Exhibit 10.1


 


AMENDMENT NO. 16 TO


CREDIT AGREEMENT


 


THIS
AMENDMENT NO. 16 dated as of February 17, 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:


 


“Revolving
Credit Commitment Termination Date” shall mean March 31, 2009.


 


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.


 


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.


 


[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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