Exhibit 10.2 


 


WAIVER AND AMENDMENT NO. 1


TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT


 


WAIVER AND AMENDMENT
NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of October 14, 2014 (this “Amendment”),
is among P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANAFUACTURING
CORPORATION, a Florida corporation (“Florida Pneumatic”), HY-TECH MACHINE, INC., a Delaware corporation
(“Hy-Tech”), ATSCO HOLDINGS CORPORATION, a Delaware corporation (“ATSCO”), and NATIONWIDE
INDUSTRIES, INC., a Florida corporation (“Nationwide”, and together with P&F, Florida Pneumatic Hy-Tech
and ATSCO, collectively, “Borrowers” and each, a “Borrower”), CONTINENTAL TOOL GROUP,
INC., a Delaware corporation (“Continental”), COUNTRYWIDE HARDWARE, INC., a Delaware corporation
(“Countrywide”), EMBASSY INDUSTRIES, INC., a New York corporation (“Embassy”), GREEN
MANUFACTURING, INC., a Delaware corporation (“Green”), PACIFIC STAIR PRODUCTS, INC., a Delaware corporation
(“Pacific”), WILP HOLDINGS, INC., a Delaware corporation (“WILP”), EXHAUST TECHNOLOGIES,
INC., a Delaware corporation, and WOODMARK INTERNATIONAL, L.P., a Delaware limited partnership (“Woodmark”,
and together with Continental, Countrywide, Embassy, Green, Pacific and WILP, collectively, “Guarantors” and
each, a “Guarantor”), the Lenders (defined below) party to this Agreement, and CAPITAL ONE BUSINESS CREDIT
CORPORATION, a New York corporation, as agent for the Lenders (“Agent”).


 


RECITALS:


 


A.           Borrowers,
Guarantors, the lenders from time to time party thereto (collectively, the “Lenders”) and Agent have entered
into an Amended and Restated Loan and Security Agreement dated as of August 12, 2014 (the “Loan Agreement”).
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.


 


B.           Borrowers
have requested that Agent and the Lenders waive compliance with Section 10.2.4 of the Credit Agreement to permit P&F
to purchase Equity Interests of P&F held by Timothy Stabosz (“Stabosz Buyback”) pursuant to the Purchase
Agreement dated as of the day hereof, entered by and between P&F and Timothy J. Stabosz.


 


C.           Borrowers
have requested that Agent and the Lenders amend certain provisions of the Loan Agreement to permit the Stabosz Buyback.


 


D.           Subject
to the terms and conditions set forth below, Agent and the Lenders party hereto are willing to waive compliance with Section
10.2.4 of the Loan Agreement and to amend the Loan Agreement to permit Stabosz Buyback.


 


In furtherance of the
foregoing, the parties agree as follows:


 


Section 1.          WAIVER.
Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties set
forth herein, the Agent and the Lenders hereby waive compliance by the Borrowers with Section 10.2.4 of the Loan Agreement
solely for purposes of permitting P&F to consummate Stabosz Buyback, provided that (a) no Default or Event of Default shall
have occurred and be continuing both immediately before and immediately giving effect to the Stabosz Buyback and (b) the Borrowers
have delivered a certificate to that effect to Agent on the date of the Stabosz Buyback.


 




    	 



    	 



    

 


Section 2.          AMENDMENTS.
Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties set
forth herein, the Loan Agreement is amended as follows:


 


(a)          Section
7.1 of the Loan Agreement is hereby amended by inserting the following new sentence at the end thereof:


 


“Notwithstanding anything
herein to the contrary, no security interest shall be granted to Agent or Secured Parties under this Section 7.1 in any Equity
Interests of P&F as may hereafter be repurchased by P&F with the consent of the Lenders.”


 


The amendment to the Loan Agreement are
limited to the extent specifically set forth above and no other terms, covenants or provisions of the Loan Agreement are intended
to be affected hereby.


 


Section 3.          CONDITIONS
PRECEDENT. The parties hereto agree that the waiver set forth in Section 1 above and amendment set forth in Section
2 above shall not be effective until the satisfaction of each of the following conditions precedent (the date of such satisfaction,
the “Effective Date”):


 


(a)          Documentation.
Agent shall have received (i) a counterpart of this Amendment, duly executed and delivered by Borrowers, Guarantors and all of
the Lenders then party to the Loan Agreement, and (ii) such other documents and certificates as Agent or its
counsel may reasonably request relating to the organization, existence and good standing of Obligors, the authorization of this
Amendment and any other legal matters relating to any Obligor or the transactions contemplated hereby.


 


(b)          Fees
and Expenses.  All fees and expenses of counsel to Agent estimated to date shall have been paid in full (without prejudice
to final settling of accounts for such fees and expenses).


