**EXHIBIT 4.5**

**P&F INDUSTRIES, INC.**

**AMENDMENT NO. 3TOCREDIT AGREEMENT**

**THIS AMENDMENT NO. 3 TOCREDIT AGREEMENT,**is entered into as of February 13,2006 (the “Amendment”), by and among **P&FINDUSTRIES, INC.,**a Delaware corporation****(“P&F”), **FLORIDAPNEUMATIC MANUFACTURING CORPORATION,** a Florida corporation (“FloridaPneumatic”), **EMBASSY INDUSTRIES, INC.,**aNew York corporation (“Embassy”), **GREENMANUFACTURING, INC.,**a Delaware corporation (“Green”), **COUNTRYWIDE HARDWARE, INC.,**a Delawarecorporation (“Countrywide”), **NATIONWIDEINDUSTRIES, INC.,** a Florida corporation (“Nationwide”), **WOODMARK INTERNATIONAL, L.P.**, a Delaware limited partnership(“Woodmark”), **PACIFIC STAIR PRODUCTS, INC.**, aDelaware corporation (“Pacific”) and **WILP HOLDINGS, INC.**,a Delaware corporation (“WILP”; and collectively with P&F, FloridaPneumatic, Embassy, Green, Countrywide, Nationwide, Woodmark and Pacific, the “Co-Borrowers”),**CITIBANK, N.A.**and **HSBC BANKUSA, NATIONAL ASSOCIATION** (formerly known as HSBC Bank USA)(collectively, the “Lenders”) and **CITIBANK, N.A**.,as Administrative Agent for the Lenders.

**BACKGROUND**

P&F, Florida Pneumatic, Embassy, Green,Countrywide, Nationwide and Woodmark (the “Original Co-Borrowers”), the Lendersand the Administrative Agent are parties to a Credit Agreement, dated as of June 30,2004 (as same has been and may be further amended, restated, supplemented ormodified, the “Credit Agreement”), pursuant to which the Lenders provide theOriginal Co-Borrowers with certain financial accommodations.

The Original Co-Borrowers have requested, and theAdministrative Agent and the Lenders have agreed, subject to the terms andconditions of this Amendment, to include Pacific and WILP as Co-Borrowers underthe existing credit facility and to amend and waive certain provisions of theCredit Agreement and the other Loan Documents, as herein set forth. Capitalizedterms used herein and not defined herein shall have the meanings given to themin the Credit Agreement.

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

**ARTICLE**

*Amendments to Credit Agreement.*

Section**   1.1.****The first paragraph of the CreditAgreement is hereby amended in its entirety to provide as follows:**

**CREDIT AGREEMENT**   datedas of June 30, 2004, by and among **P&FINDUSTRIES, INC.**, a Delaware corporation (“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”), **WOODMARK INTERNATIONAL,L.P.**, a Delaware limited partnership (“Woodmark”), **PACIFIC STAIR PRODUCTS, INC.**, a Delaware corporation (“Pacific”)and **WILP HOLDINGS, INC.**, a Delawarecorporation (“WILP”; and collectively with P&F, Florida Pneumatic, Embassy,Green, Countrywide, Nationwide and Pacific, the “Co-Borrowers”), the **LENDERS**which from time to time are parties to thisAgreement (individually a “Lender” and, collectively, the “Lenders”) and **CITIBANK, N.A.,**a national banking association, asAdministrative Agent for the Lenders (the “Administrative Agent”).

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Section 1.2.  ScheduleI to the Credit Agreement is hereby amended in its entirety and replaced withSchedule I attached to this Amendment.

Section 1.3.  ExhibitsA, B and C to the Credit Agreement are hereby amended in their entirety andreplaced with Exhibits A, B and C, respectively, attached to this Amendment.

**ARTICLE II.**

*Waiver.*

The Lenders hereby waivecompliance by the Co-Borrowers with the Credit Agreement and the other LoanDocuments, including, but not limited to, Section 3.01 of the SecurityAgreement, and hereby waive any Default or Event of Default that would ariseunder the Credit Agreement, including, but not limited to, the Event of Defaultthat would arise under Section 8.01(b)(ii) of the Credit Agreement,each with respect to the establishment and use by the Co-Borrowers ofadditional locations for the location, use, storage and maintenance of theCo-Borrowers’ Collateral (as defined in the Security Agreement) in addition tothose locations originally described in the Perfection Certificates attached tothe Security Agreement (the “Original Collateral Locations”) and/or therelocation of Collateral from the Original Collateral Locations to thoselocations specified on Schedule A attached hereto.

