**EXHIBIT 4.4**

**P&F INDUSTRIES,INC.**

**AMENDMENT NO. 2 AND WAIVERTOCREDIT AGREEMENT**

**THIS AMENDMENT NO. 2 ANDWAIVER TO CREDIT AGREEMENT,**   is entered into asof December 27, 2005 (the “Amendment and Waiver”), by and among **P&F INDUSTRIES, INC.,**a Delawarecorporation****(“P&F”), **FLORIDA PNEUMATIC MANUFACTURING CORPORATION,**a Florida corporation (“Florida Pneumatic”), **EMBASSYINDUSTRIES, INC.,**a New York corporation (“Embassy”), **GREEN MANUFACTURING, INC.,**a Delawarecorporation (“Green”), **COUNTRYWIDE HARDWARE,INC.,**a Delaware corporation (“Countrywide”), **NATIONWIDE INDUSTRIES, INC.,** a Floridacorporation (“Nationwide”) and **WOODMARKINTERNATIONAL, L.P.** (“Woodmark”; and collectively with P&F,Florida Pneumatic, Embassy, Green, Countrywide and Nationwide, the “Co-Borrowers”),**CITIBANK, N.A.**and **HSBC BANK USA, NATIONAL ASSOCIATION**(formerly known as HSBC Bank USA) (collectively, the “Lenders”) and **CITIBANK, N.A**., as Administrative Agent forthe Lenders.

**BACKGROUND**

The Co-Borrowers, the Lenders and the AdministrativeAgent are parties to a Credit Agreement, dated as of June 30, 2004 (assame has been and may be further amended, restated, supplemented or modified,from time to time, the “Credit Agreement”), pursuant to which the Lendersprovide the Co-Borrowers with certain financial accommodations.

The Co-Borrowers have requested, and theAdministrative Agent and the Lenders have agreed, subject to the terms andconditions of this Amendment and Waiver, to amend and waive certain provisionsof the Credit Agreement as herein set forth. Capitalized terms used herein andnot defined herein shall have the meanings given to them in the CreditAgreement.

Accordingly, inconsideration of the premises and of the mutual covenants and agreementshereinafter set forth, the parties hereto agree as follows:

**ARTICLE I.**

*Amendments to Credit Agreement.*

Section 1.1.   The first sentence of Section 3.02of the Credit Agreement is hereby amended and restated in its entirety toprovide as follows:

“The proceeds of the Revolving Credit Loans shall be usedby the Co-Borrowers for general corporate purposes, to finance ongoing workingcapital requirements, to refinance a portion of the Existing Indebtedness andto finance a capital contribution by P&F or Countrywide to Pacific StairProducts, Inc., a Delaware corporation (“Pacific”) and a wholly-ownedsubsidiary of Countrywide, in order to permit the acquisition by Pacific ofassets and the assumption of certain liabilities of Pacific Stair Products, aCalifornia corporation.”

Section 1.2.   The reference to the amount “$12,5000,000”on the third to last line of Section 7.06 of the Credit Agreement ishereby amended and replaced with the amount “$12,500,000”.

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Section 1.3.   Thetable in Section 7.13(b) of the Credit Agreement is hereby amended andrestated in its entirety to provide as follows:

| **Period**                                             | ** ** | ** ** | ** ** | **Amount** | ** ** |
|--------------------------------------------------------|------------|------------|------------|------------|------------|
| December 31, 2004  through December 30, 2005 |       | $          | 9,500,000  |       |
| December 31, 2005  through December 30, 2006 |       | $          | 16,500,000 |       |
| December 31, 2006  through December 30, 2007 |       | $          | 22,000,000 |       |
| December 31, 2007  and thereafter                 |       | $          | 25,000,000 |       |

 

**ARTICLE II.**

*Waiver.*

Section 2.1.   The Co-Borrowers have advisedthe Lenders that Pacific Stair Products, Inc., a Delaware corporation (“Pacific”),intends to purchase the assets of Pacific Stair Products, a Californiacorporation (the “Purchase”) for a Permitted Acquisition Purchase Price not toexceed $5,900,000 (the “Purchase”). The Lenders hereby waive compliance by theCo-Borrowers with the provisions in the Credit Agreement regarding PermittedAcquisitions which (a) require that only a Co-Borrower enter in aPermitted Acquisition and (b) restrict the Permitted Acquisition PurchasePrice in connection with any single Permitted Acquisition to exceed $5,000,000,provided that all other requirements for a Permitted Acquisition with respectto the Purchase have been satisfied and that Pacific shall become a Co-Borroweror a Guarantor under the Credit Agreement and in connection therewith shallexecute and deliver such documents as may be reasonably required by the Lendersby no later than January 23, 2006, including, without limitation, thosedocuments described on Schedule 1 attached hereto.  In addition, the Lenders hereby waivecompliance by the Co-Borrowers with Section 7.06 of the Credit Agreementwhich restricts the Co-Borrowers’ ability to make a Permitted Acquisition atany time that the outstanding principal balance of the Term Loan is in excessof $12,500,000. Notwithstanding anything to the contrary herein, the waiversset forth in this Section 2.1 shall apply only to the Purchase.

