exv10w1



 





Exhibit 10.1




EXECUTION COPY




AMENDMENT NO. 1




TO




THIRD AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of June 28, 2006




          THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is made as
of the “Amendment Effective Date” (as defined below) by and among GARDNER DENVER, INC. (the
“Borrower”), GD First (UK) Limited, a limited company organized under the laws of England and Wales
(the “UK Borrower”), and Gardner Denver Holdings GmbH & Co. KG, a limited partnership organized
under the laws of Germany (the “German Borrower,” and together with the Borrower and the UK
Borrower, the “Borrowers”), the financial institutions listed on the signature pages hereof as
lenders (the “Lenders”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (successor by merger to Bank
One, NA, having its main office in Chicago, Illinois), individually as a Lender, as LC Issuer, and
Swing Line Lender and as agent (the “Agent”) for the Lenders under that certain Third Amended and
Restated Credit Agreement dated as of May 13, 2005 by and among the Borrowers, the Lenders and the
Agent, (as such may be amended, restated, supplemented or otherwise modified, the “Credit
Agreement”). Defined terms used herein and not otherwise defined herein shall have the meaning
given to them in the Credit Agreement.




WITNESSETH




          WHEREAS, the Borrowers, the Lenders, the LC Issuer, the Swing Line Lender and the Agent are
parties to the Credit Agreement;




          WHEREAS, the Borrowers have requested that the Lenders amend Sections 6.14 and
6.15 of the Credit Agreement; and




          WHEREAS, the Lenders party hereto and the Agent are willing to amend the Credit Agreement, in
each case on the terms and conditions set forth herein;




          NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrowers, the Lenders and the Agent have agreed to the following:




     1. Amendment to Credit Agreement. Effective as of the Amendment Effective Date and
subject to the satisfaction of the conditions precedent set forth in Section 2 below, the
Credit Agreement is hereby amended as follows:



 









 





          1.1. Section 6.14 of the Credit Agreement is hereby amended to (a) renumber the second
clause “(vi)” appearing therein as a new clause “(vii)”, (b) delete the word “and” before such new
clause (vii) and (c) to add the following new clause (viii) immediately after such new clause
(vii):





“and (viii) the transfer of Property from one Subsidiary to another
Wholly-Owned Subsidiary; which is a Domestic Subsidiary or (b) one Foreign
Subsidiary to another Wholly Owned Subsidiary which is a Foreign Subsidiary.



          1.2. Section 6.15(xi) of the Credit Agreement is hereby amended and restated as
follows:




     "(xi) Acquisitions of other Persons made by the Borrower or a Subsidiary where:




	 	(a)	 	upon giving effect to each such Acquisition (1) the Person so acquired by
the Borrower shall have either been merged into the Borrower or such Subsidiary
(with the Borrower or such Subsidiary as the surviving entity) or such Person
shall have become a Wholly-Owned Subsidiary of the Borrower (and the Borrower
shall have complied with Section 6.10 in respect of such Subsidiary) and
(2) no Default or Unmatured Default does exist or would exist after giving
effect to the proposed Acquisition; and
	 
	 	(b)	 	prior to the date of such Acquisition, such Acquisition shall have been
approved by the board of directors and, if applicable, the shareholders of the
Person whose stock or assets are being acquired in connection with such
Acquisition and no claim or challenge has been asserted or threatened by any
shareholder or director of such Person which could reasonably be expected to
have a material adverse effect on such Acquisition or a Material Adverse Effect;
and
	 
	 	(c)	 	if the aggregate consideration to be paid by the Borrower and its
Subsidiaries is greater than $50,000,000, then the Borrower shall have supplied
the Lenders, at least 10 days prior to any such proposed Acquisition, with
financial statements for the Person to be acquired for the most recently
available twelve month period and pro forma financial statements for such Person
and the Borrower on a consolidated basis, in a manner acceptable to the Agent,
which shall demonstrate in the reasonable judgment of the Agent that, if such
Acquisition were to be consummated, the Leverage Ratio would not exceed (i) 4.00
to 1.0 for the four-quarter periods ending on or before September 30, 2006, (ii)
3.75 to 1.0 for the four-quarter periods ending on or before September 30, 2008
and (iii) 3.50 to 1.0 for the four-quarter periods ending on December 31, 2008
and at the end of each fiscal quarter thereafter (it being understood and agreed
that if such historic and pro forma financial statements demonstrate, in the
reasonable judgment of the Agent, that the Leverage Ratio would exceed these
limits, the Required Lenders’ consent shall be required for consummation of the
proposed Acquisition).”




