P & F INDUSTRIES, INC.
EXHIBIT 4.10
AMENDMENT NO. 7
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT, is entered into as of August 1,
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"), GREEN MANUFACTURING, INC., a Delaware corporation
("Green"), COUNTRYWIDE HARDWARE, INC., a Delaware corporation ("Countrywide"),
and NATIONWIDE INDUSTRIES, INC., a Florida corporation ("Nationwide") (P&F,
Florida Pneumatic, Embassy, Green, Countrywide and Nationwide, the
"Co-Borrowers"), and CITIBANK, N.A. (successor-in-interest to European American
Bank), a New York banking corporation (the "Bank").
BACKGROUND
P&F, Florida Pneumatic, Embassy and Green (the "Original Co-Borrowers")
and the Bank are parties to a Credit Agreement, dated as of July 23, 1998 (as
same has been and may be further amended, restated, supplemented or modified,
the "Credit Agreement"), pursuant to which the Bank provides the Original
Co-Borrowers with certain financial accommodations.
The Original Co-Borrowers have requested that the Bank (i) include
Countrywide and Nationwide as Co-Borrowers under the existing credit facility
and (ii) amend certain provisions 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 I.
AMENDMENTS TO CREDIT AGREEMENT.
Section 1.1 The first paragraph of the Credit Agreement is hereby amended
in its entirety to provide as follows:
"CREDIT AGREEMENT dated as of July 23, 1998, 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"), and NATIONWIDE INDUSTRIES, INC., a
Florida corporation ("Nationwide"; and collectively with P&F, Florida
Pneumatic, Embassy, Green, and Countrywide, the "Co-Borrowers") and
CITIBANK, N.A. (successor-in-interest to European American Bank), a New
York banking corporation (the "Bank").
Section 1.2. The following definitions in Section 1.01 of the Credit
Agreement are hereby amended and restated in their entirety to provide as
follows:
"Pledge Agreement" shall mean, collectively, the Pledge Agreement,
substantially in the form attached hereto as Exhibit I, executed and
delivered on the Closing Date by P&F and each pledge agreement
hereafter executed and delivered by any Co-Borrower to the Bank, as
each of the same may hereafter be amended, restated, supplemented or
otherwise modified from time to time.
"Revolving Credit Termination Date" shall mean the earlier of (i)
July 26, 2003 or (ii) the date on which the Revolving Credit
Commitment shall have been terminated hereunder.
"Term Loan Commitment Maturity Date" shall mean July 26, 2003.
Section 1.3. Schedule I to the Credit Agreement is hereby amended in its
entirety and replaced with Schedule I attached to this Amendment.
Section 1.4. Exhibits A, B and C to the Credit Agreement are hereby
amended in their entirety and replaced with Exhibits A, B and C, respectively,
attached to this Amendment.
ARTICLE II.
CONDITIONS OF EFFECTIVENESS.
Section 2.1. This Amendment shall become effective, upon receipt by the
Bank of each of the following, in form and substance satisfactory to the Bank
and its counsel:
(a) this Amendment, duly executed by each Co-Borrower;
(b) an amended and restated Revolving Credit Note, substantially in the
form of Exhibit A attached hereto, duly executed by each Co-Borrower in favor of
the Bank;
(c) an amended and restated Term Note, substantially in the form of
Exhibit C attached hereto, duly executed by each Co-Borrower in favor of the
Bank;
(d) an Amendment to Pledge Agreement, substantially in the form of Exhibit
1 attached hereto, duly executed by Countrywide;
(e) an Amendment to Security Agreements, substantially in the form of
Exhibit 2 attached hereto, duly executed by each Co-Borrower;
(f) a certificate of the Secretary or Assistant Secretary of each
Co-Borrower, substantially in the form of Exhibit 3 attached hereto; and
(g) such other documents, instruments, agreements, approvals, opinions and
evidence as the Bank may reasonably require.
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
2
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.
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.
[next page is signature page]
3
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. FLORIDA PNEUMATIC
MANUFACTURING CORPORATION
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
EMBASSY INDUSTRIES, INC. GREEN MANUFACTURING, INC.
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
NATIONWIDE INDUSTRIES, INC. COUNTRYWIDE HARDWARE, INC.
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
CITIBANK, N.A.
By:
---------------------------
Name:
Title:
ACKNOWLEDGED AND ACCEPTED:
STATE BANK OF LONG ISLAND
By:
---------------------------
Name:
Title:
4
Schedule 1
Subsidiaries and Affiliates
A. P&F Industries, Inc.
1. Name: Florida Pneumatic Manufacturing Corporation
Jurisdiction of Incorporation: Florida
Shareholders: P&F Industries, Inc. (100%)
Number of Outstanding Shares: 1,000
2. Name: Embassy Industries, Inc.
Jurisdiction of Incorporation: New York
Shareholders: P&F Industries, Inc. (100%)
Number of Outstanding Shares: 1,000
3. Name: Green Manufacturing, Inc.
Jurisdiction of Incorporation: Delaware
Shareholders: P&F Industries, Inc. (100%)
Number of Outstanding Shares: 1,000
4. Name: Countrywide Hardware, Inc.
Jurisdiction of Incorporation: Delaware
Shareholders: P&F Industries, Inc. (100%)
Number of Outstanding Shares: 100
B. Florida Pneumatic Manufacturing Corporation
- none-
C. Embassy Industries, Inc.
- none-
X. Xxxxx Manufacturing, Inc.
- none-
E. Countrywide Hardware, Inc.
1. Name: Nationwide Industries, Inc.
Jurisdiction of Incorporation: Florida
Shareholders: Countrywide Hardware, Inc.(100%)
Number of Outstanding Shares: 100
F. Nationwide Industries, Inc.
- none-
5
EXHIBIT A
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$12,000,000.00
August 1, 2002
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"), and
NATIONWIDE INDUSTRIES, INC., a Florida corporation ("Nationwide") (P&F, Florida
Pneumatic, Embassy, Green, Countrywide and Nationwide, collectively, the
"Co-Borrowers"), promise to pay to the order of CITIBANK, N.A.
