Exhibit 10.6
THIRD AMENDED AND RESTATED
REVOLVING CREDIT NOTE
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$7,700,000
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March 30, 2009
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FOR VALUE RECEIVED,
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”),
jointly and severally promise to pay to the order of HSBC BANK
USA, NATIONAL ASSOCIATION (the “Lender”), on or
before the Revolving Credit Termination Date, the principal amount
of SEVEN MILLION SEVEN HUNDRED THOUSAND ($7,700,000) DOLLARS
or, if less, the unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Co-Borrowers under the Credit
Agreement referred to below.
The Co-Borrowers jointly and
severally promise to pay interest on the unpaid principal amount
hereof from the date hereof until paid in full at the rates and at
the times which shall be determined, and to make principal
repayments on this Note at the times which shall be determined, in
accordance with the provisions of the Credit Agreement referred to
below.
This Note is one of the
“Revolving Credit Notes” referred to in the Credit
Agreement, dated as of June 30, 2004, by and among the
Co-Borrowers, Citibank, N.A., as Administrative Agent, and the
Lenders (including the Lender) as are or may from time to time
become parties thereto (as same has been and may be further
amended, restated, supplemented or modified, the “Credit
Agreement”) and is issued pursuant to and entitled to the
benefits of the Credit Agreement to which reference is hereby made
for a more complete statement of the terms and conditions under
which the Revolving Credi
