REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH WM COFFMAN LLC (BORROWER) JUNE 8, 2009Revolving Credit, Term Loan and Security Agreement • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment • North Carolina
Revolving Credit, the Term Loan and Security Agreement dated as of June 8, 2009 among WM COFFMAN LLC, a limited liability company formed under the laws of the State of Delaware (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
REIMBURSEMENT AGREEMENT DATED AS OF June 8, 2009 By and Between WM COFFMAN LLC and RICHARD HOROWITZReimbursement Agreement • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment • New York
THIS AGREEMENT is made as of the 8th day of June, 2009 by and between WM COFFMAN LLC, a limited liability company organized and existing under the laws of the State of Delaware having its principal office at 445 Broadhollow Road, Melville, New York 11747 (the Borrower”) and RICHARD HOROWITZ, an individual residing at 90 Wheatley Road, Old Westbury, New York 11568 (the “Principal”).
ContractAsset Purchase Agreement • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment • New York
ASSET PURCHASE AGREEMENT, dated as of June 8, 2009 (the “Agreement”), by and between COFFMAN STAIRS, LLC, a Delaware limited liability company (“Seller”) and WM COFFMAN LLC, a Delaware limited liability company (“Purchaser”).
REVOLVING CREDIT NOTERevolving Credit Note • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment
This Revolving Credit Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of June 8, 2009 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among the undersigned, as Borrower, the various financial institutions named therein or which hereafter become a party thereto (each individually a “Lender” and collectively, “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement.
LEASE AGREEMENT BY AND BETWEEN AGNL COFFMAN, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY AS LANDLORD AND COFFMAN STAIRS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND VISADOR HOLDING CORPORATION, A DELAWARE CORPORATION, JOINTLY AND SEVERALLY, AS TENANTLease Agreement • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment • New York
LEASE AGREEMENT (as amended, supplemented or modified, this “Lease”), made as of this 30th day of March, 2007, between AGNL COFFMAN, L.L.C., a Delaware limited liability company (together with its successors and assigns “Landlord”), with an address at c/o Angelo, Gordon & Co., L.P., 245 Park Avenue, 26th Floor New York, New York 10167-0094, and COFFMAN STAIRS, LLC, a Delaware limited liability company, and VISADOR HOLDING CORPORATION, a Delaware corporation, jointly and severally (together with their respective successors and permitted assigns, “Tenant”) with an address at 1000 Industrial Road, Marion, VA 24354.
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENTAssignment and Assumption of Lease Agreement • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment • New York
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “Assignment”) is made and entered into as of June 8, 2009 by and among COFFMAN STAIRS, LLC, a Delaware limited liability company ( “Assignor”) and WM COFFMAN LLC, a Delaware limited liability company (“Assignee”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) dated as of June 8, 2009, is made by AGNL COFFMAN, L.L.C., a Delaware limited liability company (“Landlord”) and WM COFFMAN LLC, a Delaware limited liability company (together with its successors and permitted assigns (“WM Coffman”).
TERM NOTETerm Note • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment
This Term Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of June 8, 2009 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among the undersigned, as Borrower, the various financial institutions named therein or which hereafter become a party thereto (each individually a “Lender” and collectively, “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement.
WM Coffman LLC Management Agreement June 8, 2009Management Agreement • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment • New York
AMENDMENT NO. 19 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • June 16th, 2009 • P&f Industries Inc • Metalworkg machinery & equipment • New York
THIS AMENDMENT NO. 19 AND WAIVER, dated as of June 10, 2009 (the “Amendment and Waiver”) to the Credit Agreement, dated as of June 30, 2004, 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 Con
