Exhibit 10.2


 


FIRST AMENDMENT TO LEASE
AGREEMENT


 


THIS FIRST AMENDMENT TO
LEASE AGREEMENT (“First Amendment”) dated as of June 8,
2009, is made by AGNL COFFMAN, L.L.C., a Delaware
limited liability company (“Landlord”) and WM COFFMAN
LLC, a Delaware limited liability company (together with its
successors and permitted assigns (“WM Coffman”).


 


RECITALS


 


WHEREAS, pursuant to
the Lease Agreement dated as of March 30, 2007 (as amended by this First
Amendment and as further amended from time to time, the “Lease”) by and
among Landlord and Coffman Stairs, LLC, a Delaware limited liability company (“Coffman
Stairs”), and Visador Holding Company, a Delaware corporation (“Visador”),
Landlord leased to Coffman Stairs and Visador, jointly and severally, as
tenant, certain real property located at 1000 Industrial Road, Marion, VA
24354; 1500 Industrial Road, Marion, VA 24354; and 211 Johnston Road, Marion,
VA 24354 (collectively, the “Leased Premises”) in accordance with the
terms thereof;


 


WHEREAS, Coffman
Stairs wishes to sell to WM Coffman all of its assets, including all of its
right, title and interest as Tenant under the Lease (the “Asset Sale”);


 


WHEREAS, in connection
with the Asset Sale, Visador wishes to relinquish all of its rights under and
pursuant to the Lease and to be released from its obligations as Tenant under
the Lease (the “Release”);


 


WHEREAS, pursuant to
Paragraph 21(j) of the Lease, the Asset Sale and the Release require the
consent of Landlord; and


 


WHEREAS, the execution
and delivery of this First Amendment is a condition to the granting of such
consent by Landlord;


 


NOW, THEREFORE, in
consideration of the premises and for the purpose of inducing Landlord to grant
its consent to the Asset Sale and the Release, Landlord and WM Coffman hereby
agree as follows:


 


AGREEMENTS


 


1.                                       Incorporation of Recitals. 
The recitals are incorporated herein by reference.


 


2.                                       Capitalized Terms. 
Capitalized terms not defined herein shall have the meaning ascribed to
them in the Lease.


 


3.                                       Amendments to
Lease.  The parties agree that,
effective as of the date hereof, the Lease shall be amended as follows:


 


(a)                                  Definitions.  For all purposes under the Lease:


 

















 


(i)                                     “First
Amendment” means the First Amendment of Lease dated as of June 8, 2009
between Landlord and Tenant.


 


(ii)                                  “Fitch” means
Fitch Ratings Ltd.


 


(iii)                               The definition
of “Guarantor” is deleted in its entirety.


 


(iv)                              “Guarantors”
means Coffman Stairs, Visador, Crown, and all future Subsidiaries of Tenant and
any Replacement Guarantor or any successor or permitted assignee thereof.


 


(v)                                 The definition
of “Guaranty” is revised to read as follows:


 


“Guaranty”
means the Guaranty Agreement dated as June 8, 2009 from Coffman Stairs,
Visador, Crown, and all future Subsidiaries of Tenant and any Replacement
Guaranty.


 


(vi)                              The definition
of “Letter of Credit” is revised to read as follows:


 


“letter
of credit” or “Letter of Credit” means an irrevocable, transferable, standby
letter of credit that provides for automatic renewal, unless notice of refusal
to renew is given by the issuing bank at least sixty (60) days prior to the
expiration thereof, in form and substance reasonably satisfactory to Landlord,
issued by a bank or financial institution reasonably acceptable to Landlord (a) that
is chartered under the laws of the United States, any state thereof or the
District of Columbia, and which is insured by the Federal Deposit Insurance
Corporation, (b) whose long-term unsecured and unsubordinated debt
obligations are rated in not lower than the second highest category by at least
two of Fitch, Moody’s and S&P or their respective successors (the “Rating
Agencies”) (which shall mean AA from Fitch, Aa from Moody’s or AA from
S&P) and (c) that  has a
short-term deposit rating in the highest category from at least two Rating
Agencies (which shall mean F1 from Fitch, P-1 from Moody’s and A-2 from
S&P).


 


(vii)                           “Sponsor” is
defined in Paragraph 6(b).


 


(ix)                                “Tenant” means
WM Coffman, together with its successors and permitted assigns.


 


(b)                                 Paragraph 6
shall become Paragraph 6(a) and new Paragraph 6(b) shall be added as
follows:


 


(b)                                 If, at any
time, Tenant is owned directly or indirectly by Countrywide Hardware, Inc.,
Visador Holding Corporation, or one or more private equity funds or other
sponsors which receive a management fee or other comparable distribution (“Sponsor”),
Tenant shall cause each such Sponsor to enter into an agreement subordinating
Sponsor’s right to collect its management fee to Landlord’s right to collect
Basic Rent under this Lease.


 


(c)                                  Paragraph 10(j) shall
be deleted in its entirety.