(successor-in-interest to European American Bank) (the "Bank"), on or before the
Revolving Credit Termination Date, the principal amount of TWELVE MILLION AND
00/100 ($12,000,000) DOLLARS or, if less, the unpaid principal amount of all
Revolving Credit Loans made by the Bank to the Co-Borrowers under the Credit
Agreement referred to below.
The Co-Borrowers 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 the "Revolving Credit Note" referred to in the Credit
Agreement dated as of July 23, 1998 among the Co-Borrowers and the Bank (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 Credit Loans
evidenced hereby were made and are to be repaid. Capitalized terms used herein
without definition shall have the meanings set forth in the Credit Agreement.
The Bank shall record the date, Type and amount of each Revolving
Credit Loan and the date and amount of each payment or prepayment of principal
of each Revolving Credit Loan on the grid schedule annexed to this Note;
PROVIDED, HOWEVER, that the failure of the Bank to set forth such Revolving
Credit Loans, payments and other information on the attached grid schedule shall
not in any manner affect the obligation of the Co-Borrowers
to repay the Revolving Credit Loans made by the Bank in accordance with the
terms of this Note.
This Note is subject to prepayment as provided in Section 3.03.
Upon the occurrence of an Event of Default the unpaid balance of the
principal amount of this Note together with all accrued but unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
All payments of principal and interest in respect of this Note shall
be made in lawful money of the United States of America in same day funds at the
office of the Bank located at the Bank's Payment Office or at such other place
as shall be designated in writing for such purpose in accordance with the terms
of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligation of the
Co-Borrowers, which is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.
This Note amends and restates in its entirety and given in
substitution for, but not in satisfaction of, that certain Revolving Credit
Note, dated July 28, 1999, issued by P&F, Florida Pneumatic, Embassy and Green
in favor of the Bank, in the original principal sum of $17,000,000, and is
entitled to the benefits of the Credit Agreement and the Loan Documents and is
subject to all of the agreements, terms and conditions therein contained.
Each Co-Borrower and each endorser of this Note waive diligence,
presentment, protest, demand, and notice of any kind in connection with this
Note.
THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
[next page is signature page]
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IN WITNESS WHEREOF, each Co-Borrower has caused this Note to be
executed and delivered by its duly authorized officer, as of the day and year
and at a place first above written.
P&F INDUSTRIES, INC. FLORIDA PNEUMATIC
MANUFACTURING CORPORATION
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
EMBASSY INDUSTRIES, INC. GREEN MANUFACTURING, INC.
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
NATIONWIDE INDUSTRIES, INC. COUNTRYWIDE HARDWARE, INC.
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
3
SCHEDULE OF LOANS
Amount of
Date Type Principal Principal
of of Interest Amount of Maturity Paid or
Loan Loan Rate Loan of Loan Unpaid
---- ---- ---- ---- ------- ------
4
EXHIBIT B
FORM OF EQUIPMENT LOAN NOTE
$_______________ _______ __, 200_
FOR VALUE RECEIVED, FOR VALUE RECEIVED, P&F INDUSTRIES, INC., a Delaware
corporation ("P&F"), FLORIDA PNEUMATIC MANUFACTURING CORPORATION, a Florida
corporation ("Florida Pneumatic"), EMBASSY INDUSTRIES, INC., a
New York
corporation ("Embassy"), GREEN MANUFACTURING, INC., a Delaware corporation
("Green"), COUNTRYWIDE HARDWARE, INC., a Delaware corporation ("Countrywide"),
and NATIONWIDE INDUSTRIES, INC., a Florida corporation ("Nationwide") (P&F,
Florida Pneumatic, Embassy, Green, Countrywide and Nationwide, collectively, the
"Co-Borrowers"), promise to pay to the order of CITIBANK, N.A.
(successor-in-interest to European American Bank) (the "Bank") on or before
_________ __, ____,(1) (the "Maturity Date"), the principal amount of
______($____) in __ consecutive [monthly] [quarterly](2) installments of
$___________ on the first day of [each month of each year commencing _______ __,
_____] [___________ and on the first day of each _____________, ___________,
___________, and _____________ thereafter] and a final installment on the
Maturity Date in an amount equal to the remaining principal amount outstanding
on the Maturity Date.
The Co-Borrowers also promises 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 in accordance with the provisions of the Credit
Agreement referred to below.
This Note is an "Equipment Loan Note" issued pursuant to and entitled to
the benefits of the Credit Agreement dated as of July __, 1998, among the Bank
and the Co-Borrowers (as the same may be amended, modified or supplemented from
time to time, the "Credit Agreement"), to which reference is hereby made for a
more complete statement of the terms and conditions under which the Loans
evidenced hereby was made and is to be repaid. Capitalized terms used herein
without definition shall have the meanings set forth in the Credit Agreement.