 


Section 4.          REPRESENTATIONS
AND WARRANTIES.


 


(a)          In
order to induce Agent and the Lenders to enter into this Amendment, each Borrower represents and warrants to Agent and the Lenders
as follows:


 


(i)          The
representations and warranties made by such Borrower in Section 9 of the Loan Agreement are true and correct on and as of
the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date in which case
such representations and warranties are true and correct on and as of such earlier date.


 


(ii)         No
Default or Event of Default has occurred and is continuing or will exist after giving effect to this Amendment.


 


(b)          In
order to induce Agent and the Lenders to enter into this Amendment, each Borrower and each Guarantor represents and warrants to
Agent and the Lenders that this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation.


 


Section 5.          MISCELLANEOUS.


 


(a)          Ratification
and Confirmation of Loan Documents. Each Borrower and each Guarantor hereby consents, acknowledges and agrees to the amendments
set forth herein and hereby confirms and ratifies in all respects the Loan Documents to which such Person is a party (including
without limitation, with respect to each Guarantor, the continuation of its payment and performance obligations under the guaranties
set forth in Section 15 of the Loan Agreement upon and after the effectiveness of the amendments contemplated hereby and,
with respect to each Borrower and each Guarantor, the continuation and extension of the liens granted under the Loan Agreement
and Security Documents to secure the Obligations).


 




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(b)          Fees
and Expenses. Borrowers shall pay on demand all reasonable costs and expenses of Agent in connection with the preparation,
reproduction, execution, and delivery of this Amendment and any other documents prepared in connection herewith, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for Agent.


 


(c)          Headings.
Section and subsection 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 or be given any substantive effect.


 


(d)          Governing
Law; Waiver of Jury Trial. This Amendment shall be governed by and construed in accordance with the laws of the State of New
York, and shall be further subject to the provisions of Sections 14.13, 14.14 and 14.15 of the Loan Agreement.


 


(e)          Counterparts.
This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an
original, and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile or electronic transmission (including .pdf file) shall be effective as delivery
of a manually executed counterpart hereof.


 


(f)          Entire
Agreement. This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”),
sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes
any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation
or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied
on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly
stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party
to the other. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise
except in a writing signed by Agent for such purpose.


 


(g)          Enforceability.
Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.


 


(h)          Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of each Borrower, each Guarantor, Agent, each Lender
and their respective successors and assigns (subject to Section 13 of the Loan Agreement).


 


[Remainder of Page Intentionally Left
Blank; Signature Pages Follow]


 




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The following parties
have caused this Waiver and Amendment No. 1 to Amended and Restated Loan and Security Agreement to be executed as of the date first
written above.


  





	 	BORROWERS:	 
	 	 	 
	 	P&F INDUSTRIES, INC.	 
	 	FLORIDA PNEUMATIC MANUFACTURING	 
	 	CORPORATION	 
	 	HY-TECH MACHINE, INC.	 
	 	ATSCO HOLDINGS CORPORATION	 
	 	NATIONWIDE INDUSTRIES, INC.	 
	 	 	 	 
	 	By:	/s/ Joseph A. Molino, Jr.	 
	 	Name:	Joseph A. Molino, Jr.	 
	 	Title:	Vice President	 
	 	 	 	 
	 	GUARANTORS:	 
	 	 	 
	 	CONTINENTAL TOOL GROUP, INC.	 
	 	COUNTRYWIDE HARDWARE, INC.	 
	 	EMBASSY INDUSTRIES, INC.	 
	 	GREEN MANUFACTURING, INC.	 
	 	PACIFIC STAIR PRODUCTS, INC.	 
	 	EXHAUST TECHNOLOGIES, INC.	 
	 	WILP HOLDINGS, INC.	 
	 	 	 	 
	 	By:	/s/ Joseph A. Molino, Jr.	 
	 	Name:	Joseph A. Molino, Jr.	 
	 	Title:	Vice President	 
	 	 	 	 
	 	WOODMARK INTERNATIONAL, L.P.	 
	 	 	 
	 	By:     Countrywide Hardware, Inc.	 
	 	 	 	 
	 	By:	/s/ Joseph A. Molino, Jr.	 
	 	Name:	Joseph A. Molino, Jr.	 
	 	Title:	Vice President	 










 


WAIVER AND AMENDMENT NO.1 TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT


Signature Page


 




    	 



    	 



    

 


	 	AGENT AND LENDERS:	 
	 	 	 
	 	CAPITAL ONE BUSINESS CREDIT CORPORATION, as Agent and Lender	 
	 	 	 	 
	 	By:	/s/ Julianne Low	 
	 	Name:	Julianne Low	 
	 	Title:	Senior Director	 


 


WAIVER AND AMENDMENT NO.1 TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT


Signature Page