<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                 FIRST AMENDMENT

            FIRST AMENDMENT, dated as of May 6, 2004 (this "First Amendment"),
to the Credit Agreement, dated as of June 11, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Werner
Holding Co. (DE), Inc. (the "Company"), the several lenders from time to time
parties to the Credit Agreement (the "Lenders"), Citigroup Global Markets Inc.,
as syndication agent (in such capacity, the "Syndication Agent"), Citigroup
Global Markets Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers
and joint bookrunners (in such capacity, the "Arrangers"), and JPMorgan Chase
Bank, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent" and, together with the Syndication Agent, the "Agents").

                                   WITNESSETH:

            WHEREAS, the Company, the Lenders, the Arrangers and the Agents are
parties to the Credit Agreement;

            WHEREAS, the Company has requested that the Lenders agree to amend
certain provisions of the Credit Agreement, and the Lenders are agreeable to
such request but only upon the terms and subject to the conditions set forth
herein;

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and for other valuable consideration the receipt of
which is hereby acknowledged, the Company, the Lenders, and the Agents agree as
follows:

      SECTION 1. AMENDMENTS.

            1.1   Amendments to Section 1.1. (a) Section 1.1 of the Credit
Agreement is hereby amended by deleting therefrom the definition of "Applicable
Margin" it its entirety and inserting in lieu thereof the following new
definition:

                  "Applicable Margin": for Term Loans, Revolving Credit Loans
                  and Swing Line Loans of the Types set forth below, the rate
                  per annum set forth under the relevant column heading opposite
                  such Loans below:

<TABLE>
<CAPTION>
                      Alternate Base Rate                 Eurodollar
                             Loans                          Loans
                             -----                          -----
<S>                   <C>                                 <C>
Term Loans                   2.50%                           3.50%
Revolving Credit             2.50%                           3.50%
Loans and Swing
Line Loans
</TABLE>

<PAGE>

                                                                               2

                  (b) Section 1.1 of the Credit Agreement is hereby further
            amended by deleting clause (vi)(II) of the definition of
            "Consolidated EBITDA" in its entirety and inserting in lieu thereof
            the following:

                        "(II) additional nonrecurring losses and charges up to a
                        maximum aggregate amount of $17,000,000 in fiscal years
                        2004 and 2005 combined and $5,000,000 in each fiscal
                        year of the Company thereafter, shall be excluded."

            1.2   Amendment to Section 3.2. Section 3.2 of the Credit Agreement
is hereby amended by deleting the percentage "0.50%" and inserting in lieu
thereof the percentage "0.75%".

            1.3   Amendments to Section 8.1. (a) Section 8.1 of the Credit
Agreement is hereby amended by inserting the following new subsection (c):

                  "(c) as soon as available, but in any event not later than 25
days after the end of each month of each fiscal year of the Company (other than
the months of March, June, September and December), the unaudited consolidated
balance sheet of the Company and its Subsidiaries as at the end of such month
and the related unaudited consolidated statements of income and cash flows of
the Company and its Subsidiaries for such monthly period and the portion of the
fiscal year of the Company through such date, setting forth in each case in
comparative form the figures for the corresponding month in, and year to date
portion of, the previous year, and the figures for such periods in the budget
prepared by the Company and furnished by the Administrative Agent, certified by
the chief financial officer, controller or treasurer of the Company as being
fairly stated in all material respects;".

                  (b) Section 8.1 of the Credit Agreement is hereby further
            amended by changing subsection "(c)" of said Section to subsection
            "(d)".

                  (c) Section 8.1 of the Credit Agreement is hereby further
            amended by changing subsection "(d)" of said Section to subsection
            "(e)".

            1.4   Amendments to Section 9.7. (a) Section 9.7 of the Credit
Agreement is hereby amended by deleting in the table contained therein the rows
corresponding to the base amounts for calendar years 2004 and 2005 and inserting
in lieu thereof the following new rows:

<TABLE>
<CAPTION>
  Year or Period                   Base Amount
  --------------                   -----------
<S>                                <C>
Calendar Year 2004                 $15,000,000
Calendar Year 2005                 $15,000,000
</TABLE>

                  (b) Section 9.7 of the Credit Agreement is hereby further
            amended by inserting the following in clause (i) of said Section
            after the words "set forth above" and before the comma:

<PAGE>


                                                                               3

                  "(except for calendar years 2004 and 2005)".