----------
(1) This date to be selected by the Co-Borrowers, but shall not, in any
event, be beyond the fifth anniversary of the date of borrowing (Section 2.03).
(2) as determined by the Bank (Section 2.03)
The Bank shall record the date, Type and amount of each payment or
prepayment of principal of the Loans on the grid schedule annexed to this Note;
PROVIDED, HOWEVER, that the failure of the Bank to set forth the Loans, payments
and other information on the attached grid schedule shall not in any manner
affect the obligation of the Co-Borrowers to repay the Loans made by the Bank in
accordance with the terms of this Note.
This Note is subject to prepayment as provided in Section 3.03 of
the Agreement.
Upon the occurrence of an Event of Default the unpaid balance of the
principal amount of this Note, together with all accrued but unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
All payments of principal and interest in respect of this Note shall
be made in lawful money of the United States of America in same day funds at the
office of the Bank located at the Bank's Payment Office or at such other place
as shall be designated in writing for such purpose in accordance with the terms
of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligation of the
Co-Borrowers, which is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.
Each Co-Borrower and each endorser of this Note waive diligence,
presentment, demand, protest and notice of any kind in connection with this
Note.
THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
[next page is signature page]
2
IN WITNESS WHEREOF, each Co-Borrower has caused this Note to be
executed and delivered by its duly authorized officer, as of the day and year
and at a place first above written.
P&F INDUSTRIES, INC. FLORIDA PNEUMATIC
MANUFACTURING CORPORATION
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
EMBASSY INDUSTRIES, INC. GREEN MANUFACTURING, INC.
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
NATIONWIDE INDUSTRIES, INC. COUNTRYWIDE HARDWARE, INC.
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
3
SCHEDULE OF LOANS
Amount of
Date Type Principal Principal
of of Interest Amount of Maturity Paid or
Loan Loan Rate Loan of Loan Unpaid
---- ---- ---- ---- ------- ------
4
EXHIBIT C
FORM OF TERM NOTE
$_____________ July __, 2002
FOR VALUE RECEIVED, P&F INDUSTRIES, INC., a Delaware corporation
("P&F"), FLORIDA PNEUMATIC MANUFACTURING CORPORATION, a Florida corporation
("Florida Pneumatic"), EMBASSY INDUSTRIES, INC., a New York corporation
("Embassy"), GREEN MANUFACTURING, INC., a Delaware corporation ("Green"),
COUNTRYWIDE HARDWARE, INC., a Delaware corporation ("Countrywide"), and
NATIONWIDE INDUSTRIES, INC., a Florida corporation ("Nationwide") (P&F, Florida
Pneumatic, Embassy, Green, Countrywide and Nationwide, collectively, the
"Co-Borrowers"), promise to pay to the order of CITIBANK, N.A.
(successor-in-interest to European American Bank) (the "Bank") on or before
_________ __, ____(3) (the "Maturity Date"), the principal amount of
_______________________________________________ ($__________) DOLLARS in
___________ (__) consecutive quarterly installments of $__________ each,
commencing ____ _, 200_ and continuing on the first day of each _______,
________, ________ and _______ thereafter of each year, with a final
installment, on the Term Loan Maturity Date, in an amount equal to the remaining
principal amount outstanding on the Term Loan Maturity Date.
The Co-Borrowers also 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 in accordance with the provisions of the
Credit Agreement referred to below.
This Note is a "Term Note" issued pursuant to and entitled to the
benefits of the Credit Agreement dated as of July 23, 1998, among the Bank and
the Co-Borrowers (as same has been and may be further amended, restated,
supplemented or modified, the "Credit Agreement"), to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Loans evidenced hereby was made and is to be repaid. Capitalized terms used
herein without definition shall have the meanings set forth in the Credit
Agreement.
----------
(3) This date to be selected by the Co-Borrowers, but shall not, in any
event, be beyond the seventh anniversary of the date of borrowing (Section 2.05)
The Bank shall record the date, Type and amount of each payment or
prepayment of principal of the Loans on the grid schedule annexed to this Note;
PROVIDED, HOWEVER, that the failure of the Bank to set forth the Loans, payments
and other information on the attached grid schedule shall not in any manner
affect the obligation of the Co-Borrowers to repay the Loans made by the Bank in
accordance with the terms of this Note.
This Note is subject to prepayment as provided in Section 3.03 of
the Agreement.
Upon the occurrence of an Event of Default the unpaid balance of the
principal amount of this Note, together with all accrued but unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
All payments of principal and interest in respect of this Note shall
be made in lawful money of the United States of America in same day funds at the
office of the Bank located at the Bank's Payment Office or at such other place
as shall be designated in writing for such purpose in accordance with the terms
of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligation of the
Co-Borrowers, which is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.
Each Co-Borrower and each endorser of this Note waive diligence,
presentment, demand, protest and notice of any kind in connection with this
Note.
THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
[next page is signature page]
2
IN WITNESS WHEREOF, each Co-Borrower has caused this Note to be
executed and delivered by its duly authorized officer, as of the day and year
and at the place first above written.
P&F INDUSTRIES, INC. FLORIDA PNEUMATIC
MANUFACTURING CORPORATION
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
EMBASSY INDUSTRIES, INC. GREEN MANUFACTURING, INC.
