exv10w2



 





Exhibit 10.2




EXECUTION COPY




AMENDMENT NO. 2




TO




THIRD AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of August 16, 2006




          THIS AMENDMENT NO. 2 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 the Credit Agreement in certain
respects; 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. The definition of “Applicable Facility Fee” contained in Article I of the Credit
Agreement is hereby amended in its entirety to read as follows:





     ”Applicable Facility Fee” means for any day, the percentage rate per annum set forth
below opposite the Leverage Ratio in effect on such day:



	 	 	 	 	 
	Leverage	 	Applicable
	Ratio:	 	Facility Fee:
	 	 	But Less than	 	 
	Greater than	 	or Equal to	 	 
	—
	 	1.5	 	0.150%
	1.5
	 	2.0	 	0.175%
	2.0
	 	2.5	 	0.200%
	2.5
	 	3.0	 	0.225%
	3.0
	 	3.5	 	0.250%
	3.5
	 	—	 	0.300%







The Applicable Facility Fee shall be adjusted (upward or downward) effective five Business
Days after the Agent has received (and such adjustment, if any, shall be based upon) the
Borrower’s compliance certificate delivered with the Borrower’s financial statements
pursuant to clauses (i) and (ii) of Section 6.1; provided,
however, that before receipt by the Agent of the Borrower’s compliance certificate
delivered with the Borrower’s financial statements pursuant to clauses (i) and
(ii) of Section 6.1 for the fiscal quarter ending June 30, 2006, the
Applicable Facility Fee shall be 0.225% per annum; and provided, further,
that if the Borrower fails to deliver to the Agent a compliance certificate and financial
statements pursuant to clauses (i) and (ii) of Section 6.1 for any
reason, then the Applicable Facility Fee shall be 0.300%, effective until five Business Days
after such compliance certificate and financial statements are received by the Agent.



          1.2. The definition of “Applicable Margin” contained Article I of the Credit Agreement
is hereby amended in its entirety to read as follows:





     ”Applicable Margin” means, with respect to a Loan for any day, the applicable
percentage rate per annum set forth below opposite the Leverage Ratio in effect on such day:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Applicable Margin:
	Leverage Ratio:	 	Eurocurrency Loans	 	Eurocurrency Loans	 	 
	 	 	But Less than	 	which are Revolving	 	which are Term	 	 
	Greater than	 	or Equal to	 	Loans	 	Loans	 	Floating Rate Loans
	—
	 	1.5	 	0.60%	 	0.75%	 	0%
	1.5
	 	2.0	 	0.70%	 	0.875%	 	0%
	2.0
	 	2.5	 	0.80%	 	1.00%	 	0%
	2.5
	 	3.0	 	0.90%	 	1.125%	 	0%
	3.0
	 	3.5	 	1.00%	 	1.25%	 	0.25%
	3.5
	 	—	 	1.20%	 	1.50%	 	0.50%






2









 











The Applicable Margin for new as well as outstanding Loans shall be adjusted (upward or
downward) effective five Business Days after the Agent has received (and such adjustment, if
any, shall be based upon) the Borrower’s compliance certificate delivered with the
Borrower’s financial statements pursuant to clauses (i) and (ii) of
Section 6.1; provided, however, that before receipt by the Agent of
the Borrower’s compliance certificate delivered with the Borrower’s financial statements
pursuant to clauses (i) and (ii) of Section 6.1 for the fiscal
quarter ending June 30, 2006, the Applicable Margin for (a) Eurocurrency Loans which are
Revolving Loans shall be 0.90%, (b) Eurocurrency Loans which are Term Loans shall be 1.125%
and (c) Floating Rate Loans shall be 0%; and provided, further, that if the
Borrower fails to deliver to the Agent a compliance certificate and financial statements
pursuant to clauses (i) and (ii) of Section 6.1 for any reason, then
the Applicable Margin for (a) Eurocurrency Loans which are Revolving Loans shall be 1.20%,
(b) Eurocurrency Loans which are Term Loans shall be 1.50% and (c) Floating Rate Loans shall
be 0.50%, in each case effective until five Business Days after such compliance certificate
and financial statements are received by the Agent.



