Exhibit 10.1
AMENDMENT NO. 17
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 17
dated as of March 27, 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:
“Mortgages” shall mean,
collectively, the (a) Mortgage and Security Agreement by
Florida Pneumatic, with respect to the Jupiter Premises,
(b) Mortgage and Security Agreement by Countrywide, with
respect to the Tampa Premises, and (c) Mortgage and Security
Agreement by Hy-Tech, with respect to the Cranberry Premises, each
executed and delivered on March 27, 2009 by the applicable
Co-Borrower in favor of the Administrative Agent for the benefit of
the Lenders, as the same may hereafter be amended, restated,
supplemented or otherwise modified, from time to time. The
Mortgages shall secure all Obligations.
“Security Documents”
shall mean the Security Agreement, the Pledge Agreement and the
Mortgages.
Section 1.2.
Section 6.14 of the Credit Agreement is deleted in its
entirety.
Section 1.3.
The final un-numbered paragraph of Section 8.01 of the Credit
Agreement is hereby amended and restated in its entirety to provide
as follows:
