SECOND AMENDED AND RESTATED TERM LOAN NOTETerm Loan Note • February 21st, 2007 • P&f Industries Inc • Metalworkg machinery & equipment
This Note is one of the “Term Loan Notes” referred to in the Credit Agreement, dated as of June 30, 2004, by and among the Co-Borrowers, Citibank, N.A., as Administrative Agent, and the Lenders (including the Lender) as are, or may from time to time become, parties thereto (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 Term Loan 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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 21st, 2007 • P&f Industries Inc • Metalworkg machinery & equipment • Pennsylvania
ASSET PURCHASE AGREEMENT, dated as of February 12, 2007 (the “Agreement”), by and among HY-TECH MACHINE, INC. a Pennsylvania corporation (“Hy-Tech”); QUALITY GEAR & MACHINE, INC., a Pennsylvania corporation (“Quality); HTM ASSOCIATES, a Pennsylvania general partnership (“HTM”); Robert H. Ober, Elizabeth Smail, James J. Browne, Daniel Berg and James Hohman (each, a “Shareholder”; and collectively, the “Shareholders”); and HY-TECH MACHINE, INC., a Delaware corporation (“Purchaser”). Hy-Tech and Quality are referred to herein individually as a “Seller” and collectively as “Sellers”.
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • February 21st, 2007 • P&f Industries Inc • Metalworkg machinery & equipment • New York
THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT, is entered into as of February 12, 2007 (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”), WILP HOLDINGS, INC., a Delaware corporation (“WILP”), CONTINENTAL TOOL GROUP, INC., a Delaware corporation (“Continental”) and HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”; and collectively with P&F, Florida Pneumatic, Embassy, Green, Countrywide, Nationwide, Woodmark, Pacific, WILP and Continental, the “Co-Borrowers”), CITIBANK,
NEW TERM LOAN NOTETerm Loan Note • February 21st, 2007 • P&f Industries Inc • Metalworkg machinery & equipment
This Note is one of the “New Term Loan Notes” referred to in the Credit Agreement, dated as of June 30, 2004, by and among the Co-Borrowers, Citibank, N.A., as Administrative Agent, and the Lenders (including the Lender) as are, or may from time to time become, parties thereto (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 New Term Loan 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.
NEW TERM LOAN NOTENew Term Loan Note • February 21st, 2007 • P&f Industries Inc • Metalworkg machinery & equipment
This Note is one of the “New Term Loan Notes” referred to in the Credit Agreement, dated as of June 30, 2004, by and among the Co-Borrowers, Citibank, N.A., as Administrative Agent, and the Lenders (including the Lender) as are, or may from time to time become, parties thereto (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 New Term Loan 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.
AGREEMENT OF SALE between HTM ASSOCIATES as Seller and HY-TECH MACHINE, INC. as Buyer DATED: February 12, 2007Agreement of Sale • February 21st, 2007 • P&f Industries Inc • Metalworkg machinery & equipment • Pennsylvania
THIS AGREEMENT OF SALE (this “Agreement”) is made this 12th day of February, 2007, by and between HTM ASSOCIATES, a Pennsylvania general partnership, with an address at 25 Leonberg Road, Cranberry Township, Pennsylvania 16066 (“Seller”), and HY-TECH MACHINE, INC., a Delaware corporation, having an address c/o P & F Industries, Inc., 445 Broadhollow Road, Suite 100, Melville, New York 11747 (“Buyer”).
