P & F INDUSTRIES, INC.
EXHIBIT 4.7
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AMENDMENT NO. 4
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 4 is entered into as of June 25, 2001 (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 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 and may be further amended, restated,
supplemented or modified, from time to time, the "Credit Agreement"), pursuant
to which the Bank provides the Co-Borrowers with certain financial
accommodations.
The Co-Borrowers have requested that the Bank extend the Revolving
Credit Termination Date through July 26, 2002, 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.
AMENDMENT TO CREDIT AGREEMENT.
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Section 1. The definition of the term "Revolving Credit Termination
Date" in Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to provide as follows:
"Revolving Credit Termination Date" shall mean the earlier of (i)
July 26, 2002 or (ii) the date on which the Revolving Credit
Commitment shall have been terminated hereunder.
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ARTICLE II.
CONDITIONS OF EFFECTIVENESS
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Section 2.1. This Amendment shall become effective as of the date
hereof upon receipt by the Bank of each of this Amendment, duly executed by each
Co-Borrower.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES; EFFECT ON CREDIT AGREEMENT.
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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 and the other Loan Documents 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.
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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 agreement executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.
c. 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.
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ARTICLE IV.
MISCELLANEOUS.
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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.
Section 4.4. Each of the Loan Documents continues to be in full force
and effect in accordance with their respective terms, and the liens heretofore
granted pledged and/or assigned to the Bank as security for the Co-Borrowers'
obligations with respect to each Security Agreement, Pledge Agreement and Credit
Agreement shall not be impaired, limited or affected in any manner whatsoever by
reason of this Amendment.
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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:
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Xxxxxx X. Xxxxxx, Vice President
FLORIDA PNEUMATIC
MANUFACTURING CORPORATION
By:
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Xxxxxx X. Xxxxxx, Vice President
EMBASSY INDUSTRIES, INC.
By:
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Xxxxxx X. Xxxxxx, Vice President
GREEN MANUFACTURING, INC.
By:
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Xxxxxx X. Xxxxxx, Vice President
EUROPEAN AMERICAN BANK
By:
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Xxxxxxx Xxxxx, Vice President
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