2









 












          1.3. Section 6.19 of the Credit Agreement is hereby amended to delete the word “and”
before clause (iii) thereof and to add the following clause (iv) immediately after clause (iii):





“and (iv) pursuant to transactions expressly permitted elsewhere under this
Agreement.”



     2. Conditions of Effectiveness. This Amendment shall become effective and be deemed
effective as of the date of satisfaction of the following conditions (the “Amendment Effective
Date”), if, and only if, the Agent shall have received each of the following:




     (a) duly executed signature pages of this Amendment from the Borrowers and the Required
Lenders;




          (b) a reaffirmation from the Borrower of the Parent Guaranty and from each of the
Borrower’s Subsidiaries which are parties to a Subsidiary Guaranty in the form of
Exhibit A attached hereto and made a part hereof; and




     (c) such other documents, instruments and agreements as the Agent may reasonably
request.



     3. Representations and Warranties of the Borrowers. The Borrowers hereby represent and
warrant as follows:




          (a) This Amendment and the Credit Agreement as previously executed and as amended
hereby, constitute legal, valid and binding obligations of the Borrowers and are enforceable
against the Borrowers in accordance with their terms.




          (b) Upon the effectiveness of this Amendment, the Borrowers hereby reaffirm all
covenants, representations and warranties made in the Credit Agreement and other Credit
Documents, to the extent the same are not amended hereby, and agree that all such covenants,
representations and warranties shall be deemed to have been remade as of the effective date
of this Amendment.




          (c) No Default or Unmatured Default has occurred and is continuing under the Credit
Agreement.



     4. Reference to the Effect on the Credit Agreement.





          (a) Upon the effectiveness of this Amendment, on and after the date hereof, each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or
words of like import shall mean and be a reference to the Credit Agreement, as amended
previously and as amended hereby.




          (b) Except as previously modified in writing, and as specifically amended above, the
Credit Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect, and are hereby
ratified and confirmed.



3









 






     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Agent or any of the Lenders, nor constitute a
waiver of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.



     5. Costs and Expenses. The Borrowers agree to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and expenses charged to the Agent) incurred by
the Agent in connection with the preparation, arrangement, execution and enforcement of this
Amendment.



     6. Governing Law. This Amendment shall be governed by and construed in accordance
with the internal laws (as opposed to the conflict of law provisions) of the State of Illinois, but
giving effect to federal laws applicable to national banks.



     7. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.



     8. Counterparts. This Amendment may be executed by one or more of the parties to the
Amendment on any number of separate counterparts and all of said counterparts taken together shall
be deemed to constitute one and the same instrument. A facsimile signature page hereto sent to the
Agent or the Agent’s counsel shall be effective as a counterpart signature and each party executing
such a facsimile counterpart shall be deemed to agree to deliver originals to the Agent thereof.



4









 





     IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the day and year first
above written.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	GARDNER DENVER, INC., as a Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Helen W. Cornell 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:
	 	Helen W. Cornell	 	 
	 

	 	Title:
	 	Vice President, Finance and CFO	 	 
	 
	 	 	 	 	 	 
	 	 	GD FIRST (UK) LIMITED, as a Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Helen W. Cornell 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:
	 	Helen W. Cornell	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	GARDNER DENVER HOLDINGS GMBH & CO. KG, as a Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Thomas Kurth 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas Kurth	 	 
	 

	 	Title:
	 	Managing Director/Geschäftsführer
Gardner Denver Holdings Verwaltungs GmbH,
General Partner of Gardner Denver Holdings GmbH & Co.
KG	 	 






Signature Page to Amendment and Waiver No. 1

June 2006

Gardner Denver, Inc.




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (successor by merger to Bank One, NA
(Main Office Chicago)),
Individually as a Lender, as a LC Issuer, the Swing Line Lender and as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Suzanne Ergastolo 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Suzanne Ergastolo 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	BEAR STEARNS CORPORATE LENDING INC.,
Individually as a Lender and as Syndication Agent for the Term Loan Facility	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Victor Bulzacchelli	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Victor Bulzacchelli	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK,
NATIONAL ASSOCIATION,
Individually as a Lender and as Syndication Agent for the Revolving Loan
Facility	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ C. Jeffrey Seaton	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	C. Jeffrey Seaton	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	HARRIS N.A., formerly known as Harris Trust and Savings Bank, Individually as a
Lender and as
a Co-Documentation Agent for the Revolving Loan Facility	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thad D. Rasche	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Thad D. Rasche	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 






Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK OF THE MIDWEST,
Individually as a Lender and as
a Co-Documentation Agent for the Revolving Loan Facility	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jennifer L. Kofod	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Jennifer L. Kofod	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 






Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION,
Individually as a Lender and as a Co-Documentation Agent for the Revolving Loan
Facility	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas J. Purcell	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Thomas J. Purcell	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 







	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kazuya Matsushita	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Kazuya Matsushita	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	General Manager	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Karen Meyer	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Karen Meyer	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 








	 	 	 	 	 	 	 
	 	 	NORDEA BANK FINLAND plc,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Henrik M. Steffensen	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Henrik M. Steffensen	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gerald E. Chelius, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Gerald E. Chelius, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	SVP Credit	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	SCOTIABANC INC.,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ M. D. Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	M. D. Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Assistant Vice President and
Treasurer	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert M. Sandler	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Robert M. Sandler	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Oscar D. Johnson, Sr. 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Oscar D. Johnson, Sr. 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	FIRST BANK,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Keith M. Schmeider 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Keith M. Schmeider 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	ASSOCIATED BANK, N.A.,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jason R. Hickey 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Jason R. Hickey 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	GUARANTY BANK,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Hays 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Robert S. Hays 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	BNP PARIBAS,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Tim King 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Tim King 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gaye C. Plunkett 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Gaye C. Plunkett 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 







	 	 	 	 	 	 	 
	 	 	BAYERISCHE HYPO- UND VEREINSBANK 
AG, NEW YORK BRANCH,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ken Hamilton	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Ken Hamilton	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Shannon Batchman	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Shannon Batchman	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	MERCANTILE TRUST & SAVINGS BANK,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard J. Halter	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Richard J. Halter	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President Credit Administration	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	KBC BANK, NV,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bruce Wicks	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Bruce Wicks	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	First Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.




 









 








EXHIBIT A




REAFFIRMATION




          Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1
dated June 28, 2006 (the “Amendment”) in connection with that certain Credit Agreement
dated as of May 13, 2005 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”) among Gardner Denver, Inc., a Delaware
corporation, GD First (UK) Limited, a limited company organized under the laws of England and
Wales, and Gardner Denver Holdings GmbH & Co. KG, a limited partnership organized under the laws of
Germany, the institutions from time to time parties to that certain Credit Agreement as Lenders and
JPMorgan Chase Bank, National Association, as successor by merger to Bank One, NA, as an LC Issuer,
the Swing Line Lender and as Agent for the Lenders. Capitalized terms used in this Reaffirmation
and not defined herein shall have the meanings given to them in the Credit Agreement. Without in
any way establishing a course of dealing by the Agent or any Lender, each of the undersigned
consents to the Amendment and reaffirms the terms and conditions of the Parent Guaranty, the
Subsidiary Guaranty and any other Credit Document executed by it and acknowledges and agrees that
such agreement and each and every such Credit Document executed by the undersigned in connection
with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and
confirmed. All references to the Credit Agreement contained in the above-referenced documents
shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may
from time to time hereafter be amended, modified or restated.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	GARDNER DENVER, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Helen W. Cornell	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Helen W. Cornell	 	 
	 	 	Title: Vice President, Finance and CFO	 	 
	 
	 	 	 	 	 	 
	 	 	GARDNER DENVER INTERNATIONAL, INC.

ALLEN-STUART EQUIPMENT COMPANY, INC.

GARDNER DENVER WATER JETTING SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Helen W. Cornell	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Helen W. Cornell	 	 
	 	 	Title: Chairman	 	 





Signature Page to Amendment and Waiver No. 1

June 2006

Gardner Denver, Inc.




 









 






	 	 	 	 	 	 	 
	 	 	GARDNER DENVER HOLDINGS INC.

AIR-RELIEF, INC.

GARDNER DENVER NASH LLC

EMCO WHEATON USA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Helen W. Cornell	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Helen W. Cornell	 	 
	 	 	Title: Vice President, Finance	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.




 









 






	 	 	 	 	 	 	 
	 	 	TCM INVESTMENTS, INC.

THOMAS INDUSTRIES INC.

THOMAS INDUSTRIES ASIA PACIFIC,
INC.

THOMAS-OBERDORFER PUMPS, INC.

RIETSCHLE THOMAS HANOVER, INC.

GARDNER DENVER THOMAS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Helen W. Cornell	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Helen W. Cornell	 	 
	 	 	Title: President	 	 





Signature Page to Amendment No. 1

June 2006

Gardner Denver, Inc.