EXHIBIT 4.4  P&F INDUSTRIES, INC.  AMENDMENT NO. 2 TO CREDIT AGREEMENT  THIS AMENDMENT NO. 2 is entered into as of July 28, 1999 (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), and GREEN
MANUFACTURING, INC., a Delaware corporation (Green) (P&F,
Florida Pneumatic, Embassy and Green, the Co-Borrowers), and 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 (i) extend the term through July 26,
2000, (ii) increase the Revolving Credit Commitment and the Term Loan
Commitment for the period commencing the date hereof through and including January 31,
2000 and (iii) amend certain provisions of 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. Amendments to Credit Agreement.  Section 1.1.Section 1.1 of the Credit Agreement is
hereby amended as follows:  The following defined terms are hereby added in their appropriate
alphabetical order:  Amendment
No. 2 shall mean Amendment No. 2 to Credit Agreement among the Co-Borrowers
and the Bank dated as of the Amendment No. 2 Effective Date.  Amendment
No. 2 Effective Date shall mean July 28, 1999.  Authorized Acquisitions shall mean the acquisition by a Co-Borrower
of all of the issued and outstanding stock or substantially all of the assets
of such corporations as shall have been previously indentified by such
Co-Borrower in writing to the Bank and approved by the Bank.  1


Step-Up Period shall mean the period commencing the Amendment No. 2
Effective Date through and including January 31, 2000.  The following defined terms are hereby amended in their entirety to
provide as follows:  Revolving Credit Commitment shall mean the Banks obligation to make
Revolving Credit Loans to the Co-Borrowers pursuant to Section 2.01 hereof
in an aggregate principal amount not to exceed (a) $17,000,000, during the
Step-Up Period and (b) $12,000,000, at any time thereafter.  Revolving Credit Note shall mean the second amended and restated
promissory note of the Co-Borrowers in the form attached as Exhibit A to
Amendment No. 2 evidencing the Revolving Credit Loans, as the same may be
amended, supplemented, restated or otherwise modified, from time to time.  Revolving Credit Termination Date shall mean the earlier of (i) July 26,
2000 or (ii) the date on which the Revolving Credit Commitment shall have been
terminated hereunder.  Term Loan Commitment shall mean the Banks obligation to make Term
Loans to the Co-Borrowers pursuant to Section 2.04 hereof in an aggregate
principal amount equal to the difference between (a) (i) $18,000,000, during
the Step-Up Period or (ii) $15,000,000, at any time thereafter and (b) the
Green Letter of Credit Outstanding.  Term
Loan Commitment Maturity Date shall mean July 26, 2000.  The definition of the term Interest Period is hereby amended as
follows: (a) subparagraph (a) thereof shall be amended to add the word two
immediately after the word one on the second line thereof and (b)
subparagraph (b) thereof shall be amended to add the word two immediately
after the word one on the third line thereof.  Section 1.3.Section 2.04 of the Credit Agreement is
hereby amended by adding a new subsection (c) at the end thereof as
follows:  (c) Notwithstanding anything to the contrary in this Agreement or in
any Loan Document, any increase in the amount of the Term Loan Commitment
during the Step-Up Period, shall be used solely with respect to the Authorized
Acquisitions.  Section 1.4.Section 3.03 of the Credit Agreement is
hereby amended by (a) adding an (a) immediately before the phrase The
Co-Borrowers on the first line thereof and (b) adding a new subsection (b)
at the end thereof as follows:  (b) In the event that (a) the Aggregate Outstandings exceed the
Revolving Credit Commitment or (b) the Aggregate Term Loan Outstandings exceed
the Term Loan Commitment, the Co-Borrowers shall immediately pay or prepay so
much of the Loans as shall be necessary in order for the Aggregate Outstandings
and the Aggregate Term Loan Outstandings to be in compliance with the Revolving
Credit Commitment and the Term Loan Commitment, respectively.  Section 1.5.Section 5.03(b) of the Credit Agreement
is hereby amended in its entirety to provide as follows:  2


