, the applicable “Prime
Rate Margin” as provided in the definition of “Applicable Revolving Credit Loan
Margin,” and in the case of Equipment Loans, Term Loans and New Term Loans, the
applicable “Prime Rate Margin” as provided in the definition of “ Applicable
Term Loan/Equipment Loan Margin.


 


Section 1.3.           Section 6.03(b) of the Credit
Agreement is hereby amended by adding a “(i)” immediately preceding the text “as
soon as possible” on the first line thereof and by adding a new subsection “(ii)”
immediately following subsection “(i)” thereof as follows:


 


“(ii)         as soon as available, but in any event not later than 25 days after the
end of each calendar month of each fiscal year of the Co-Borrowers, commencing
with the month ending February 28, 2009, a copy of the unaudited interim
consolidated and consolidating statement of income of P&F and its
Subsidiaries as of the end of each such month, prepared by the Chief Financial
Officer of P&F in accordance with GAAP, 
applied on a consistent basis and accompanied by a certificate to that
effect executed by the Chief Financial Officer of P&F;”


 


Section 1.4.           Section 6.04(b) of the Credit
Agreement is hereby amended and restated in its entirety to provide as follows:


 


“(b)         Permit
any Lender or their respective representative to conduct field audits of the
Co-Borrowers’ accounts receivable and inventory, and all related books and
records, as the Administrative Agent deems necessary or desirable, the
Co-Borrowers shall pay for the costs, expenses and charges of two such asset
audits per year, provided that following the occurrence and continuance of an
Event of Default, there shall be no restrictions on the amount or cost of such
audits.  The Co-Borrowers and the Lenders
acknowledge that the Lenders will endeavor to alternate in their performance of
such field audits so that each Lender performs at least one field audit in each
twelve-month period.”


 


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 this Amendment, duly executed by each
Co-Borrower.


 


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.


 


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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.


 


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.


 


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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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