 


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(d)                                 Paragraph 10(k) shall be deleted in
its entirety.


 


(e)                                  Paragraph 12(a) shall
be deleted in its entirety and replaced with the following:


 


(a)                                  On or before July 24,
2009, Tenant agrees to complete those repairs to the Leased Premises set forth
on Schedule 12(a) hereto (the “Immediate Repairs”) in a good and
workmanlike manner and shall provide Landlord with all documentation which
Landlord may request evidencing the completion of same (including, without
limitation, paid invoices for the work described on Schedule 12(a)).


 


(f)                                    Schedule 12(a) shall
be replaced with revised Schedule 12(a) attached hereto.


 


(g)                                 In Paragraph
21(j), the words “Coffman, Visador,” shall be replaced with the word “Tenant”.


 


(h)                                 In Paragraph
21(k), the words “Coffman, Visador,” shall be replaced with the word “Tenant”.


 


(i)                                     New Paragraph
21(m) shall be added as follows:


 


Any
future Letter of Credit delivered to Landlord pursuant to this Paragraph 21
shall be held by Landlord as an increased Security Deposit in accordance with
Paragraph 35.  If, during any period in
which a Letter of Credit is held by Landlord pursuant to this Paragraph 21, the
Basic Rent increases hereunder, Tenant shall, within thirty (30) days of such
increase, increase the amount of such Letter of Credit in proportion to such
increase in Basic Rent.


 


(j)                                     The provisions
of Paragraph 21(h) shall not apply to the Sublease from Tenant to Visador.


 


(k)                                  In Paragraphs
22(a)(x), (xi), (xii), (xiii), (xiv) and (xv), the words after “Coffman,
Visador, Crown” shall be deleted.


 


(l)                                     Paragraph 35(a) shall
be revised to read as follows:


 


(a)                                  Concurrently with the execution of the
First Amendment, Tenant shall deliver to Landlord a security deposit (the “Security
Deposit”) in the amount of One Hundred Thousand Dollars ($100,000).  The Security Deposit shall be in the form of
a Letter of Credit and shall be held by Landlord as security for the payment by
Tenant of the Rent and all other charges or payments to be paid hereunder and
the performance of the covenants and obligations contained herein.  If the Bank which issues the Letter of Credit
sends notice that it will not be renewed, or Tenant fails to renew or replace
the Letter of Credit prior to the date that is thirty (30) days prior to the
expiration thereof, Landlord shall have the right at any time after the
thirtieth (30th) day before such expiration date to draw
on the Letter of Credit and to deposit the proceeds of the Letter of Credit as
a cash Security Deposit (“Cash Security Deposit”) for the benefit of
Landlord or to declare an Event of Default. 
Such Cash Security Deposit may not be


 


3

















 


commingled with other funds of Landlord or other
Persons and no interest thereon shall be due and payable to Tenant but any
interest earned on the Security Deposit shall be added to such deposit and held
as additional security hereunder. 
Landlord acknowledges that a Letter of Credit in the amount of One
Hundred Thousand Dollars ($100,000) from Tenant delivered to Landlord on the
date of this First Amendment shall satisfy the foregoing requirement for so
long as such Letter of Credit is maintained by Tenant.  In the event that any Guarantor delivers a
Letter of Credit pursuant to Section 20 of the Guaranty, such Letter of
Credit shall be added to the Security Deposit and shall be subject to the
provisions of this Paragraph 35, except that failure to renew or replace such
Letter of Credit shall not be an Event of Default.


 


(m)                               Paragraph 35(b) shall
be deleted in its entirety.


 


(n)                                 Paragraph 35(c) shall
become Paragraph 35(b) and shall be revised to read as follows:


 


(b)                                 If at any time an Event of Default shall
have occurred and be continuing, Landlord shall be entitled, at its sole
discretion, to draw on the Letter of Credit or to withdraw the Cash Security
Deposit, as the case may be, from the above-described account and to apply the
proceeds in payment of (i) any Rent or other charges for the payment of
which Tenant shall be in default, (ii) prepaid Basic Rent, (iii) any
expense incurred by Landlord in curing any default of Tenant, and/or (iv) any
other sums due to Landlord in connection with any default or the curing
thereof, including, without limitation, any damages incurred by Landlord by
reason of such default, including any rights of Landlord under Paragraph 23 or
to do any combination of the foregoing, all in such order or priority as
Landlord shall so determine in its sole discretion and Tenant acknowledges and
agrees that such proceeds shall not constitute assets or funds of Tenant or its
estate, or be deemed to be held in trust for Tenant, but shall be, for all
purposes, the property of Landlord (or Lender, to the extent assigned).  Tenant further acknowledges and agrees that (1) Landlord’s
application of the proceeds of the Letter of Credit or Cash Security Deposit
towards the payment of Rent or the reduction of any damages due Landlord in
accordance with Paragraph 23 of this Lease, constitutes a fair and reasonable
use of such proceeds, and (2) the application of such proceeds by Landlord
towards the payment of Rent or any other sums due under this Lease shall not
constitute a cure by Tenant of the applicable default; provided that an
Event of Default shall not exist if Tenant restores the Security Deposit to its
full amount within five (5) days and in accordance with the requirements
of this Paragraph 35, so that the original amount of the Security Deposit shall
be again on deposit with Landlord.


