AMENDMENT TO CREDIT AGREEMENT
AMENDMENT
TO
THIS
AMENDMENT TO CREDIT AGREEMENT,
is
entered into as of June 24, 2005 (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"), GREEN
MANUFACTURING, INC., a
Delaware corporation ("Green"), COUNTRYWIDE
HARDWARE, INC., a
Delaware corporation ("Countrywide"), NATIONWIDE
INDUSTRIES, INC.,
a
Florida corporation ("Nationwide") and
WOODMARK
INTERNATIONAL, L.P.
("Woodmark"; and collectively with P&F, Florida Pneumatic, Embassy, Green,
Countrywide and Nationwide, 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.
BACKGROUND
The
Co-Borrowers, the Lenders and the Administrative Agent are parties to a Credit
Agreement, dated as of June 30, 2004 (as same has been and may be further
amended, restated, supplemented or modified, from time to time, the "Credit
Agreement"), pursuant to which the Lenders provide the Co-Borrowers with certain
financial accommodations.
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 herein 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
I.
Amendments
to Credit Agreement.
Section
1.1. The
definition of "Revolving Credit Commitment Termination Date" in Section 1.01
of
the Credit Agreement is hereby amended in its entirety to provide as
follows:
"Revolving
Credit Commitment Termination Date" shall mean June 30, 2006.
Section
1.2. Section
6.03(e) of the Credit Agreement is hereby amended in its entirety to provide
as
follows:
"(e)
on
or prior to the fifteenth (15th) day following the end of each quarterly period
of each fiscal year of the Co-Borrowers, a detailed schedule of accounts
receivable of the Co-Borrowers certified by the Chief Financial Officer of
P&F and current as of the last Business Day of such fiscal period then
ended, which schedule shall include accounts receivable agings on an invoice
date basis, all in form satisfactory to the Required Lenders;"
ARTICLE
II.
Conditions
of Effectiveness.
Section
2.1. This Amendment shall become effective as of the date hereof, upon receipt
by the Administrative Agent of this Amendment, duly executed by each Co-Borrower
and each Lender.
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 date hereof.
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
Administrative Agent or the Lenders, 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.
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.
2
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.
IN
WITNESS WHEREOF,
the
Co-Borrowers, the Lenders and the Administrative Agent 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.
FLORIDA
PNEUMATIC MANUFACTURING
CORPORATION
EMBASSY
INDUSTRIES, INC.
GREEN
MANUFACTURING, INC.
COUNTRYWIDE
HARDWARE, INC. NATIONWIDE INDUSTRIES, INC.
WOODMARK
INTERNATIONAL, L.P.
By:
Countrywide
Hardware, Inc., its General
Partner
By:
/s/
Xxxxxx X. Xxxxxx, Xx.
Xxxxxx
X.
Xxxxxx, Xx., the Vice President of each
of
the
foregoing corporations
CITIBANK,
N.A., as
a
Lender and as
Administrative
Agent
By:
/s/
Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Vice
President
HSBC
BANK USA, NATIONAL
ASSOCIATION,
as
a
Lender
By:
/s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx
Xxxxxxx
Title:
Vice
President
