AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT
NO. 5
TO
THIS
AMENDMENT NO. 5 TO CREDIT AGREEMENT, is entered into as of June 29,
2006 (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”), Woodmark International, L.P., a
Delaware limited partnership (“Woodmark”), PACIFIC STAIR PRODUCTS,
INC., a Delaware corporation (“Pacific”) and WILP HOLDINGS,
INC., a Delaware corporation (“WILP”; and collectively with P&F,
Florida Pneumatic, Embassy, Green, Countrywide, Nationwide, Woodmark and
Pacific, 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, the “Credit Agreement”), pursuant
to which the Lenders provide the Co-Borrowers with certain financial
accommodations. Capitalized terms used herein and not defined herein shall
have the meanings given to them in the Credit Agreement.
The
Co-Borrowers have requested, and the Administrative Agent and the Lenders have
agreed, subject to the terms and conditions of this Amendment, to extend the
Revolving Credit Commitment Termination Date.
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 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 August 31, 2006.
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.
ARTICLE
III.
Representations
and Warranties; Effect on Credit Agreement.
Section
3.1. Each Co-Borrower hereby represents and warrants as
follows:
1
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.
e.
All corporate and limited partnership
action of each Co-Borrower appropriate and necessary, including, if necessary,
resolutions of the Board of Directors of each of P&F, Florida Pneumatic,
Embassy, Green, Countrywide, Nationwide, Pacific and WILP and resolutions of
the
general partner of Woodmark, to authorize the execution, delivery and
performance of this Amendment, has been taken.
Section
3.2. Effect on Credit Agreement and Loan
Documents.
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.
d.
The other Loan Documents and all agreements, instruments and documents executed
and delivered in connection with the Credit Agreement and any other Loan
Documents shall each be deemed to be amended and supplemented hereby to the
extent necessary, if any, to give effect to the provisions of this
Amendment.
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.
2
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
PACIFIC
STAIR PRODUCTS, INC.
WILP
HOLDINGS, INC.
By:
/s/ Xxxxxx X. Xxxxxx, Xx.
Xxxxxx
X.
Xxxxxx, Xx., the President of Green
Manufacturing,
Inc. and the Vice President of
each
of
the other corporations named above
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, VP
Name:
Xxxxxxx
Xxxxxxx
Title:
Vice
President