 


(o)                                 Paragraph 35(d) shall
become Paragraph 35(c) and shall be revised to read as follows.


 


(c)                                  At the
expiration of the Term and so long as no Event of Default exists the Letter of
Credit or the Cash Security Deposit, as the case may be, shall be returned to
the party having posted same.


 


(p)                                 Paragraph 35(e) shall
become Paragraph 35(d).


 


(q)                                 Article 24
of the Lease is hereby amended as follows:


 


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Any
notice or demand which, under the terms of the Lease or under any statute must
or may be given or made by the parties herein, shall be in writing, and shall
be given or made by mailing the same, by certified mail, return receipt
requested, or having same delivered by a national messenger service such as
FedEx provided a receipt for such delivery is obtained addressed as follows:


 


If to Landlord:


 


AGNL Coffman, L.L.C.


c/o Angelo, Gordon & Co., L.P.


245 Park Avenue, 26th Floor


New York, NY  10167-0094


Phone No.:  (212) 883-4157


Fax No.:  (212) 883-4141


Attn:  Gordon J. Whiting


 


with
a copy to:


 


AG
Net Lease Acquisition Corp.


c/o
Angelo, Gordon & Co., L.P.


245
Park Avenue, 26th Floor


New
York, NY  10167-0094


Phone
No.:  (212) 692-2296


Fax
No.:  (212) 867-6448


Attn:  Joseph R. Wekselblatt,


Chief Financial Officer


 


with a copy to:


 


DLA Piper LLP (US)


500 Eighth Street, NW


Washington, D.C.  20004


Phone No.:  (202) 799-4108


Fax No.:  (202) 799-5108


Attn:  Michele E. Williams,
Esquire


 


If  to Tenant:


 


P&F Industries, Inc.


445 Broadhollow Road, Suite 100


Melville, NY  11747


 


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with a copy to:


 


William E. Smith


Visador Holding Corp.


1000 Industrial Road


Marion, VA  24354


 


with a copy to:


 


Steven J. Kuperschmid, Esq.


Certilman Balin Adler &
Hyman, LLP


90 Merrick Ave.


East Meadow, NY  11554


 


Either party, however, may
designate in writing such new or other address to which such notice or demand
shall thereafter be so given, made or mailed. 
Any notice given hereunder shall be deemed delivered when received by
the party to whom same is addressed or when the party sending the same receives
notification from the post office or carrier that same cannot be delivered or
is unclaimed or refused.


 


Any notice to be given
hereunder by either of the parties hereto may be given by the attorney for said
party with the same force and effect as if such notice had been given by the
party.


 


It is understood and agreed
that wherever in this Lease a time period is stated for the performance of some
act by Tenant or the sending of some notice by Tenant, that said time periods
are of the essence and Tenant shall not be excused for any delay in connection
therewith.


 


18.                                 No Other
Amendments.  Except as
expressly set forth herein, the Lease shall remain unmodified and in full force
and effect.


 


(Signature
pages follow)


 


6

















 


IN WITNESS WHEREOF, Landlord and
Tenant have caused this First Amendment to be duly executed under seal the day
and year first written above.


 


 


	
   

  	
  LANDLORD

  
	
   

  	
   

  
	
   

  	
  AGNL
  COFFMAN, L.L.C.,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AGNL
  Manager, Inc.,

  
	
   

  	
   

  	
  a
  Delaware corporation, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gordon J. Whiting

  
	
   

  	
   

  	
  Name:

  	
  Gordon J. Whiting

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Managing Director

  



 


STATE / COMMONWEALTH OF New York


COUNTY / CITY OF New York


 


On                     ,
2009 before me, Michelle Vosko, a Notary Public in and for said state,
personally appeared Gordon J. Whiting, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same
in his/her authorized capacity, and that by his/her signature on the
instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.


 


Witness my hand and official
seal.


 


 


	
   

  	
  /s/
  Michelle Vosko

  
	
   

  	
  Notary Public in and for said State

  



 

















 


	
   

  	
  TENANT

  
	
   

  	
   

  
	
   

  	
  WM
  COFFMAN LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph A. Molino, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  A. Molino, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


STATE / COMMONWEALTH OF New York


COUNTY / CITY OF Suffolk


 


On June 8, 2009 before
me, Rosemary A. Guerra, a Notary Public in and for said state, personally
appeared Joseph A. Molino, Jr., personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to
the within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument,
the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


Witness my hand and official
seal.


 


 


	
  /s/
  Rosemary A. Guerra

  	
   

  
	
  Notary
  Public in and for said State