(b)         Consideration. The aggregate
consideration, including, without limitation, cash, notes, stock, transaction
costs, guarantees and other contingent obligations, liabilities and
Indebtedness, in the event of an acquisition of assets, liabilities assumed,
compensation to be paid to former shareholders of the seller pursuant to
employment agreements, consulting agreements or non-compete agreements, fees,
earn-out provisions, any deferred portions of the purchase price or any other
costs paid in connection with any and all such acquisitions (other than the
Green Acquisition and the Authorized Acquisitions), shall not exceed
$5,000,000.  Section 1.5.Section 7.12(b) of the Credit Agreement
is hereby amended in its entirety to provide as follows:  (b)Minimum Capital Base. Maintain a Consolidated Capital Base (i)
during the period commencing with the Amendment No. 2 Effective Date through
and including December 30, 1999, of at least (A) $10,000,000 at all times
prior to the closing of all Authorized Acquisitions and (B) $8,750,000, at all
times following the closing of all Authorized Acquisitions and (ii) on December 31,
1999 and at all times thereafter, of at least $10,000,000.  Section 1.6.Exhibit A to the Credit Agreement is hereby
amended in its entirety and replaced with Exhibit A attached to Amendment No.
2.  ARTICLE II. Conditions of Effectiveness  Section 2.1.            This
Amendment shall become effective as of the Amendment No. 2 Effective Date, upon
receipt by the Bank of each of the following documents, each in form and
substance satisfactory to the Bank and its counsel:  a.this Amendment, the second amended and
restated Revolving Credit Note and the amended and restated Term Loan Note,
each executed by each Co-Borrower in favor of the Bank;  b.a certificate of the Secretary of each of
Co-Borrowers, dated as of the Amendment No. 2 Effective Date, certifying (A)
the names and true signatures of the officers of such entity authorized to sign
this Amendment, the other Loan Documents and any other documents to be
delivered by such entity under this Amendment, (B) that attached thereto is a
true and a complete copy of resolutions adopted by the Board of Directors
authorizing the execution, delivery and performance of this Amendment and each
other Loan Document to which it is a party and (C) that neither its Certificate
of Incorporation nor By-laws have been amended since the Closing Date;  c.a certificate of a duly authorized officer of
each of the Co-Borrowers, dated as of the Amendment No. 2 Effective Date,
stating that the representations and warranties in Article 4 are true and
correct on such date as though made on and as of such date and that no event
has occurred and is continuing which constitutes a Default or Event of Default;  d.the Reaffirmation Agreement, in the form
attached hereto as Exhibit I, duly executed by each Co-Borrower;  3


e.such other documents, instruments,
agreements, approvals, opinions and evidence as the Bank may reasonably
require.  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
Amendment No. 2 Effective Date.  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
agreement executed and/or delivered in connection therewith, shall remain in
full force and effect, and are hereby ratified and confirmed.  c.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.  Section 4.1.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  4


agreement.  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.By:
  /s/
   Joseph A. MolinoJoseph
  A. Molino, Vice PresidentFLORIDA PNEUMATIC MANUFACTURING
  CORPORATIONBy::
  /s/  Joseph A. MolinoJoseph
  A. Molino, Vice PresidentEMBASSY INDUSTRIES, INC.By::
  /s/  Joseph A. MolinoJoseph
  A. Molino, Vice PresidentGREEN MANUFACTURING, INC.By::
  /s/  Joseph A. MolinoJoseph
  A. Molino, Vice PresidentEUROPEAN AMERICAN BANKBy::
  /s/  Anthony V. PantinaAnthony
  V. Pantina, Vice President  5


