**EXHIBIT 4.6**

 

**AMENDMENT NO. 4TO CREDIT AGREEMENT**

 

**THIS AMENDMENT NO. 4 TO CREDITAGREEMENT,** is enteredinto as of May 11, 2006 (the “Amendment”), 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 Florida corporation (“Nationwide”),**WOODMARK INTERNATIONAL, L.P.**, aDelaware limited partnership (“Woodmark”), **PACIFIC STAIR PRODUCTS, INC.**,a Delaware 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**

 

The Co-Borrower, 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 ormodified, the “Credit Agreement”), pursuant to which the Lenders provide theCo-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, 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, in consideration of the premises and ofthe mutual covenants and agreements hereinafter set forth, the parties heretoagree as follows:

 

**ARTICLE I**

 

Amendment to CreditAgreement.

 

Section 1.1.                                   The table in Section 7.13(b) of theCredit Agreement is hereby amended and restated in its entirety to provide asfollows:

 
| **Period**                                             | ** ** | **Amount** | ** ** |
|--------------------------------------------------------|------------|------------|------------|
|                                                   |       |       |       |
| January 1, 2006 through March 31,  2006      |       | $          | 15,000,000 |   |
| April 1, 2006 through June 30,  2006         |       | $          | 15,500,000 |   |
| July 1, 2006 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.**

 

Conditions of Effectiveness;Further Conditions.

 

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Section 2.1.                                   This Amendment shall become effective as ofthe date hereof, upon receipt by the Administrative Agent of this Amendment,duly executed by each Co-Borrower.

 

**ARTICLE III.**

 

Representations andWarranties; Effect on Credit Agreement.

 

Section 3.1. Each Co-Borrower hereby representsand warrants as follows:

 

a.                                       This Amendment and the Credit Agreement, asamended hereby, constitute legal, valid and binding obligations of theCo-Borrowers and are enforceable against the Co-Borrowers in accordance withtheir respective terms.

 

b.                                      Upon the effectiveness of this Amendment, theCo-Borrowers hereby reaffirm all covenants, representations and warranties madein the Credit Agreement to the extent that the same are not amended hereby andeach Co-Borrower agrees that all such covenants, representations and warrantiesshall be deemed to have been remade as of the date hereof.

 

c.                                       No Default or Event of Default has occurredand is continuing or would exist after giving effect to this Amendment.

 

d.                                      No Co-Borrower has any defense, counterclaimor offset with respect to the Credit Agreement.

 

e.                                       All corporate and limited partnership actionof each Co-Borrower appropriate and necessary, including, if necessary,resolutions of the Board of Directors of each of P&F, Florida Pneumatic,Embassy, Green, Countrywide, Nationwide, Pacific and WILP and resolutions ofthe general partner of Woodmark, to authorize the execution, delivery andperformance of this Amendment, has been taken.

 

Section 3.2.                                   Effect on Credit Agreement and Loan Documents.

 

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 CreditAgreement as amended hereby.

 

b.                                      Except as specifically amended herein, theCredit Agreement, and all other documents, instruments and agreements executedand/or delivered in connection therewith, shall remain in full force andeffect, and are hereby ratified and confirmed.

 

c.                                       Except as expressly provided  herein, the execution, delivery andeffectiveness of this Amendment shall not operate as a waiver of any right,power or remedy of the Administrative Agent or the Lenders, nor constitute awaiver of any provision of the Credit Agreement, or any other documents, instrumentsor agreements executed and/or delivered under or in connection therewith.

 

d.                                      The other Loan Documents and all agreements,instruments and documents executed and delivered in connection with the CreditAgreement and any other Loan Documents shall each be deemed to be amended andsupplemented hereby to the extent necessary, if any, to give effect to theprovisions of this Amendment.

 

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**ARTICLE IV.**

 

Miscellaneous.

 

Section 4.1.                                   This Amendment shall be governed by andconstrued in accordance with the laws of the State of New York.

 

Section 4.2.                                   Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute a part ofthis Amendment for any other purpose.

 

Section 4.3.                                   This Amendment may be executed in one ormore counterparts, each of which shall constitute an original, and all ofwhich, taken together, shall be deemed to constitute one and the sameagreement.

 

[nextpage is signature page]

 

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**IN WITNESS WHEREOF**, the Co-Borrowers, the Lenders and theAdministrative Agent have caused this Amendment to be duly executed by theirduly 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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