FIRST AMENDMENT AND WAIVER UNDER CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT AND WAIVER UNDER CREDIT AGREEMENT

This FIRST AMENDMENT AND WAIVER UNDER CREDIT AGREEMENT (the “ Amendment ”), dated this 12 day of August, 2009, is by and among SL INDUSTRIES, INC., a New Jersey corporation (“ Parent Borrower ”), the Subsidiaries of the Parent Borrower party hereto (each a “ Subsidiary Borrower ” and collectively, the “ Subsidiary Borrowers ” and together with the Parent Borrower, each a “ Borrower ” and collectively, the “ Borrowers ”), the lenders party hereto, being not less than the Majority Lenders (the “ Amendment Lenders ”), and BANK OF AMERICA, N.A., a national banking association (acting in its capacity as administrative agent for the Lenders, the “ Agent ”).

BACKGROUND

A. Pursuant to that certain Amended and Restated Revolving Credit Agreement entered into as of October 23, 2008, by and among the Borrowers, the Lenders, and the Administrative Agent (as amended, modified, restated or otherwise supplemented from time to time, the “ Credit Agreement ”), the Lenders agreed, inter alia , to extend to the Borrowers a revolving credit facility of Sixty Million Dollars ($60,000,000).

B. The Parent Borrower has advised the Agent that the Borrowers failed to meet, for the fiscal quarter ending on June 30, 2009, the Interest Coverage Ratio of not less than 2:50 to 1:00 as of the end of each fiscal quarter as set forth in Section 7.1(b) of the Credit Agreement, and as reported in the compliance certificate delivered on August 10, 2009 and such failure resulted in an Event of Default under Section 10.1(d)(i) of the Credit Agreement (the “ Specified Default ”).

C. The Borrowers have requested, and the Amendment Lenders have agreed, upon the terms and subject to the conditions set forth herein, to: (i) waive the Specified Default; (ii) make certain amendments to the Interest Coverage Ratio and calculation thereof; (iii) reduce the Commitment from $60,000,000 to $40,000,000; (iv) increase the Commitment Fee Margin; and (v) make certain other amendments to the Credit Agreement as hereinafter provided.

Now, therefore, for value received, and in consideration of Loans made or to be made, and other credit accommodations given or to be given, to the Borrowers by the Lenders from time to time, each Borrower, each Amendment Lender and the Agent hereby agree as follows:

1.  Definitions . Except as expressly set forth herein, all capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

2.  Waiver of the Specified Default . On the terms and subject to the conditions of this Amendment, the Amendment Lenders hereby waive the Specified Default for the fiscal quarter ending on June 28, 2009. Notwithstanding the foregoing, neither the Amendment Lenders’ waiver of the Specified Default, nor any communication between the Agent, Lenders and the Borrowers or any party’s respective officers, agents, employees or representatives shall be deemed to constitute a waiver of: (i) any Default or Event of Default existing under the Loan Documents, whether now existing or hereafter arising under the Loan Documents, other than the Specified Default; (ii) the ongoing obligations of the Loan Parties to comply with the Credit Agreement and the other Loan Documents, as amended hereby; or (iii) any rights or remedies which the Agent and Lenders have against the Loan Parties under the Credit Agreement, the other Loan Documents and/or applicable law, with respect to any Default or Event of Default, other than rights and remedies which directly result from the occurrence and existence of the Specified Default. The Agent and the Lenders hereby reserve and preserve all of their rights and remedies against the Loan Parties under the Credit Agreement and other Loan Documents and under applicable law, other than the right to exercise remedies based upon the occurrence and existence of the Specified Default.

3.  Schedule A to the Credit Agreement . Schedule A to the Credit Agreement (being the Commitments of the Lenders) is hereby amended and restated to be in the form of Schedule A attached hereto.

4.  Amendment to Section 7.1(b) of the Credit Agreement . Section 7.1(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(b) Minimum Interest Coverage Ratio . As of any fiscal quarter end, with the exception of the fiscal quarter ending on September 30, 2009, the Interest Coverage ratio shall not be less than 2:50 to 1:00. As of the fiscal quarter ending on September 30, 2009, the Interest Coverage Ratio shall not be less than 1:00 to 1:00.

5. Amendments to Section 11.1 of the Credit Agreement .

(a) The definition of “Commitment” is hereby amended and restated in its entirety as follows:

“ Commitment ” means the obligations of the Lenders pursuant to the terms hereof to make Revolving Credit Loans to the Borrowers in the aggregate principal amount outstanding at any time not to exceed Forty Million Dollars ($40,000,000), from time to time until the Termination Date. The amount of the Commitment may be reduced pursuant to the terms hereof.

(b) The definition of “Commitment Fee Margin” is hereby amended to amend and restate the table contained therein in its entirety as follows:

(c) The definition of “Interest Coverage Ratio”