AMENDED AND RESTATED REVOLVING CREDIT NOTE  $17,000,000.00
  
  Uniondale,
  New YorkJuly 28,
  1999  FOR VALUE RECEIVED, 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) and GREEN MANUFACTURING, INC., a Delaware
corporation (Green, and collectively with P&F, Florida Pneumatic and
Embassy, the Co-Borrowers), promise to pay to the order of EUROPEAN AMERICAN BANK(the Bank), on or
before the Revolving Credit Termination Date, SEVENTEEN
MILLION DOLLARS($17,000,000.00) or, if less, the unpaid principal
amount of all Revolving Credit Loans made by the Bank to the Co-Borrowers under
the Credit Agreement referred to below.  The Co-Borrowers promise to pay interest on the unpaid principal amount
hereof from the date hereof until paid in full at the rates and at the times
which shall be determined, and to make principal repayments on this Note at the
times which shall be determined, in accordance with the provisions of the
Credit Agreement referred to below.  This Note is the Revolving Credit Note referred to in the Credit
Agreement dated as of July 23, 1998 among the Co-Borrowers and the Bank
(as the same has been and may be further amended, modified or supplemented from
time to time, 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 Revolving
Credit Loans evidenced hereby were made and are to be repaid. Capitalized terms
used herein without definition shall have the meanings set forth in the Credit
Agreement.  The Bank shall record the date, Type and amount of each Revolving
Credit Loan and the date and amount of each payment or prepayment of principal
of each Revolving Credit Loan on the grid schedule annexed to this Note; provided,
however, that the failure of the Bank to set forth such Revolving Credit
Loans, payments and other information on the attached grid schedule shall
not in any manner affect the obligation of the Co-Borrowers to repay the
Revolving Credit Loans made by the Bank in accordance with the terms of this
Note.  This Note is subject to prepayment as provided in Section 3.03.  Upon the occurrence of an Event of Default the unpaid balance of the
principal amount of this Note together with all accrued but unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.  All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Bank located at the Banks Payment Office or at such other place
as shall be designated in writing for such purpose in accordance with the terms
of the Credit Agreement.  No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligation of the
Co-Borrowers, which is absolute and unconditional, to  6


pay
the principal of and interest on this Note at the place, at the respective
times, and in the currency herein prescribed.  This Note amends and restates in its entirety and given in substitution
for, but not in satisfaction of, that certain Amended and Restated Revolving
Credit Note, dated September 16, 1998, issued by the Co-Borrowers in favor
of the Bank in the original principal sum of $12,000,000, and is entitled to
the benefits of the Credit Agreement and the Loan Documents and is subject to
all of the agreements, terms and conditions therein contained.  Each Co-Borrower and each endorser of this Note waive diligence,
presentment, protest, demand, and notice of any kind in connection with this
Note.  THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  IN WITNESS WHEREOF, each Co-Borrower has caused this Note to be
executed and delivered by its duly authorized officer, as of the day and year
and at a place first above written.  P&F INDUSTRIES, INC.
  FLORIDA PNEUMATIC MANUFACTURINGCORPORATIONBy:
  /s/ Joseph A. Molino, Jr.
  
  By:
  /s/ Joseph A. Molino, Jr.Name:  Joseph A. Molino, Jr.
  
  Name:  Joseph
  A. Molino, Jr.Title:  Vice President
  
  Title:
  Vice PresidentEMBASSY INDUSTRIES, INC.
  GREEN MANUFACTURING, INC.By:
  /s/ Joseph A. Molino, Jr.
  
  By:
  /s/ Joseph A. Molino, Jr.Name:  Joseph A. Molino, Jr.
  
  Name:  Joseph A. Molino, Jr.Title:
   Vice President
  
  Title:
   Vice President  7


REAFFIRMATION AND AMENDMENT
AGREEMENT  July 28, 1999  EUROPEAN AMERICAN BANK 730
Veterans Memorial Highway Hauppauge,
New York 11788  Gentlemen:  Reference
is hereby made to (a) each Security Agreement, dated as of July 23, 1998,
by and between European American Bank (the Secured Party) and each of P&F
Industries, Inc. (P&F), Florida Pneumatic Manufacturing Corporation (Florida
Pneumatic), Embassy Industries, Inc. (Embassy) and Green Manufacturing, Inc.
(Green) (P&F, Florida Pneumatic, Embassy and Green, collectively, the Co-Borrowers)
(as each has been or may be amended, restated, modified or supplemented, from
time to time, collectively, the Security Agreements), (b) the Pledge
Agreement, dated as of July 23, 1998, by and between the Debtor and the
Secured Party (as same has been and may be further amended, restated, modified
or supplemented, from time to time, the Pledge Agreement) and (c) Amendment
No. 2 to Credit Agreement, dated as of the date hereof, by and among Secured
Party and the Co-Borrowers (the Amendment). 
Capitalized terms not otherwise defined herein shall have the meanings
given to them in the Security Agreement.  In
connection with the foregoing and as a condition precedent to the effectiveness
of the Amendment, each Co-Borrower hereby acknowledges and confirms that (a)
all terms and provisions contained in their respective Security Agreement and,
with respect to P&F, the Pledge Agreement, are and shall remain, in full
force and effect in accordance with their respective terms, and are hereby
ratified and confirmed and (b) the liens heretofore granted, pledged and/or
assigned to the Bank as security for the Co-Borrowers obligations under the
respective Security Agreements and the Credit Agreement shall not be impaired,
limited or affected in any manner whatsoever by reason of the Amendment.  Except
as expressly provided herein, the execution, delivery and effectiveness of this
letter 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, any Security
Agreement and, with respect to P&F, the Pledge Agreement, or any other
documents, instruments and agreements executed and/or delivered thereunder or
in connection therewith.  If
you are in agreement with the foregoing, kindly execute this agreement in the
space provided for below.  8