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
NATIONWIDE INDUSTRIES, INC. COUNTRYWIDE HARDWARE, INC.
By: By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx. Jr. Name: Xxxxxx X. Xxxxxx. Jr.
Title: Vice President Title: Vice President
3
Amount of
Date Type Principal Principal
of of Interest Amount of Maturity Paid or
Loan Loan Rate Loan of Loan Unpaid
---- ---- ---- ---- ------- ------
4
EXHIBIT 1
AMENDMENT TO
PLEDGE AGREEMENT
August 1, 2002
CITIBANK, N.A., as Administrative Agent
000 Xxxxxxxx Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Gentlemen:
Reference is hereby made to that certain (a) Pledge Agreement, dated as of
May 2, 2002, by and between Countrywide Hardware, Inc. (the "Pledgor") and
Citibank, N.A. (successor-in-interest to European American Bank) (the "Pledgee")
(as same has been and may be further amended, restated, supplemented, or
modified, from time to time, the "Pledge Agreement") and (b) the Credit
Agreement, dated as of July 23, 1998 (as same has been and may be further
amended, restated, supplemented or modified, the "Credit Agreement"), by and
among the Bank, the Pledgor, P&F Industries, Inc., Florida Pneumatic
Manufacturing Corporation, Embassy Industries, Inc., Green Manufacturing, Inc.
and Nationwide Industries, Inc. (collectively, the "Co-Borrowers"). Capitalized
terms not otherwise defined herein shall have the meanings given to them in the
Credit Agreement.
In connection with the foregoing and as a condition precedent to the
effectiveness of Amendment No. 7 to Credit Agreement, dated as of the date
hereof (the "Amendment") by and among the Bank and the Co-Borrowers, the Pledgor
hereby:
1. acknowledges and agrees that the Recitals in the Pledge Agreement are
hereby amended in their entirety to read as follows:
"A. P&F Industries, Inc., Florida Pneumatic Manufacturing
Corporation, Embassy Industries, Inc., Green Manufacturing, Inc.,
Countrywide Hardware, Inc., and Nationwide Industries, Inc. (each, a
"Co-Borrower" and collectively, the "Co-Borrowers") and the Pledgee
are parties to a Credit Agreement, dated as of July 23, 1998, (as
same has been and may be further amended, modified or supplemented
from time to time, the "Credit Agreement") pursuant to which, the
Co-Borrowers have and will continue to receive loans and other
financial
1
accommodations from the Pledgee and will incur Obligations (as
defined in the Credit Agreement).
B. The Pledgor is the beneficial owner of that percentage of the
issued and outstanding capital stock of each respective corporation
listed on Schedule A annexed hereto (collectively, the "Pledged
Companies") as indicated on such Schedule A.
C. In order to induce the Pledgee to continue to extend credit to
the Co-Borrowers on and after the date hereof as provided in the
Credit Agreement, the Pledgor wishes to grant to the Pledgee
security and assurance in order to secure the payment and
performance of all Obligations, and to that effect to pledge to the
Pledgee all of the issued and outstanding capital stock of the
Pledged Companies that is owned by the Pledgor, represented by the
stock certificates listed opposite the name of such Pledgor on such
Schedule A (collectively, the "Pledged Shares").
Accordingly, the parties hereto agree as follows:"
2. acknowledges and agrees that all references in the Pledge Agreement to
the term "Guaranty Obligations" shall be deemed amended and replaced with the
term "Obligations";
3. acknowledges and confirms that (i) except as specifically amended
herein, all terms and provisions contained in the Pledge Agreement are, and
shall remain, in full force and effect in accordance with their respective terms
and (ii) the liens heretofore granted, pledged and/or assigned to the Pledgee in
the Pledged Collateral (as defined in the Pledge Agreement) shall not be
impaired, limited or affected in any manner whatsoever;
4. reaffirms and ratifies all the representations and covenants contained
in the Pledge Agreement; and
5. represents, warrants and confirms the non-existence of any offsets,
defenses, or counterclaims to their respective obligations under the Pledge
Agreement.
Except as expressly provided herein, the execution, delivery and
effectiveness of this agreement shall not operate as a waiver of any right,
power or remedy of the Pledgee, nor constitute a waiver of any provision of the
Pledge Agreement, the Credit Agreement, or any other Loan Document.
2
If you are in agreement with the foregoing, kindly executed this agreement
in the space provided for below.
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
COUNTRYWIDE HARDWARE, INC.
By:_____________________________
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
ACKNOWLEDGED AND AGREED
CITIBANK, N.A.
By: _______________________
Name:
Title:
4
EXHIBIT 2
AMENDMENT TO SECURITY AGREEMENTS
August 1, 2002
CITIBANK, N.A.
000 Xxxxxxxx Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Gentlemen:
Reference is hereby made to (a) those certain General Security Agreements,
each dated as of May 3, 2002, by and between Citibank, N.A.
(successor-in-interest to European American Bank) (the "Bank") and each of
Countrywide Hardware, Inc. ("Countrywide") and Nationwide Industries, Inc.
("Nationwide"), (b) those certain General Security Agreements, each dated as of
July 23, 1998, by and between the Bank and each of P&F Industries, Inc. ("P&F"),
Florida Pneumatic Manufacturing Corporation ("Florida Pneumatic") and Embassy
Industries, Inc. ("Embassy"), (c) that certain General Security Agreement, dated
as of September 16, 1998, by and between the Bank and Green Manufacturing, Inc.
("Green"; with Countrywide, Nationwide, P&F, Florida Pneumatic and Embassy,
collectively, the "Co-Borrowers"), and (d) the Credit Agreement, dated as of
July 23, 1998 (as same has been and may be further amended, restated,
supplemented or modified, the "Credit Agreement") by and the Bank and the
Co-Borrowers. Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Credit Agreement.
In connection with the foregoing and as a condition precedent to the
effectiveness of the Amendment No. 7 to Credit Agreement, dated as of the date
hereof (the "Amendment") by and among the Bank and the Co-Borrowers, each
Co-Borrower hereby:
1. acknowledges and agrees that paragraph 1(b) of each Security Agreement
is hereby amended and restated in its entirety to provide as follows:
(b) SECURITY FOR OBLIGATIONS. This Security Agreement secures the
payment of all now existing or hereafter arising obligations
of Debtor to Secured Party, whether primary or secondary,
direct or indirect, absolute or contingent, joint or several,
secured or unsecured, due or not, liquidated or unliquidated,
arising by operation of law or otherwise under the Credit
Agreement, dated as of July 23, 1998, by and among P&F
Industries, Inc., Florida Pneumatic Manufacturing
1
Corporation, Embassy Industries, Inc., Green Manufacturing,
Inc. ("Green"), Countrywide Hardware, Inc. and Nationwide
Industries, Hardware, Inc. and the Secured Party, (b) the
Foreign Exchange Line (as defined in said Credit Agreement)
and (c) the Letter of Credit, Reimbursement and Loan
Agreement, dated as of September 16, 1998, by and between
Green and the Secured Party, in each case as same may have
been and may be further modified, supplemented, restated or
amended from time to time (each an "Operative Document")
whether for principal, interest, fees, expenses or otherwise,
together with all costs of collection or enforcement,
including, without limitation, reasonable attorneys' fees
incurred in any collection efforts or in any action or
proceeding (all such obligations being the "Obligations")."
2. acknowledges and confirms that (i) except as specifically amended
herein, all terms and provisions contained in their respective Security
Agreement are, and shall remain, in full force and effect in accordance with
their respective terms and (ii) the liens heretofore granted, pledged and/or
assigned to the Bank in the Collateral (as defined in the Security Agreements),
shall not be impaired, limited or affected in any manner whatsoever;
3. reaffirms and ratifies all the representations and covenants contained
in their respective Security Agreement; and
4. represents, warrants and confirms the non-existence of any offsets,
defenses, or counterclaims to their respective obligations under the Security
Agreements.
Except as expressly provided herein, the execution, delivery and
effectiveness of this letter 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, any Security Agreement or any Loan Documents.
If you are in agreement with the foregoing, kindly execute this agreement
in the space provided for below.
[next page is signature page]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
COUNTRYWIDE HARDWARE, INC.
NATIONWIDE INDUSTRIES, INC.
P&F INDUSTRIES, INC.
FLORIDA PNEUMATIC MANUFACTURING CORPORATION
EMBASSY INDUSTRIES, INC.
GREEN MANUFACTURING, INC.
By:_____________________________
Name: Xxxxxx X. Xxxxxx, Xx.
Title: The Vice President of each of the
foregoing corporations
ACKNOWLEDGED AND AGREED
CITIBANK, N.A.
By: _______________________
Name:
Title:
3
EXHIBIT 3
ASSISTANT SECRETARY'S CERTIFICATE
I, Xxxxxxx X. Xxxxxxxx, the duly elected and acting Assistant Secretary of
Green Manufacturing, Inc., a Delaware corporation (the "Company"), do hereby
certify as follows:
1. Attached hereto as Exhibit A is a true, correct and complete copy of
the resolutions of the Company authorizing the transactions contemplated by
Amendment No. 7 to Credit Agreement among P&F Industries, Inc., Florida
Pneumatic Manufacturing Corporation, Embassy Industries, Inc., Green
Manufacturing, Inc., Countrywide Hardware, Inc., and Nationwide Hardware, Inc.
(collectively, the "Co-Borrowers") and Citibank, N.A. (successor-in-interest to
European American Bank) (the "Bank"). Such resolutions have not been amended,
modified, revoked or rescinded as of the date hereof, are in full force and
effect and are the only resolutions adopted by the Board of Directors of the
Company with respect to the subject matter thereof.
2. Neither the certificate of incorporation nor the By-laws of the Company
have been amended since July 23, 1998.
3. The undersigned officers of the Company are duly elected and qualified
officers of the Company and hold the respective positions set opposite their
names and the signatures set forth opposite their names are their genuine
signatures:
NAME TITLE SIGNATURE
Xxxxxx X. Xxxxxx, Xx. Vice President _____________________________
IN WITNESS WHEREOF, I have signed this Certificate as of the ___ day of
July, 2002.
---------------------------
Xxxxxxx X. Xxxxxxxx
THE UNDERSIGNED hereby confirms that Xxxxxxx X. Xxxxxxxx has been duly
elected, was duly qualified and on the date hereof is the Assistant Secretary of
the Company and that the signature above is his genuine signature.