Section 2.2.   Co-Borrowershave advised the Lenders that P&F intends to form a new Subsidiary (“Newco”)to which P&F will transfer all of its limited partnership interest inWoodmark and subsequent to such transfer, P&F will contribute all of itsownership interest in Newco to Countrywide (the “Woodmark Transaction”). TheLenders hereby waive compliance by the Co-Borrowers with  the Credit Agreement and the other LoanDocuments, including, but not limited to, Sections 6.10, 7.04 and 7.06 of theCredit Agreement, and hereby waive any event of default that would arise underthe Credit Agreement, provided that evidence of the transfer of assets to Newcoand all documents required by Section 6.10 shall be executed and deliveredto the Administrative Agent by no later than January 23, 2006. Inaddition, in the event that Newco shall become a Co-Borrower (rather than aGuarantor) under the Credit Agreement, the Co-Borrowers shall further deliverto the Administrative Agent such additional documents as may be reasonablyrequired by the Lenders to evidence such status. Notwithstanding anything tothe contrary herein, the waiver set forth in this Section 2.2 shall applyonly to the Woodmark Transaction.

**ARTICLE III.**

*Conditions of Effectiveness.*

This Amendment and Waiver shallbecome effective as of the date hereof, upon receipt by the AdministrativeAgent of this Amendment and Waiver, duly executed by each Co-Borrower and eachLender, and a copy of the duly executed Asset Purchase Agreement, Bill of Sale,Assignment and Assumption Agreement (if any) all in connection with thePurchase, along with lien searches with respect to Pacific Stair Products, aCalifornia corporation.

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**ARTICLE IV.**

*Representations and Warranties; Effect on CreditAgreement.*

Section 3.1.   EachCo-Borrower hereby represents and warrants as follows:

a.      ThisAmendment and Waiver and the Credit Agreement, as amended hereby, constitutelegal, valid and binding obligations of the Co-Borrowers and are enforceableagainst the Co-Borrowers in accordance with their respective terms.

b.      Upon theeffectiveness of this Amendment and Waiver, the Co-Borrowers hereby reaffirmall covenants, representations and warranties made in the Credit Agreement tothe extent that the same are not amended hereby and each Co-Borrower agreesthat all such covenants, representations and warranties shall be deemed to havebeen remade as of the date hereof.

c.      NoDefault or Event of Default has occurred and is continuing or would exist aftergiving effect to this Amendment and Waiver.

d.      NoCo-Borrower has any defense, counterclaim or offset with respect to the CreditAgreement.

Section 3.2.   *Effect on Credit Agreement.*

a.      Upon theeffectiveness of this Amendment and Waiver, each reference in the CreditAgreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of likeimport shall mean and be a reference to the Credit Agreement as amended hereby.

b.      Except asspecifically 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 asexpressly provided  herein, theexecution, delivery and effectiveness of this Amendment and Waiver shall notoperate as a waiver of any right, power or remedy of the Administrative Agentor the Lenders, nor constitute a waiver of any provision of the CreditAgreement, or any other documents, instruments or agreements executed and/ordelivered under or in connection therewith.

**ARTICLE V.**

*Miscellaneous.*

Section 4.1.   This Amendment and Waivershall be governed by and construed in accordance with the laws of the State ofNew York.

Section 4.2.   Section headings in thisAmendment and Waiver are included herein for convenience of reference only andshall not constitute a part of this Amendment and Waiver for any other purpose.

Section 4.3.   This Amendment and Waiver maybe executed in one or more counterparts, each of which shall constitute anoriginal, and all of which, taken together, shall be deemed to constitute oneand the same agreement.

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**INWITNESS WHEREOF,**the Co-Borrowers, the Lenders and theAdministrative Agent have caused this Amendment and Waiver  to be duly executed by their duly authorizedofficers as of the day and year first above written.

| ** ** | ** ** | **P&F INDUSTRIES, INC.**                                   |
|------------|------------|----------------------------------------------------------------|
| ** ** | ** ** | **FLORIDA PNEUMATIC MANUFACTURING CORPORATION**                |
| ** ** | ** ** | **EMBASSY INDUSTRIES, INC.**                                   |
| ** ** | ** ** | **GREEN MANUFACTURING, INC.**                                  |
| ** ** | ** ** | **COUNTRYWIDE HARDWARE, INC.**                                 |
| ** ** | ** ** | **NATIONWIDE INDUSTRIES, INC.**                                |
| ** ** | ** ** | **WOODMARK INTERNATIONAL, L.P.**                               |
| ** ** | ** ** | **By:**                                                        |   | **Countrywide Hardware, Inc., its General Partner** |
| ** ** | ** ** | By:                                                            |   | /s/ JOSEPH A.  MOLINO, JR. |
| ** ** | ** ** |                                                           |   | Joseph A. Molino, Jr., |
| ** ** | ** ** |                                                           |   | *the Vice President of each of the foregoing  corporations* |
| ** ** |       | **CITIBANK, N.A**.**,**as a Lender and as Administrative Agent |
|       |       | By:                                                            |   | /s/ STEPHEN  KELLY |
|       |       | Name:                                                          |   | Stephen Kelly |
|       |       | Title:                                                         |   | *Vice President* |
|       |       | **HSBC BANK USA, NATIONAL ASSOCIATION,**  as a Lender          |
|       |       | By:                                                            |   | /s/ RAYMOND  FINCKEN |
|       |       | Name:                                                          |   | Raymond Fincken |
|       |       | Title:                                                         |   | *Vice President* |
|            |            |                                                                |  |  |  |

 

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