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the date first above written.  P&F INDUSTRIES, INC.FLORIDA PNEUMATIC MANUFACTURING
  CORPORATIONEMBASSY INDUSTRIES, INC.GREEN MANUFACTURING CORPORATIONBy:
  /s/ Joseph A. Molino, Jr.Name:  Joseph A. Molino, Jr.Title:  The Vice President of each of the
  foregoing corporationsACKNOWLEDGED AND AGREEDEUROPEAN AMERICAN BANKBy:
  /s/
  Anthony V. PantinaName:  Anthony V. PantinaTitle:  Vice President  9


EUROPEAN AMERICAN BANK 730 Veterans Memorial Highway Hauppauge, New York 11788  July 28, 1999  P&F INDUSTRIES, INC. FLORIDA PNEUMATIC MANUFACTURING CORPORATION EMBASSY INDUSTRIES, INC. GREEN MANUFACTURING, INC.  Gentlemen:  Reference
is hereby made to the Credit Agreement, dated as of July 23, 1998, by and
among P&F Industries, Inc., Florida Pneumatic Manufacturing Corporation,
Embassy Industries, Inc., Green Manufacturing, Inc. (collectively, the Co-Borrowers)
and European American Bank (the Bank), as amended by Amendment No. 1 to
Credit Agreement, dated as of September 16, 1998 and Amendment No. 2 to
Credit Agreement, dated as of the date hereof (the Second Amendment) (as same
may be further amended, restated, supplemented or modified, from time to time,
the Credit Agreement). Capitalized terms not otherwise defined herein shall
have the meanings given to them in the Credit Agreement.  Pursuant
to and in connection with the Second Amendment and the Credit Agreement, the
Co-Borrowers have requested that the Bank permit the Co-Borrowers to enter into
certain transactions to acquire all of the issued and outstanding stock or
substantially all of the assets of certain corporations.  The Company has advised the Bank that it
seeks to acquire such outstanding stock or assets from Right Touch, Inc. (Right
Touch) and National Electric Manufacturing Corp. (NEM).  The
Bank approves the acquisition by any Co-Borrower of outstanding stock or assets
of Right Touch or NEM, subject to and in accordance with the terms and
conditions described in the Credit Agreement and the Second Amendment, and that
such acquisitions shall be deemed Authorized Acquisitions (as defined in the
Second Amendment). This Agreement does not constitute approval by the Bank for
the acquisition by any Co-Borrower of the outstanding stock or assets of any
company other than Right Touch and NEM nor shall the execution of this
Agreement be deemed to waive any provision of the Credit Agreement with respect
to Permitted Acquisitions or Authorized Acquisitions.  If
you are in agreement with the foregoing, kindly execute this Agreement in the
space provided for below.  IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and
delivered as of the date first above written.  EUROPEAN AMERICAN BANKBy:
  /s/
  Richard RomanoName:  Richard RomanoTitle:  Vice President  10


ACKNOWLEDGED AND AGREEDP&F INDUSTRIES, INC.FLORIDA PNEUMATIC MANUFACTURINGCORPORATIONEMBASSY INDUSTRIES, INC.GREEN MANUFACTURING CORPORATIONBy:
  /s/ Joseph A. Molino, Jr.Name:  Joseph A. Molino, Jr.Title:  The Vice President of
  each of the foregoing corporations  11