---------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
4
EXHIBIT A
RESOLVED, that (i) the Company shall enter into an amendment (the
"Amendment") to the Credit Agreement (the "Credit Agreement), dated as of July
23, 1998, among P&F Industries, Inc., Florida Pneumatic Manufacturing
Corporation, Embassy Industries, Inc., Green Manufacturing, Inc., Countrywide
Hardware, Inc., and Nationwide Hardware, Inc. (collectively, the "Co-Borrowers")
and Citibank, N.A. (successor-in-interest to European American Bank) (the
"Bank"), substantially on the terms presented at the meeting, and (ii) any
officer or officers of the Company are hereby authorized to execute and deliver,
in the name and on behalf of the Corporation, the Amendment substantially upon
such terms, with such changes as the executing officer may approve, his
execution thereof to be conclusive evidence of such approval;
RESOLVED, that any officer or officers of the Corporation are hereby
authorized and directed to execute and deliver any replacement notes, including
the Amended and Restated Revolving Credit Note and the Amended and Restated Term
Note, certificates, instruments or documents and take any further actions, in
the name and on behalf of the corporation, as may be required or contemplated
under the Amendment or the Credit Agreement, or as such officer may otherwise
deem desirable in order to carry out the intent of the foregoing resolution.
5
ASSISTANT SECRETARY'S CERTIFICATE
I, Xxxxxx Xxxxxx, the duly elected and acting Assistant Secretary of P&F
Industries, Inc., a Delaware corporation (the "Company"), do hereby certify as
follows:
1. Attached hereto as Exhibit A is a true, correct and complete copy of
the resolutions of the Company authorizing the transactions contemplated by
Amendment No. 7 to Credit Agreement among P&F Industries, Inc., Florida
Pneumatic Manufacturing Corporation, Embassy Industries, Inc., Green
Manufacturing, Inc., Countrywide Hardware, Inc., and Nationwide Hardware, Inc.
(collectively, the "Co-Borrowers") and Citibank, N.A. (successor-in-interest to
European American Bank) (the "Bank"). Such resolutions have not been amended,
modified, revoked or rescinded as of the date hereof, are in full force and
effect and are the only resolutions adopted by the Board of Directors of the
Company with respect to the subject matter thereof.
2. Neither the certificate of incorporation nor the By-laws of the Company
have been amended since July 23, 1998.
3. The undersigned officer of the Company are duly elected and qualified
officers of the Company and hold the respective positions set opposite their
names and the signatures set forth opposite their names are their genuine
signatures:
NAME TITLE SIGNATURE
Xxxxxx X. Xxxxxx, Xx. Vice President _____________________________
IN WITNESS WHEREOF, I have signed this Certificate as of the ___ day of
July, 2002.
---------------------------
Xxxxxx Xxxxxx
THE UNDERSIGNED hereby confirms that Xxxxxx Xxxxxx has been duly elected,
was duly qualified and on the date hereof is the Assistant Secretary of the
Company and that the signature above is his genuine signature.
---------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
6
EXHIBIT A
RESOLVED, that (i) the Company shall enter into an amendment (the
"Amendment") to the Credit Agreement (the "Credit Agreement), dated as of July
23, 1998, among P&F Industries, Inc., Florida Pneumatic Manufacturing
Corporation, Embassy Industries, Inc., Green Manufacturing, Inc., Countrywide
Hardware, Inc., and Nationwide Hardware, Inc. (collectively, the "Co-Borrowers")
and Citibank, N.A. (successor-in-interest to European American Bank) (the
"Bank"), substantially on the terms presented at the meeting, and (ii) any
officer or officers of the Company are hereby authorized to execute and deliver,
in the name and on behalf of the Corporation, the Amendment substantially upon
such terms, with such changes as the executing officer may approve, his
execution thereof to be conclusive evidence of such approval;
RESOLVED, that any officer or officers of the Corporation are hereby
authorized and directed to execute and deliver any replacement notes, including
the Amended and Restated Revolving Credit Note and the Amended and Restated Term
Note, certificates, instruments or documents and take any further actions, in
the name and on behalf of the corporation, as may be required or contemplated
under the Amendment or the Credit Agreement, or as such officer may otherwise
deem desirable in order to carry out the intent of the foregoing resolution.
7
SECRETARY'S CERTIFICATE
I, Xxxxxxx X. Xxxxxx, the duly elected and acting Secretary of Florida
Pneumatic Manufacturing Corporation, a Florida corporation (the "Company"), do
hereby certify as follows:
1. Attached hereto as Exhibit A is a true, correct and complete copy of
the resolutions of the Company authorizing the transactions contemplated by
Amendment No. 7 to Credit Agreement among P&F Industries, Inc., Florida
Pneumatic Manufacturing Corporation, Embassy Industries, Inc., Green
Manufacturing, Inc., Countrywide Hardware, Inc., and Nationwide Hardware, Inc.
(collectively, the "Co-Borrowers") and Citibank, N.A. (successor-in-interest to
European American Bank) (the "Bank"). Such resolutions have not been amended,
modified, revoked or rescinded as of the date hereof, are in full force and
effect and are the only resolutions adopted by the Board of Directors of the
Company with respect to the subject matter thereof.
2. Neither the certificate of incorporation nor the By-laws of the Company
have been amended since July 23, 1998.
3. The undersigned officers of the Company are duly elected and qualified
officers of the Company and hold the respective positions set opposite their
names and the signatures set forth opposite their names are their genuine
signatures:
NAME TITLE SIGNATURE
Xxxxxx X. Xxxxxx, Xx. Vice President _____________________________
IN WITNESS WHEREOF, I have signed this Certificate as of the 28th day of
July, 1999.
