AMENDMENT NO. 11 AND WAIVER TO CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 11 AND WAIVER TO

CREDIT AGREEMENT

AMENDMENT NO. 11 AND WAIVER, dated as of May 12, 2008 (the “Amendment and Waiver”) to the Credit Agreement, dated as of June 30, 2004, by and among P&F INDUSTRIES, INC., a Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANUFACTURING CORPORATION, a Florida corporation (“Florida Pneumatic”), EMBASSY INDUSTRIES, INC., a New York corporation (“Embassy”), GREEN MANUFACTURING, INC., a Delaware corporation (“Green”), COUNTRYWIDE HARDWARE, INC., a Delaware corporation (“Countrywide”), NATIONWIDE INDUSTRIES, INC., a Florida corporation (“Nationwide”), WOODMARK INTERNATIONAL, L.P. , a Delaware limited partnership (“Woodmark”), PACIFIC STAIR PRODUCTS, INC. , a Delaware corporation (“Pacific”), WILP HOLDINGS, INC. , a Delaware corporation (“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 HSBC Bank USA) (collectively, the “Lenders”) and CITIBANK, N.A ., as Administrative Agent for the Lenders (as same has been and may be further amended, restated, supplemented or otherwise modified, from time to time, the “Credit Agreement”).

RECITALS

The Co-Borrowers, the Lenders and the Administrative Agent have agreed, subject to the terms and conditions of this Amendment and Waiver, to amend and waive certain provisions of the Credit Agreement as herein set forth.

Accordingly, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1.                                        Amendment.

                                                (a)                                   Section 7.13(a) of the Credit Agreement is hereby amended and restated in its entirety to provide as follows:

Fixed Charge Coverage Ratio.   Permit the ratio of (i) Consolidated EBITDA minus cash taxes paid to (ii) Consolidated Interest Expense plus Consolidated Current Maturities on Long Term Debt to be less than the ratio set forth below opposite the applicable fiscal year ending:

                                                (b)                                  The table in Section 7.13(b) of the Credit Agreement, Minimum Capital Base , is hereby amended and restated in its entirety to provide as follows: