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EXHIBIT 4.11
P & F INDUSTRIES, INC.
AMENDMENT NO. 8
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT, is entered into as of August 13,
2002 (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"),
and NATIONWIDE INDUSTRIES, INC., a Florida corporation ("Nationwide") (P&F,
Florida Pneumatic, Embassy, Green, Countrywide and Nationwide, the
"Co-Borrowers"), and CITIBANK, N.A. (successor-in-interest to European American
Bank), a New York banking corporation (the "Bank").
BACKGROUND
The Co-Borrowers and the Bank are parties to a Credit Agreement, dated as
of July 23, 1998 (as same has been and may be further amended, restated,
supplemented or modified, from time to time, the "Credit Agreement"), pursuant
to which the Bank provides the Co-Borrowers with certain financial
accommodations.
The Co-Borrowers have requested that the Bank revise the definition of
Consolidated EBITDA in the Credit Agreement and the Bank is willing to do so on
the terms and conditions hereinafter set forth. Capitalized terms used herein
and not defined herein shall have the meanings given to them in the Credit
Agreement.
Accordingly, in consideration of the premises and of the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
AMENDMENT TO CREDIT AGREEMENT.
Section 1.1 The definition of "Consolidated EBITDA" in Section 1.01 of the
Credit Agreement is hereby amended in its entirety to provide as follows:
"Consolidated EBITDA" shall mean for P&F and its Subsidiaries for any
period, the Consolidated Net Income (or Consolidated net loss) of P&F
and its Subsidiaries for such period, plus the sum, without duplication,
of (a) gross interest expense, (b) depreciation and amortization
expenses or charges, (c) all income taxes to any government or
governmental instrumentality, expenses on P&F's or its Subsidiaries'
books (whether paid or accrued) and (d) non-cash charges relating to the
write-down of goodwill associated with the purchase of Green, minus the
sum of (a) all extraordinary gains, (b) all interest income and (c) all
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non-cash income or gain, in each case determined on a Consolidated basis
for P&F and its Subsidiaries in accordance with GAAP.
ARTICLE II.
CONDITIONS OF EFFECTIVENESS.
Section 2.1. This Amendment shall become effective as of the date hereof,
upon receipt by the Bank of this Amendment, duly executed by each Co-Borrower
and each Corporate Guarantor.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES; EFFECT ON CREDIT AGREEMENT.
Section 3.1. Each Co-Borrower hereby represents and warrants as follows:
a. This Amendment and the Credit Agreement, as amended hereby,
constitute legal, valid and binding obligations of the Co-Borrowers and are
enforceable against the Co-Borrowers in accordance with their respective terms.
b. Upon the effectiveness of this Amendment, the Co-Borrowers hereby
reaffirm all covenants, representations and warranties made in the Credit
Agreement to the extent that the same are not amended hereby and each
Co-Borrower agrees that all such covenants, representations and warranties shall
be deemed to have been remade as of the date hereof.
c. No Default or Event of Default has occurred and is continuing or
would exist after giving effect to this Amendment.
d. No Co-Borrower has any defense, counterclaim or offset with respect
to the Credit Agreement.
Section 3.2. Effect on Credit Agreement.
a. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
of like import shall mean and be a reference to the Credit Agreement as amended
hereby.
b. Except as specifically amended herein, the Credit Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
c. Except as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Bank, nor constitute a waiver of any provision of the
Credit Agreement, or any other documents, instruments or agreements executed
and/or delivered under or in connection therewith.
ARTICLE IV.
MISCELLANEOUS.
Section 4.1. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
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Section 4.2. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
Section 4.3. This Amendment may be executed in one or more counterparts,
each of which shall constitute an original, and all of which, taken together,
shall be deemed to constitute one and the same agreement.
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IN WITNESS WHEREOF, the Co-Borrowers and the Bank have caused this Amendment to
be duly executed by their duly authorized officers as of the day and year first
above written.
P&F INDUSTRIES, INC. FLORIDA PNEUMATIC
MANUFACTURING CORPORATION
By: By:
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Name: Joseph A. Molino. Jr. Name: Joseph A. Molino. Jr.
Title: Vice President Title: Vice President
EMBASSY INDUSTRIES, INC. GREEN MANUFACTURING, INC.
By: By:
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Name: Joseph A. Molino. Jr. Name: Joseph A. Molino. Jr.
Title: Vice President Title: Vice President
NATIONWIDE INDUSTRIES, INC. COUNTRYWIDE HARDWARE, INC.
By: By:
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Name: Joseph A. Molino. Jr. Name: Joseph A. Molino. Jr.
Title: Vice President Title: Vice President
CITIBANK, N.A.
By:
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Name:
Title:
ACKNOWLEDGED AND ACCEPTED:
STATE BANK OF LONG ISLAND
By:
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Name:
Title:
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