            1.5   Amendment to Section 9.9. Section 9.9 of the Credit Agreement
is hereby amended by deleting in the table contained therein the rows
corresponding to the fiscal years and fiscal quarters set forth below and
inserting in lieu thereof the following new rows:

<TABLE>
<CAPTION>
FISCAL YEAR           FISCAL QUARTER               RATIO
<S>                   <C>                          <C>
   2004                   Second                   5.00
                          Third                    6.00
                          Fourth                   6.75
   2005                   First                    7.00
                          Second                   6.25
                          Third                    5.75
                          Fourth                   5.25
</TABLE>

            1.6   Amendment to Section 9.10. Section 9.10 of the Credit
Agreement is hereby amended by deleting in the table contained therein the rows
corresponding to the fiscal years and fiscal quarters set forth below and
inserting in lieu thereof the following new rows:

<TABLE>
<CAPTION>
FISCAL YEAR               FISCAL QUARTER          RATIO
<S>                       <C>                     <C>
2004                          Second              3.00
                              Third               2.50
                              Fourth              2.00
2005                          First               2.00
                              Second              2.25
                              Third               2.50
                              Fourth              2.50
</TABLE>

            1.7   Amendment to Section 9. Section 9 of the Credit Agreement is
hereby amended by adding the following new Section 9.18:

                  "Receivables Facility. Fail to cause to be maintained in
effect at all time through and including May 28, 2006, through arranging
extensions and replacements as necessary, the Receivables Facility in an amount
of not less than $50,000,000."

            1.8   Amendments to Schedule II. Schedule II is deleted in its
entirety.

            SECTION 2. CONDITIONS PRECEDENT.

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                                                                               4

            2.1   Effective Date. This First Amendment shall become effective as
of the date first set forth above (the "First Amendment Effective Date")
following the date on which all of the following conditions have been satisfied
or waived:

            (a)   Execution and Delivery. The Administrative Agent shall have
      received counterparts of this First Amendment duly executed by (i) the
      Company and the Guarantors and (ii) the Required Lenders;

            (b)   Fees and Expenses. The Administrative Agent shall have
      received (i) for the account of each Lender entitled thereto, an amendment
      fee in an amount equal to 0.25% on the sum of (x) such Lender's Revolving
      Credit Commitment Percentage of the Revolving Credit Commitments plus (y)
      such Lender's Term Loan Commitment Percentage of the Term Loan
      Commitments, in each case calculated as of the First Amendment Effective
      Date, but such fees shall be payable only (A) to each Lender that has
      delivered (including by way of facsimile or electronic mail) its executed
      signature page to this First Amendment to the attention of Mariya Vinnik,
      of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., New York, New York
      10017, telecopy number 212-455-2502, email mvinnik@stblaw.com at or prior
      to 12:00 p.m. (Eastern) on May 6, 2004, and (B) only if the Company and
      the Subsidiary Guarantors execute this First Amendment and (ii) all fees
      and accrued expenses of the Administrative Agent required to be paid by
      the Company, including without limitation, the reasonable fees,
      disbursements and other charges of Simpson Thacher & Bartlett LLP;

            2.2   Change in Pricing. The amendments set forth in Sections 1.1
and 1.2 hereof shall be effective for the period commencing on the First
Amendment Effective Date, and interest and commitment fees payable in respect of
any period prior thereto, whether due or paid prior thereto or thereafter, shall
be computed based on the Credit Agreement as in effect prior to this First
Amendment.

            SECTION 3. GENERAL.

            3.1   Representations and Warranties. In order to induce the Agents
      and the Lenders to enter into this First Amendment, the Company hereby
      represents and warrants to the Agents, the Arrangers and the Lenders that:
      (a) the audited consolidated balance sheet of Holdings and its
      consolidated Subsidiaries as of December 31, 2003 and the related
      consolidated statements of operations and of cash flows for the fiscal
      year ended on such date, audited by PricewaterhouseCoopers LLP, copies of
      which have heretofore been furnished to each Lender, present fairly in
      accordance with GAAP the consolidated financial condition of Holdings and
      its consolidated Subsidiaries as at such date, and the consolidated
      results of their operations and their consolidated cash flows for the
      fiscal year then ended. Since December 31, 2003, there has been no
      material adverse change on (i) the business, operations, property or
      financial condition of the Company and its Subsidiaries taken as a whole,
      (ii) the ability of the Company and its Subsidiaries to perform their
      obligations under the Credit Documents and with respect to the other

