**Exhibit 10.1**

 

**AMENDMENT NO. 9 AND WAIVER TO**

**CREDIT AGREEMENT**

 

**AMENDMENT NO. 9 AND WAIVER,**dated as of November 9, 2007 (the “Amendmentand Waiver”) to the Credit Agreement, dated as of June 30, 2004, 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”), **WOODMARK INTERNATIONAL,L.P.**, a Delaware limited partnership (“Woodmark”), **PACIFIC STAIR PRODUCTS, INC.**, a Delaware corporation (“Pacific”),**WILP HOLDINGS, INC.**, a Delawarecorporation (“WILP”),**CONTINENTAL TOOL GROUP,INC.,**a Delaware corporation (“Continental”) and **HY-TECH MACHINE, INC.**, a Delaware corporation (“Hy-Tech”;and collectively with P&F, Florida Pneumatic, Embassy, Green, Countrywide,Nationwide, Woodmark, Pacific, WILP and Continental,****the“Co-Borrowers”), **CITIBANK, N.A.**and **HSBC BANK USA, NATIONAL ASSOCIATION** (formerly known as HSBCBank USA) (collectively, the “Lenders”) and **CITIBANK,N.A**., as Administrative Agent for the Lenders (as same has been andmay be further amended, restated, supplemented or otherwise modified, from timeto time, the “Credit Agreement”).

 

**RECITALS**

 

The Co-Borrowers, theLenders and the Administrative Agent have agreed, subject to the terms andconditions of this Amendment and Waiver, to waive certain provisions of theCredit Agreement as herein set forth.

 

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

 

### **1.**             Amendment. The table in Section 7.13(c) of the Credit Agreement, ConsolidatedSenior Debt to Consolidated EBITDA, is hereby amended and restated in itsentirety to provide as follows:

 
| **Period**                                  | ** ** | **Amount** | ** ** |
|---------------------------------------------|------------|------------|------------|
|                                        |       |       |       |
| December 31, 2007 through March 30, 2008    |       | 4.25:1.00  |       |
| March 31, 2008 through December 30, 2008    |       | 3.50:1.00  |       |
| December 31, 2008 through December 30, 2009 |       | 2.75:1.00  |       |
| December 31, 2009 to December 30, 2010      |       | 2.50:1.00  |       |
| December 31, 2010 and thereafter            |       | 2.00:1.00  |       |

 

### **2.**             Waiver.

 

### **Compliance with Section 7.13(c)of the Agreement, Consolidated Senior Debt to Consolidated EBITDA Ratio,is hereby waived for the period commencing on September 30, 2007 through andincluding December 30, 2007.**

 

3.             Conditions of Effectiveness

 

This Amendment and Waiver shallbecome effective as of the date hereof, upon receipt by the Bank of this Amendmentand Waiver, duly executed by the Co-Borrowers.

 

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3.             Miscellaneous.

 

(a)           Capitalized terms used herein and not otherwise defined herein shallhave the same meanings as defined in the Credit Agreement.

 

(b)           Except as expressly waived hereby, the Credit Agreement shall remain infull force and effect in accordance with the terms thereof. The CreditAgreement is ratified and confirmed in all respects by the Co-Borrowers. The amendmentand waiver herein contained are limited specifically to the matters set forthabove and do not constitute directly or by implication an amendment or waiver ofany other provision of the Credit Agreement or any Default or Event of Defaultwhich may occur or may have occurred under the Credit Agreement.

 

(c)           Each Co-Borrower hereby represents and warrants that (i) therepresentations and warranties by the Co-Borrowers pursuant to the CreditAgreement and each other Loan Document are true and correct on the date hereof,and (ii) no Default or Event of Default exists.

 

(d)           This Amendment and Waiver may be executed in one or more counterparts,each of which shall constitute an original, but all of which, when takentogether, shall constitute but one agreement.

 

(e)           This Amendment and Waiver shall constitute aLoan Document.

 

[next page is signature page]

 

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**IN WITNESS WHEREOF**, the Co-Borrowers, the Lenders and the Administrative Agent havecaused 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** |
|       | **PACIFIC STAIR PRODUCTS, INC.**                 |
|       | **WILP HOLDINGS, INC.**                          |
|       | **CONTINENTAL TOOL GROUP, INC.**                 |
|       | **HY-TECH MACHINE, 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 |   |
|       |                                             |   | Stephen Kelly, Vice  President |   |
|       |                                             |   |
|       | **HSBC BANK USA, NATIONAL**                      |
|       | **ASSOCIATION,**as a Lender                      |
|       |                                             |   |
|       |                                             |   |
|       | By:                                              |   | /s/ Raymond Fincken |   |
|       |                                             |   | Raymond  Fincken, Vice President |   |
|            |                                                  |  |  |  |  |  |  |  |

 

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