0001144204-17-019989 Sample Contracts

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SECOND Amended and restated CAPEX LOAN NOTE
Capex Loan Note • April 11th, 2017 • P&f Industries Inc • Metalworkg machinery & equipment

P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANAFUACTURING CORPORATION, a Florida corporation (“Florida Pneumatic”) and HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”, and together with P&F and Florida Pneumatic 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, NATIONAL ASSOCIATION (“Lender”), the principal sum of ONE MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($1,600,000.00), or such lesser amount as may be advanced by Lender as a Capex Loan under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Second Amended and Restated Loan and Security Agreement dated as of April 5, 2017, among Borrowers, the Guarantors from time to time party thereto, Capital One, National Association, as Agent, Lender, and certain other financial institutions, as such agr

THIRD Amended and restated REVOLVER NOTE
Revolver Note • April 11th, 2017 • P&f Industries Inc • Metalworkg machinery & equipment

P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANAFUACTURING CORPORATION, a Florida corporation (“Florida Pneumatic”) and HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”, and together with P&F and Florida Pneumatic 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, NATIONAL ASSOCIATION (“Lender”), the principal sum of SIXTEEN MILLION AND NO/100 DOLLARS ($16,000,000.00), 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 Second Amended and Restated Loan and Security Agreement dated as of April 5, 2017, among Borrowers, the Guarantors from time to time party thereto, Capital One, National Association, as Agent, Lender and certain other fina

amended and restated tranche a TERM LOAN NOTE
Tranche a Term Loan Note • April 11th, 2017 • P&f Industries Inc • Metalworkg machinery & equipment

P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANAFUACTURING CORPORATION, a Florida corporation (“Florida Pneumatic”) and HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”, and together with P&F and Florida Pneumatic 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, NATIONAL ASSOCIATION (“Lender”), the principal sum of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00), or such lesser amount as may be advanced by Lender as a Tranche 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 Second Amended and Restated Loan and Security Agreement dated as of April 5, 2017, among Borrowers, the Guarantors from time to time party thereto, Capital One, National Association, as Agent, Lender, and certain other financial institutions, as such agreemen

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 11th, 2017 • P&f Industries Inc • Metalworkg machinery & equipment • Nevada

ASSET PURCHASE AGREEMENT, dated as of April 5, 2017 (this “Agreement”), by and among JIFFY AIR TOOL, INC., a Nevada corporation (“Seller”), THE JACK E. PETTIT JR. — 1996 TRUST, the sole Stockholder of Seller (the “Stockholder”), JACK E. PETTIT, the sole beneficiary of the Stockholder (“J. Pettit”) and BONANZA HOLDINGS CORP., a Delaware corporation (“Buyer”).

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