**EXHIBIT 4.13**

** **

**P & F INDUSTRIES, INC.**

 

**AMENDMENT NO. 9**

**TO**

**CREDIT AGREEMENT**

 

**THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT,** is entered into as of June 30, 2003 (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”), and **NATIONWIDEINDUSTRIES, INC.,** a Florida corporation (“Nationwide”) (P&F,Florida Pneumatic, Embassy, Green, Countrywide and Nationwide, the“Co-Borrowers”), and **CITIBANK, N.A.**(successor-in-interestto European American Bank), a New York banking corporation (the “Bank”).

 

**BACKGROUND**

 

TheCo-Borrowers and the Bank are parties to a Credit Agreement, dated as of July23, 1998 (as same has been and may be further amended, restated, supplementedor modified, from time to time, the “Credit Agreement”), pursuant to which theBank provides the Co-Borrowers with certain financial accommodations.

 

TheCo-Borrowers have requested that the Bank extend the Revolving CreditTermination Date and the Bank is willing to do so on the terms and conditionshereinafter 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 of the mutual covenants and agreementshereinafter set forth, the parties hereto agree as follows:

 

**ARTICLE**

Amendment to Credit Agreement.

 

Section1.1             The definition of“Revolving Credit Termination Date” in Section 1.01 of the Credit Agreement ishereby amended in its entirety to provide as follows:

 

“RevolvingCredit Termination Date” shall mean the earlier of (i) July 26, 2004 or (ii)the date on which the Revolving Credit Commitment shall have been terminatedhereunder.

 

**ARTICLE II.**

Conditions of Effectiveness.

 

Section2.1.            This Amendment shallbecome effective as of the date hereof, upon receipt by the Bank of thisAmendment, duly executed by each Co-Borrower.

 

**ARTICLE III .**

Representations and Warranties; Effect on Credit Agreement.

 

Section3.1.            Each Co-Borrower herebyrepresents and warrants as follows:

 

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a.             This Amendment and the CreditAgreement, as amended hereby, constitute legal, valid and binding obligationsof the Co-Borrowers and are enforceable against the Co-Borrowers in accordancewith their respective terms.

 

b.             Upon the effectiveness of thisAmendment, the Co-Borrowers hereby reaffirm all covenants, representations andwarranties made in the Credit Agreement to the extent that the same are notamended hereby and each Co-Borrower agrees that all such covenants, representationsand warranties shall be deemed to have been remade as of the date hereof.

 

c.             No Default or Event of Default hasoccurred and is continuing or would exist after giving effect to thisAmendment.

 

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

 

Section3.2.            Effect on CreditAgreement.

 

a.             Upon the effectiveness of thisAmendment, each reference in the Credit Agreement to “this Agreement”,“hereunder”, “hereof”, “herein” or words of like import shall mean and be areference to the Credit Agreement as amended hereby.

 

b.             Except as specifically amendedherein, the Credit Agreement, and all other documents, instruments andagreements executed and/or delivered in connection therewith, shall remain infull force and effect, 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 Bank, nor constitute a waiver of any provision of theCredit Agreement, or any other documents, instruments or agreements executedand/or delivered under or in connection therewith.

 

**ARTICLE IV.**

Miscellaneous.

 

Section4.1.            This Amendment shall begoverned by and construed in accordance with the laws of the State of New York.

 

Section4.2.            Section headings in thisAmendment are included herein for convenience of reference only and shall notconstitute a part of this Amendment for any other purpose.

 

Section4.3.            This Amendment may beexecuted 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.

 

[nextpage is signature page]

 

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**IN WITNESSWHEREOF**, theCo-Borrowers and the Bank 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**  |
|                            |                           |
| 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 |
|                            |                           |
| **EMBASSY 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 |
|                            |                           |
| **NATIONWIDE INDUSTRIES, INC.** | **COUNTRYWIDE HARDWARE, 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 |
|                            |                           |
| **CITIBANK, N.A.**              |                           |
|                            |                           |
| By:                             | /s/  Stephen Kelly             |   |   |
| Name:  Stephen Kelly       |                           |
| Title:  Vice President          |                           |
|                            |                           |
| *Acknowledged and Accepted:*    |                           |
|                            |                           |
| **STATE BANK OF LONG ISLAND**   |                           |
|                            |                           |
| By:                             | /s/  Kevin T. Hennessy         |   |   |
| Name:  Kevin T. Hennessy   |                           |
| Title:  First Vice President    |                           |
|                                 |                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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