**ARTICLE III.**

*Conditions of Effectiveness; Further Conditions.*

Section 3.1.  This Amendment shall become effective as of thedate hereof, upon receipt by the Administrative Agent of the following:

(a)    thisAmendment, duly executed by each Co-Borrower;

(b)   an amendedand restated Revolving Credit Note, substantially in the form of Exhibit Aattached hereto, duly executed by each Co-Borrower in favor of each Lender;

(c)    an amendedand restated Term Note, substantially in the form of Exhibit C attachedhereto, duly executed by each Co-Borrower in favor of each Lender;

(d)   anAmendment to Pledge Agreement, substantially in the form of Exhibit 1attached hereto, duly executed by Countrywide, accompanied by the originalstock certificates for Pacific and WILP, along with duly executed stock powers;

(e)    a JoinderAgreement, substantially in the form of Exhibit 2 attached hereto, dulyexecuted by Pacific and WILP and acknowledged by each other Co-Borrower;

(f)    acertificate of the Secretary or Assistant Secretary of each Co-Borrower,substantially in the form of Exhibit 3 attached hereto;

(g)    a PledgeAgreement, substantially in the form of Exhibit I to the Credit Agreement,duly executed by WILP and accompanied by the original partnership certificateof Woodmark, along with a duly executed equity power;

(h)   an opinionof counsel with respect to Pacific and WILP, in form and substance satisfactoryto the Administrative Agent and its counsel;

(i)    acertificate of insurance indicating insurance coverage for Pacific and WILP, inform and substance satisfactory to the Administrative Agent; and

(j)     copies ofall documents evidencing the transfer of partnership interest in Woodmark fromP&F to WILP.

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Section 3.2.  The Co-Borrowers hereby covenant and agree todeliver to the Administrative Agent, within thirty (30) days from the date hereof,a landlord’s waiver, in form and substance satisfactory to the AdministrativeAgent, with respect to each of the following premises: (i) 2601 TechnologyDrive, Plano, TX 75074 (Woodmark International LP), (ii) 1335 SycamoreAvenue, Vista, CA 92081 (Countrywide Hardware, Inc.) and (iii) 8080Troon Circle, Suite 180, Austell, GA 30168 (Woodmark International LP).

**ARTICLE IV.**

*Representations and Warranties; Effect on CreditAgreement.*

Section 4.1. EachCo-Borrower hereby represents and warrants as follows:

a.      ThisAmendment and the Credit Agreement, as amended hereby, constitute legal, validand binding obligations of the Co-Borrowers and are enforceable against theCo-Borrowers in accordance with their respective terms.

b.      Upon theeffectiveness of this Amendment, the Co-Borrowers hereby reaffirm allcovenants, representations and warranties made in the Credit Agreement to theextent that the same are not amended hereby and each Co-Borrower agrees thatall such covenants, representations and warranties shall be deemed to have beenremade as of the date hereof.

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

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

Section 4.2.  Effect on Credit Agreement and Loan Documents.

a.      Upon theeffectiveness of this Amendment, each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein” or words of like import shall meanand 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 shall not operate as awaiver of any right, power or remedy of the Administrative Agent or theLenders, nor constitute a waiver of any provision of the Credit Agreement, orany other documents, instruments or agreements executed and/or delivered underor in connection therewith.

d.      The otherLoan Documents and all agreements, instruments and documents executed anddelivered in connection with the Credit Agreement and any other Loan Documentsshall each be deemed to be amended and supplemented hereby to the extentnecessary, if any, to give effect to the provisions of this Amendment.

**ARTICLE V.**

*Miscellaneous.*

Section 5.1.  ThisAmendment shall be governed by and construed in accordance with the laws of theState of New York.

Section 5.2.  Section headingsin this Amendment are included herein for convenience of reference only andshall not constitute a part of this Amendment for any other purpose.

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Section 5.3.  This Amendment may be executed in one or morecounterparts, each of which shall constitute an original, and all of which,taken together, shall be deemed to constitute one and the same agreement.

**ARTICLE V.**

*Joinder.*

Each of Pacific and WILP hereby acknowledges andagrees that from and after the date hereof, (i) it shall be and become aCo-Borrower under, and in accordance with and subject to the Credit Agreement, (ii) itshall be bound by the terms of the Credit Agreement and each other LoanAgreement to which it is a party, (iii) it will perform in accordance withthe terms of the Credit Agreement and the other Loan Documents to which it is aparty, and (iv) it shall be jointly and severally liable with the other Co-Borrowersfor all of the Obligations including without limitation those incurred prior tothe date hereof.

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**INWITNESS WHEREOF,**   the Co-Borrowers, the Lendersand the Administrative Agent have caused this Amendment to be duly executed bytheir duly authorized officers 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** |
| ** ** | ** ** | **PACIFIC STAIR PRODUCTS, INC.**    |
| ** ** | ** ** | **WILP HOLDINGS, INC.**             |
| ** ** | ** ** | By:                                 |  /s/ JOSEPH  A. MOLINO, JR. |
|       |       |                                | Joseph A.  Molino, Jr., |
|       |       |                                | *the  President of Green Manufacturing, Inc.* |
|       |       |                                | *and the  Vice President of each of the other corporations named above* |
|       |       |                                | **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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