HEREBY WAIVES ANY OBJECTION THAT SUBORDINATED CREDITOR MAY HAVE BASED
UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND
HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.
SUBORDINATED CREDITOR HEREBY WAIVES PERSONAL SERVICE
OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT
AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS SET
FORTH IN SECTION 9 OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR 3 BUSINESS
DAYS AFTER DEPOSIT IN THE MAIL, PROPER POSTAGE PREPAID.
7.15.
WAIVER OF JURY TRIAL.
SUBORDINATED CREDITOR AND SENIOR AGENT HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE SUBORDINATED DEBT
DOCUMENTS OR ANY OF THE SENIOR DEBT DOCUMENTS.
EACH OF SUBORDINATED CREDITOR
AND SENIOR AGENT ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING
INTO THIS AGREEMENT AND THE SENIOR DEBT DOCUMENTS AND THAT EACH WILL CONTINUE TO
RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
EACH OF SUBORDINATED
CREDITOR AND SENIOR AGENT WARRANTS AND REPRESENTS THAT EACH HAS HAD THE
OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
[Remainder of page intentionally left blank; signatures begin on following page]
18
IN WITNESS WHEREOF, Subordinated Creditor and Senior Agent have caused this
Agreement to be executed as of the date first above written.
SUBORDINATED CREDITOR:
/s/ Marc Schorr
MARC SCHORR
SENIOR AGENT:
CAPITAL ONE LEVERAGE FINANCE
CORPORATION, as Senior Agent
By:
/s/ Michael S. Burns
Name: Michael S. Burns
Title: Senior Vice President
ACKNOWLEDGED AND AGREED
AS OF THE DATE HEREOF BY:
OBLIGORS:
P&F INDUSTRIES, INC.
By:
/s/ Joseph A. Molino, Jr.
Name: Joseph A. Molino, Jr.
Title: Vice President
FLORIDA PNEUMATIC MANUFACTURING
CORPORATION
By:
/s/ Joseph A. Molino, Jr.
Name: Joseph A. Molino, Jr.
Title: Vice President
HY-TECH MACHINE, INC.
By:
/s/ Joseph A. Molino, Jr.
Name: Joseph A. Molino, Jr.
Title: Vice President
SUBORDINATION AND INTERCREDITOR AGREEMENT
(Marc Schorr)
Signature Page
NATIONWIDE INDUSTRIES, INC.
By:
/s/ Joseph A. Molino, Jr.
Name: Joseph A. Molino, Jr.
Title: Vice President
CONTINENTAL TOOL GROUP, INC.
By:
/s/ Joseph A. Molino, Jr.
Name: Joseph A. Molino, Jr.
Title: Vice President
COUNTRYWIDE HARDWARE, INC.
By:
/s/ Joseph A. Molino, Jr
Name: Joseph A. Molino, Jr.
Title: Vice President
EMBASSY INDUSTRIES, INC.
By:
/s/ Joseph A. Molino, Jr.
Name: Joseph A. Molino, Jr.
Title: Vice President
GREEN MANUFACTURING, INC.
By:
/s/ Joseph A. Molino, Jr.
Name: Joseph A. Molino, Jr.
Title: Vice President
PACIFIC STAIR PRODUCTS, INC.
By:
/s/ Joseph A. Molino, Jr.
Name: Joseph A. Molino, Jr.
Title: Vice President
SUBORDINATION