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                                                                               5

      financings contemplated hereby or (iii) the validity or enforceability of
      any material Credit Document or the rights and remedies of the Lenders and
      the Agents thereunder;

            (b) after giving effect to this First Amendment, the representations
      and warranties of the Company contained in the Credit Agreement, the
      Security Documents and the Notes are true and correct in all material
      respects on and as of the First Amendment Effective Date (after giving
      effect hereto) as if made on and as of the First Amendment Effective Date
      (except where such representations and warranties expressly relate to an
      earlier date in which case such representations and warranties were true
      and correct in all material respects as of such earlier date); provided
      that (x) all references to the "Credit Agreement" in any Security Document
      or Note shall be and are deemed to mean the Credit Agreement as amended
      hereby and (y) Section 6.2 of the Credit Agreement shall be deemed to read
      as set forth in the immediately preceding paragraph (a) for all purposes
      of this First Amendment and the Credit Agreement on and after the First
      Amendment Effective Date; and

            (c) each of the Company and the Guarantors has all necessary
      corporate power and authority to execute and deliver this First Amendment;
      the execution and delivery by each such party of this First Amendment have
      been duly authorized by all necessary corporate action on its part; and
      this First Amendment has been duly executed and delivered by each such
      party and constitute each such party's legal, valid and binding
      obligation, enforceable in accordance with its terms.

            3.2   Notice of Effectiveness. The Administrative Agent shall
promptly advise the Lenders and the Company that this First Amendment has become
effective and of the First Amendment Effective Date.

            3.3   APPLICABLE LAW AND JURISDICTION. THIS FIRST AMENDMENT HAS BEEN
EXECUTED AND DELIVERED IN NEW YORK, NEW YORK, AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HERETO SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            3.4   Counterparts. This First Amendment may be executed by the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

            3.5   Consent of Guarantors. Each of the Guarantors hereby consents
to the modifications to the Credit Agreement contemplated hereby.

            3.6   Successors and Assigns. This First Amendment shall be binding
upon and inure to the benefit of the Company and each of their respective
successors and assigns, and upon the Agents and the Lenders and their successors
and assigns. The execution and delivery of this First Amendment by any Lender
prior to the First Amendment Effective Date shall be binding upon its successors
and assigns and shall be effective as to any loans or commitments assigned to it
after such execution and delivery.

<PAGE>

                                                                               6

            3.7   Continuing Effect. Except as expressly amended hereby, the
Credit Agreement as amended by this First Amendment shall continue to be and
shall remain in full force and effect in accordance with its terms. This First
Amendment shall not constitute an amendment or waiver of any provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
an amendment, waiver or consent to any action on the part of the Company that
would require an amendment, waiver or consent of the Administrative Agent or the
Lenders except as expressly stated herein. Any reference to the "Credit
Agreement" in any Security Document or Note or any related documents shall be
deemed to be a reference to the Credit Agreement as amended by this First
Amendment.

            3.8   Headings. Section headings used in this First Amendment are
for convenience of reference only, are not part of this First Amendment and are
not to affect the constructions of, or to be taken into consideration in
interpreting, this First Amendment.

<PAGE>

                                                                               7

            IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.

                                         WERNER HOLDING CO. (DE), INC.

                                         By: /s/ Larry V. Friend
                                            ------------------------------------
                                             Title: Larry V. Friend
                                                    VP, CFO & Treasurer

                                         WERNER HOLDING CO. (PA), INC. as
                                         Guarantor

                                         By: /s/ Larry V. Friend
                                            ------------------------------------
                                             Title: Larry V. Friend
                                                    VP, CFO & Treasurer


                                         WERNER CO., as Guarantor

                                         By: /s/ Larry V. Friend
                                            ------------------------------------
                                             Title: Larry V. Friend
                                                    VP, CFO & Treasurer

                                         WIP TECHNOLOGIES, INC., as Guarantor

                                         By: /s/ Larry V. Friend
                                            ------------------------------------
                                             Title: Larry V. Friend
                                                    VP, CFO & Treasurer
<PAGE>


                                         JPMORGAN CHASE BANK, as Administrative
                                         Agent and as a Lender

                                         By: /s/ Neil R. Boylan
                                             _______________________________
                                             Title: Managing Director

                                         [REQUIRED LENDER]

                                         By: /s/
                                             _______________________________
                                             Title: