SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • October 29th, 2010 • P&f Industries Inc • Metalworkg machinery & equipment • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of October 25, 2010, by and between MARC SCHORR, an individual resident of Las Vegas, Nevada (“Subordinated Creditor”), and CAPITAL ONE LEVERAGE FINANCE CORPORATION, as Senior Agent (as hereinafter defined) for all Senior Lenders (as hereinafter defined) party to the Senior Loan Agreement (as hereinafter defined).
ContractSecured Subordinated Promissory Note • October 29th, 2010 • P&f Industries Inc • Metalworkg machinery & equipment • New York
THIS INSTRUMENT IS SUBJECT TO THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 25, 2010, BETWEEN RICHARD A. HOROWITZ, AS THE SUBORDINATED CREDITOR, AND CAPITAL ONE LEVERAGE FINANCE CORPORATION, AS SENIOR AGENT FOR ALL SENIOR LENDERS.
P&F INDUSTRIES, INC., FLORIDA PNEUMATIC MANAFUACTURING CORPORATION, HY-TECH MACHINE, INC., and NATIONWIDE INDUSTRIES, INC., as Borrowers,Loan and Security Agreement • October 29th, 2010 • P&f Industries Inc • Metalworkg machinery & equipment • New York
This LOAN AND SECURITY AGREEMENT is dated as of October 25, 2010 (this “Agreement”), among P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANAFUACTURING CORPORATION, a Florida corporation (“Florida Pneumatic”), HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”), and NATIONWIDE INDUSTRIES, INC., a Florida corporation (“Nationwide”, and together with P&F, Florida Pneumatic and Hy-Tech, collectively, “Borrowers” and each, a “Borrower”), CONTINENTAL TOOL GROUP, INC., a Delaware corporation (“Continental”), COUNTRYWIDE HARDWARE, INC., a Delaware corporation (“Countrywide”), EMBASSY INDUSTRIES, INC., a New York corporation (“Embassy”), GREEN MANUFACTURING, INC., a Delaware corporation (“Green”), PACIFIC STAIR PRODUCTS, INC., a Delaware corporation (“Pacific”), WILP HOLDINGS, INC., a Delaware corporation (“WILP”), and WOODMARK INTERNATIONAL, L.P., a Delaware limited partnership (“Woodmark”, and together with Continental, Countrywide, Embassy, Green, Pacific and
TERM LOAN NOTETerm Loan Note • October 29th, 2010 • P&f Industries Inc • Metalworkg machinery & equipment
P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANUFACTURING CORPORATION, a Florida corporation (“Florida Pneumatic”), HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”), and NATIONWIDE INDUSTRIES, INC., a Florida corporation (“Nationwide”, and together with P&F, Florida Pneumatic and Hy-Tech, collectively, “Borrowers” and each, a “Borrower”), for value received, hereby unconditionally promise to pay, on a joint and several basis, to the order of CAPITAL ONE LEVERAGE FINANCE CORPORATION (“Lender”), the principal sum of SIX MILLION NINETY THOUSAND DOLLARS ($6,090,000.00), or such lesser amount as may be advanced by Lender as a Term Loan under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Loan and Security Agreement dated as of October 25, 2010, among Borrowers, the Guarantors from time to time party thereto, Capital One Leverage Finance Corporation, as Agent, Lender, and
REVOLVER NOTERevolver Note • October 29th, 2010 • P&f Industries Inc • Metalworkg machinery & equipment
P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANUFACTURING CORPORATION, a Florida corporation (“Florida Pneumatic”), HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”), and NATIONWIDE INDUSTRIES, INC., a Florida corporation (“Nationwide”, and together with P&F, Florida Pneumatic and Hy-Tech, collectively, “Borrowers” and each, a “Borrower”), for value received, hereby unconditionally promise to pay, on a joint and several basis, to the order of CAPITAL ONE LEVERAGE FINANCE CORPORATION (“Lender”), the principal sum of FIFTEEN MILLION NINE HUNDRED TEN THOUSAND DOLLARS ($15,910,000.00), or such lesser amount as may be advanced by Lender as Revolver Loans and owing as LC Obligations from time to time under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Loan and Security Agreement dated as of October 25, 2010, among Borrowers, the Guarantors from time to time party thereto,
ContractSubordinated Promissory Note • October 29th, 2010 • P&f Industries Inc • Metalworkg machinery & equipment • New York
THIS INSTRUMENT IS SUBJECT TO THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 25, 2010, BETWEEN HY-TECH HOLDINGS, INC., A DELAWARE CORPORATION, AS THE SUBORDINATED CREDITOR, AND CAPITAL ONE LEVERAGE FINANCE CORPORATION, AS SENIOR AGENT FOR ALL SENIOR LENDERS.