---------------------------
Xxxxxxx X. Xxxxxx
THE UNDERSIGNED hereby confirms that Xxxxxxx X. Xxxxxx has been duly
elected, was duly qualified and on the date hereof is the Secretary of the
Company and that the signature above is his genuine signature.
---------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
8
EXHIBIT A
RESOLVED, that (i) the Company shall enter into an amendment (the
"Amendment") to the Credit Agreement (the "Credit Agreement), dated as of July
23, 1998, among P&F Industries, Inc., Florida Pneumatic Manufacturing
Corporation, Embassy Industries, Inc., Green Manufacturing, Inc., Countrywide
Hardware, Inc., and Nationwide Hardware, Inc. (collectively, the "Co-Borrowers")
and Citibank, N.A. (successor-in-interest to European American Bank) (the
"Bank"), substantially on the terms presented at the meeting, and (ii) any
officer or officers of the Company are hereby authorized to execute and deliver,
in the name and on behalf of the Corporation, the Amendment substantially upon
such terms, with such changes as the executing officer may approve, his
execution thereof to be conclusive evidence of such approval;
RESOLVED, that any officer or officers of the Corporation are hereby
authorized and directed to execute and deliver any replacement notes, including
the Amended and Restated Revolving Credit Note and the Amended and Restated Term
Note, certificates, instruments or documents and take any further actions, in
the name and on behalf of the corporation, as may be required or contemplated
under the Amendment or the Credit Agreement, or as such officer may otherwise
deem desirable in order to carry out the intent of the foregoing resolution.
9
SECRETARY'S CERTIFICATE
I, Xxxxxx Xxxxx, the duly elected and acting Secretary of Embassy
Industries, Inc., a New York corporation (the "Company"), do hereby certify as
follows:
1. Attached hereto as Exhibit A is a true, correct and complete copy of
the resolutions of the Company authorizing the transactions contemplated by
Amendment No. 7 to Credit Agreement among P&F Industries, Inc., Florida
Pneumatic Manufacturing Corporation, Embassy Industries, Inc., Green
Manufacturing, Inc., Countrywide Hardware, Inc., and Nationwide Hardware, Inc.
(collectively, the "Co-Borrowers") and Citibank, N.A. (successor-in-interest to
European American Bank) (the "Bank"). Such resolutions have not been amended,
modified, revoked or rescinded as of the date hereof, are in full force and
effect and are the only resolutions adopted by the Board of Directors of the
Company with respect to the subject matter thereof.
2. Neither the certificate of incorporation nor the By-laws of the Company
have been amended since July 23, 1998.
3. The undersigned officers of the Company are duly elected and qualified
officers of the Company and hold the respective positions set opposite their
names and the signatures set forth opposite their names are their genuine
signatures:
NAME TITLE SIGNATURE
Xxxxxx X. Xxxxxx, Xx. Vice President _____________________________
IN WITNESS WHEREOF, I have signed this Certificate as of the ____ day of
July, 2002.
---------------------------
Xxxxxx Xxxxx
THE UNDERSIGNED hereby confirms that Xxxxxx Xxxxx has been duly elected,
was duly qualified and on the date hereof is the Secretary of the Company and
that the signature above is his genuine signature.
---------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
10
EXHIBIT A
RESOLVED, that (i) the Company shall enter into an amendment (the
"Amendment") to the Credit Agreement (the "Credit Agreement), dated as of July
23, 1998, among P&F Industries, Inc., Florida Pneumatic Manufacturing
Corporation, Embassy Industries, Inc., Green Manufacturing, Inc., Countrywide
Hardware, Inc., and Nationwide Hardware, Inc. (collectively, the "Co-Borrowers")
and Citibank, N.A. (successor-in-interest to European American Bank) (the
"Bank"), substantially on the terms presented at the meeting, and (ii) any
officer or officers of the Company are hereby authorized to execute and deliver,
in the name and on behalf of the Corporation, the Amendment substantially upon
such terms, with such changes as the executing officer may approve, his
execution thereof to be conclusive evidence of such approval;
RESOLVED, that any officer or officers of the Corporation are hereby
authorized and directed to execute and deliver any replacement notes, including
the Amended and Restated Revolving Credit Note and the Amended and Restated Term
Note, certificates, instruments or documents and take any further actions, in
the name and on behalf of the corporation, as may be required or contemplated
under the Amendment or the Credit Agreement, or as such officer may otherwise
deem desirable in order to carry out the intent of the foregoing resolution.
11
SECRETARY'S CERTIFICATE
I, Xxxxxxx X. Xxxxxxxx, the duly elected and acting Secretary of
Countrywide Hardware, Inc., a Delaware corporation (the "Company"), do hereby
certify as follows:
1. Attached hereto as Exhibit A is a true, correct and complete copy of
the resolutions of the Company authorizing the transactions contemplated by
Amendment No. 7 to Credit Agreement among P&F Industries, Inc., Florida
Pneumatic Manufacturing Corporation, Embassy Industries, Inc., Green
Manufacturing, Inc., Countrywide Hardware, Inc., and Nationwide Hardware, Inc.
(collectively, the "Co-Borrowers") and Citibank, N.A. (successor-in-interest to
European American Bank) (the "Bank"). Such resolutions have not been amended,
modified, revoked or rescinded as of the date hereof, are in full force and
effect and are the only resolutions adopted by the Board of Directors of the
Company with respect to the subject matter thereof.
