0001104659-06-021386 Sample Contracts

P&F INDUSTRIES, INC. AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • March 31st, 2006 • P&f Industries Inc • Metalworkg machinery & equipment • New York

THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT, is entered into as of February 13, 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

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P&F INDUSTRIES, INC. FIRST AMENDMENT TO CONTRACT OF SALE
Contract of Sale • March 31st, 2006 • P&f Industries Inc • Metalworkg machinery & equipment

WHEREAS, Seller and Purchaser entered into a Contract of Sale dated as of January 13, 2006 (the “Contract”) wherein and whereby Seller has agreed to sell and Purchaser has agreed to purchase the premises located at 300 Smith Street, Farmingdale, New York (the “Premises”); and

P&F INDUSTRIES, INC. AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • March 31st, 2006 • P&f Industries Inc • Metalworkg machinery & equipment • New York

THIS AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT, is entered into as of December 27, 2005 (the “Amendment and Waiver”), 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.

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