P&f Industries Inc Sample Contracts

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Asset Purchase Agreement • September 30th, 1998 • P&f Industries Inc • Metalworkg machinery & equipment • Ohio
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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • April 9th, 1999 • P&f Industries Inc • Metalworkg machinery & equipment • New York
AMENDMENT NO. 7 TO CREDIT AGREEMENT
Credit Agreement • August 14th, 2002 • P&f Industries Inc • Metalworkg machinery & equipment • New York
AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • August 13th, 2001 • P&f Industries Inc • Metalworkg machinery & equipment • New York
WITNESSETH
Consulting Agreement • April 9th, 1999 • P&f Industries Inc • Metalworkg machinery & equipment • New York
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Rights Agreement • August 19th, 2004 • P&f Industries Inc • Metalworkg machinery & equipment • Delaware
P & F INDUSTRIES, INC.
Credit Agreement • August 14th, 2002 • P&f Industries Inc • Metalworkg machinery & equipment • New York
P & F INDUSTRIES, INC. EXHIBIT 10.3 CONSULTING AGREEMENT
Consulting Agreement • November 13th, 2000 • P&f Industries Inc • Metalworkg machinery & equipment • New York
AMENDMENT NO. 11 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 28th, 2023 • P&f Industries Inc • Metalworkg machinery & equipment • New York

This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 5, 2017 (this “Agreement”), among 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 together with P&F and Florida Pneumatic, collectively, the “Borrowers” and each, a “Borrower”), JIFFY AIR TOOL, INC., a Delaware corporation (“Jiffy”), ATSCO HOLDINGS CORPORATION, a Delaware corporation (“ATSCO”), BONANZA PROPERTIES CORP, a Delaware corporation (“Properties”), CONTINENTAL TOOL GROUP, INC., a Delaware corporation (“Continental”), COUNTRYWIDE HARDWARE, INC., a Delaware corporation (“Countrywide”), EMBASSY INDUSTRIES, INC., a New York corporation (“Embassy”), EXHAUST TECHNOLOGIES, INC., a Delaware corporation, (“Exhaust”), HY-TECH ILLINOIS, INC., a Delaware corporation (“HT-Illinois”), HEISMAN ACQUISITION CORP., a Delaware corporation (“Heisman”, and togeth

AGREEMENT AND PLAN OF MERGER by and among TOOLS ACQUISITIONCO, LLC, TOOLS MERGERSUB, INC. and P&F Industries, Inc. Dated as of October 13, 2023
Agreement and Plan of Merger • October 13th, 2023 • P&f Industries Inc • Metalworkg machinery & equipment • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2023 (this “Agreement”), is made by and among Tools AcquisitionCo, LLC, a Delaware limited liability company (“Parent”), Tools MergerSub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), and P&F Industries, Inc., a Delaware corporation (the “Company”).

EXHIBIT 10.1 ------------
Employment Agreement • August 13th, 2001 • P&f Industries Inc • Metalworkg machinery & equipment • New York
SECURITY AGREEMENT
Security Agreement • April 27th, 2010 • P&f Industries Inc • Metalworkg machinery & equipment • New York

This Security Agreement (the “Security Agreement”), dated as of April 23, 2010, is by and between Countrywide Hardware, Inc., a Delaware corporation (the “Debtor”), and Marc Schorr together with his heirs, administrators, successors and assigns (“Schorr”) and Richard A. Horowitz, together with his heirs, administrators, successors and assigns (“Horowitz” and together with Schorr, each a “Secured Party” and collectively, the “Secured Parties”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 16th, 2021 • P&f Industries Inc • Metalworkg machinery & equipment • New York

This Executive Employment Agreement (“Agreement”), effective as of January 1, 2022 (the “Effective Date”), by and between P&F INDUSTRIES, INC., a Delaware corporation (the “Company”), and RICHARD A. HOROWITZ (the “Executive”).

AMENDMENT NO. 8 TO CREDIT AGREEMENT
Credit Agreement • November 13th, 2002 • P&f Industries Inc • Metalworkg machinery & equipment • New York
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH WM COFFMAN LLC (BORROWER) JUNE 8, 2009
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”).

SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination 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).

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October 13, 2023 The Board of Directors of P&F Industries, Inc.
Voting Agreement • October 13th, 2023 • P&f Industries Inc • Metalworkg machinery & equipment
VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • October 13th, 2023 • P&f Industries Inc • Metalworkg machinery & equipment • Delaware

THIS VOTING AND SUPPORT AGREEMENT, dated as October 13, 2023 (this “Agreement”), is entered into by and between Tools AcquisitionCo, LLC, a Delaware limited liability company (“Parent”), and Richard A Horowitz (collectively, the “Stockholder”).

Contract
And Intercreditor Agreement • 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.

CONTRACT OF SALE EMBASSY INDUSTRIES INC. Seller - with - TELL REALTY LLC Purchaser
Contract of Sale • February 27th, 2007 • P&f Industries Inc • Metalworkg machinery & equipment • New York

CONTRACT dated as of February 27, 2007, by and between EMBASSY INDUSTRIES, INC., a New York Corporation, having its principal office at 445 Broad Hollow Road, Suite 100, Melville, New York, 11747 (the, “Seller”), and TELL REALTY LLC, a New York limited liability company, having its principal office at 58-51 Maspeth Avenue, Maspeth, New York, 11378, (“Purchaser”).

ADDITIONAL TERM LOAN NOTE
P&f Industries Inc • March 31st, 2009 • Metalworkg machinery & equipment

This Note is one of the “Additional 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 Additional 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.

SECOND AMENDED AND RESTATED TERM LOAN NOTE
P&f Industries Inc • February 21st, 2007 • 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.

AMENDMENT NO. 14 TO CREDIT AGREEMENT
Credit Agreement • December 1st, 2008 • P&f Industries Inc • Metalworkg machinery & equipment • New York

THIS AMENDMENT NO. 14 dated as of November 26, 2008 (the “Amendment”) 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 Continental, the “Co-B

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 12th, 2005 • P&f Industries Inc • Metalworkg machinery & equipment • New York

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of this 11th of October, 2005 by and among Embassy Industries, Inc., a New York corporation with principal offices at 300 Smith Street, Farmingdale, New York 11735 (the “Seller” or “Embassy”), P&F Industries, Inc., a Delaware corporation with principal offices at 300 Smith Street, Farmingdale, New York 11735 (the “Parent”), Embassy Manufacturing, Inc., a Delaware corporation with principal offices at 260 North Elm Street, Westfield, MA 01085 (the “Purchaser”), and Mestek, Inc., a Pennsylvania corporation, with principal offices at 260 North Elm Street, Westfield, MA 01085 (the “Purchaser Parent”).

ASSET PURCHASE AGREEMENT among BLAZ-MAN GEAR, INC. and EDWARD BLASZYNSKI and DAVINCI PURCHASE CORP. dated as of October 25, 2019
Asset Purchase Agreement • October 31st, 2019 • P&f Industries Inc • Metalworkg machinery & equipment • Delaware

ASSET PURCHASE AGREEMENT, dated as of October 25, 2019 (this “Agreement”), by and among BLAZ-MAN GEAR, INC., an Illinois corporation (“Seller”), EDWARD BLASZYNSKI (“Stockholder”) and DAVINCI PURCHASE CORP., a Delaware corporation (“Buyer”).

NEW TERM LOAN NOTE
P&f Industries Inc • February 21st, 2007 • 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.

PURCHASE AGREEMENT
Purchase Agreement • February 17th, 2016 • P&f Industries Inc • Metalworkg machinery & equipment • Delaware

This PURCHASE AGREEMENT (this "Agreement") is made and entered into as of February 11, 2016 by and between P&F Industries Inc., a Delaware corporation (the "Company"), and Christopher J. Kliefoth, an individual ("Seller").

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 17th, 2002 • P&f Industries Inc • Metalworkg machinery & equipment • Florida
SECOND Amended and restated CAPEX LOAN NOTE
P&f Industries Inc • April 11th, 2017 • 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

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