2. Neither the certificate of incorporation nor the By-laws of the Company
have been amended since May 3, 2002.
3. The undersigned officers of the Company are duly elected and qualified
officers of the Company and hold the respective positions set opposite their
names and the signatures set forth opposite their names are their genuine
signatures:
NAME TITLE SIGNATURE
Xxxxxx X. Xxxxxx, Xx. Vice President _____________________________
IN WITNESS WHEREOF, I have signed this Certificate as of the ___ day of
July, 2002.
---------------------------
Xxxxxxx X. Xxxxxxxx
THE UNDERSIGNED hereby confirms that Xxxxxxx X. Xxxxxxxx has been duly
elected, was duly qualified and on the date hereof is the Secretary of the
Company and that the signature above is his genuine signature.
---------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
12
EXHIBIT A
RESOLVED, that (i) the Company shall enter into an amendment (the
"Amendment") to the Credit Agreement (the "Credit Agreement), dated as of July
23, 1998, among P&F Industries, Inc., Florida Pneumatic Manufacturing
Corporation, Embassy Industries, Inc., Green Manufacturing, Inc., Countrywide
Hardware, Inc., and Nationwide Hardware, Inc. (collectively, the "Co-Borrowers")
and Citibank, N.A. (successor-in-interest to European American Bank) (the
"Bank"), substantially on the terms presented at the meeting, and (ii) any
officer or officers of the Company are hereby authorized to execute and deliver,
in the name and on behalf of the Corporation, the Amendment substantially upon
such terms, with such changes as the executing officer may approve, his
execution thereof to be conclusive evidence of such approval;
RESOLVED, that the Company borrow money and obtain credit and other
financial accommodations for or on behalf of the Company at any time, and from
time to time, from the Bank pursuant to the Credit Agreement;
RESOLVED, that any officer or officers of the Corporation are hereby
authorized and directed to execute and deliver any replacement notes, including
the Amended and Restated Revolving Credit Note and the Amended and Restated Term
Note, certificates, instruments or documents and take any further actions, in
the name and on behalf of the corporation, as may be required or contemplated
under the Amendment or the Credit Agreement, or as such officer may otherwise
deem desirable in order to carry out the intent of the foregoing resolution.
13
SECRETARY'S CERTIFICATE
I, Xxxxxxx X. Xxxxxxxx, the duly elected and acting Secretary of
Nationwide Industries, Inc., a Florida corporation (the "Company"), do hereby
certify as follows:
1. Attached hereto as Exhibit A is a true, correct and complete copy of
the resolutions of the Company authorizing the transactions contemplated by
Amendment No. 7 to Credit Agreement among P&F Industries, Inc., Florida
Pneumatic Manufacturing Corporation, Embassy Industries, Inc., Green
Manufacturing, Inc., Countrywide Hardware, Inc., and Nationwide Hardware, Inc.
(collectively, the "Co-Borrowers") and Citibank, N.A. (successor-in-interest to
European American Bank) (the "Bank"). Such resolutions have not been amended,
modified, revoked or rescinded as of the date hereof, are in full force and
effect and are the only resolutions adopted by the Board of Directors of the
Company with respect to the subject matter thereof.
2. Neither the certificate of incorporation nor the By-laws of the Company
have been amended since May 3, 2002.
3. The undersigned officers of the Company are duly elected and qualified
officers of the Company and hold the respective positions set opposite their
names and the signatures set forth opposite their names are their genuine
signatures:
NAME TITLE SIGNATURE
Xxxxxx X. Xxxxxx, Xx. Vice President _____________________________
IN WITNESS WHEREOF, I have signed this Certificate as of the ___ day of
July, 2002.
---------------------------
Xxxxxxx X. Xxxxxxxx
THE UNDERSIGNED hereby confirms that Xxxxxxx X. Xxxxxxxx has been duly
elected, was duly qualified and on the date hereof is the Secretary of the
Company and that the signature above is his genuine signature.
---------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
14
EXHIBIT A
RESOLVED, that (i) the Company shall enter into an amendment (the
"Amendment") to the Credit Agreement (the "Credit Agreement), dated as of July
23, 1998, among P&F Industries, Inc., Florida Pneumatic Manufacturing
Corporation, Embassy Industries, Inc., Green Manufacturing, Inc., Countrywide
Hardware, Inc., and Nationwide Hardware, Inc. (collectively, the "Co-Borrowers")
and Citibank, N.A. (successor-in-interest to European American Bank) (the
"Bank"), substantially on the terms presented at the meeting, and (ii) any
officer or officers of the Company are hereby authorized to execute and deliver,
in the name and on behalf of the Corporation, the Amendment substantially upon
such terms, with such changes as the executing officer may approve, his
execution thereof to be conclusive evidence of such approval;
RESOLVED, that the Company borrow money and obtain credit and other
financial accommodations for or on behalf of the Company at any time, and from
time to time, from the Bank pursuant to the Credit Agreement;
RESOLVED, that any officer or officers of the Corporation are hereby
authorized and directed to execute and deliver any replacement notes, including
the Amended and Restated Revolving Credit Note and the Amended and Restated Term
Note, certificates, instruments or documents and take any further actions, in
the name and on behalf of the corporation, as may be required or contemplated
under the Amendment or the Credit Agreement, or as such officer may otherwise
deem desirable in order to carry out the intent of the foregoing resolution.
