P & F INDUSTRIES, INC.
EXHIBIT 4.9
AMENDMENT NO. 6
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT, is entered into as of June 13,
2002 (the "Amendment"), 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") and GREEN MANUFACTURING, INC., a Delaware corporation
("Green") (P&F, Florida Pneumatic, Embassy and Green, the "Co-Borrowers"), and
CITIBANK, N.A. (successor-in-interest to European American Bank), a New York
banking corporation (the "Bank").
BACKGROUND
The Co-Borrowers and the Bank are parties to a Credit Agreement, dated as
of July 23, 1998 (as same has been amended by Amendments Nos. 1, 2, 3, 4 and 5
thereto, the "Credit Agreement"), pursuant to which the Bank provides the
Co-Borrowers with certain financial accommodations.
The Co-Borrowers have requested that the Bank revise Section 7.12(b) of
the Credit Agreement and the Bank is willing to do so on the terms and
conditions hereinafter set forth. Capitalized terms used herein and not defined
herein shall have the meanings given to them in the Credit Agreement.
Accordingly, in consideration of the premises and of the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE
AMENDMENT TO CREDIT AGREEMENT.
Section 1.1 Section 7.12(b) of the Credit Agreement is hereby amended in
its entirety to provide as follows:
"(b) MINIMUM CAPITAL BASE. Maintain a Consolidated Capital Base at
all times, of at least $16,000,000."
ARTICLE II.
CONDITIONS OF EFFECTIVENESS.
Section 2.1. This Amendment shall become effective as of the date hereof,
upon receipt by the Bank of this Amendment, duly executed by each Co-Borrower
and each Corporate Guarantor.
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 Amendment No. 5 Effective Date.
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.
Section 3.2. EFFECT ON CREDIT AGREEMENT.
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 Bank, 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.
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.
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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.
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IN WITNESS WHEREOF, the Co-Borrowers and the Bank 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.
By: _______________________
Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President
FLORIDA PNEUMATIC MANUFACTURING
CORPORATION
By: _______________________
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
EMBASSY INDUSTRIES, INC.
By: _______________________
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
GREEN MANUFACTURING, INC.
By: _______________________
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
CITIBANK, N.A.
By: _______________________
Name:
Title:
ACKNOWLEDGED AND ACCEPTED:
STATE BANK OF LONG ISLAND
By:________________________
Name:
Title:
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The undersigned, not parties to the Credit Agreement but as Corporate Guarantors
under Corporate Guaranties, dated as of May 3, 2002, executed in favor of the
Bank, hereby accept and agree to the terms of the foregoing Amendment and
further acknowledge that their respective Corporate Guaranties are in full force
and effect and are hereby ratified and confirmed.
NATIONWIDE INDUSTRIES, INC.
By: _______________________
Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President
COUNTRYWIDE HARDWARE, INC.
By: _______________________
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
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