          1.3. The definition of “Consolidated Net Worth” contained in Article I of the Credit
Agreement is hereby amended and restated in its entirety as set forth below:





     ”Consolidated Net Worth” means, as of any date of determination, the consolidated total
stockholders’ equity (including capital stock, additional paid-in capital and retained
earnings but excluding the effects of any non-cash adjustments caused by the implementation
of the proposed amendments to Financial Accounting Standards No. 87 (Employers’ Accounting
for Pensions) and Financial Accounting Standards No. 106 (Employers’ Accounting for
Postretirement Benefits Other than Pensions) pursuant to which, inter alia, the Borrower may
be required to recognize its actual unfunded pension liability on its balance sheet) of the
Borrower and its Subsidiaries determined in accordance with Agreement Accounting Principles.



          1.4. The definition of “Maximum Foreign Currency Amount” contained in Article I of the
Credit Agreement is hereby amended to delete the reference to “$150,000,000” therein and substitute
“$225,000,000” in lieu thereof.




          1.5. The definition of “Maximum Non-U.S. Subsidiary Borrower Amount” contained in Article
I of the Credit Agreement is hereby amended to delete the reference to “$100,000,000” therein
and substitute “$200,000,000” in lieu thereof.




          1.6. The definition of “Revolving Loan Termination Date” contained in Article I of the
Credit Agreement is hereby amended to delete the reference to “September 1, 2009” therein and
substitute “July 1, 2010” in lieu thereof.




3









 








          1.7. Section 2.27 of the Credit Agreement is hereby amended to delete the reference to
“$325,000,000” therein and substitute “$425,000,000” in lieu thereof.




          1.8. The Revolving Loan Commitment of each Revolving Loan Lender and the outstanding Term
Loans of each Term Loan Lender on the Amendment Effective Date are set forth on Annex I to
this Amendment.




          1.9. Schedule 8 of the Credit Agreement is hereby amended in its entirety pursuant to
Annex II hereto.




     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 each of the
Lenders (including each hereinafter-defined Departing Lender);




     (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;




     (c) (i) for the ratable account of each Lender (other than a Departing Lender), an
amendment fee equal to 0.05% of the sum of such Lender’s Revolving Loan Commitment and
outstanding Term Loans, in each case after giving effect to this Amendment and (ii) payment
and/or reimbursement of the Agent’s and Amended Facility Arranger’s fees and expenses
(including reasonable fees and expenses of counsel) in connection with this Amendment; and




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



     3. Acknowledgement and Consent with Respect to Departing Lenders. Each of the
Borrowers and each Lender, including, without limitation, each Lender identified on the signature
pages hereto as a “Departing Lender”, hereby acknowledges and agrees that, notwithstanding any
provisions to the contrary in the Credit Agreement (including the limitations on reductions of the
Aggregate Revolving Loan Commitment in Section 2.7(c) and the limitations on assignments or
transfers of interests under the Credit Agreement set forth in Sections 12.1, 12.2
and 12.3), on the effective date hereof, and subject to any such Departing Lender’s receipt
of payment in full of the Loans and other amounts at such time owing to it under the Credit
Agreement, (a) the Commitments shall be amended and restated in their entirety pursuant to
Section 1.8 above, (b) each Departing Lender’s Revolving Loan Commitment under the Credit
Agreement (including all of its participation interests in existing Swing Line Loans and Letters of
Credit and its obligation to participate in additional Swing Line Loans and Letters of Credit)
shall automatically be deemed terminated and the only Revolving Loan Commitments on the effective
date shall be those identified on the commitment schedule attached hereto as Annex I
hereto; (c) such Departing Lender shall have no further rights or obligations as a Lender under the
Credit Agreement and shall cease to be a party thereto (but shall continue to be entitled to the
benefits of Article III and Section 9.7 of the Credit Agreement); and (d) the
consent of



4









 







such Departing Lender shall be limited to the acknowledgements and agreements set forth in
this Section 3 and shall not be required as a condition to the effectiveness of any other
amendments set forth herein.



     4. 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 (except to the extent such representations or warranties specifically
relate to any earlier date, in which case such representations and warranties shall have
been true and correct as of such earlier date).




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



     5. 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.




     (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.



     6. 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.



     7. 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.



5









 





     8. 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.



     9. 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.



*******




6









 







          IN WITNESS WHEREOF, this Amendment 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 No. 2

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. 2

Gardner Denver, Inc.



 









 






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

	 	By:	 	/s/ Richard Bram Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Richard Bram Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 




 Signature Page to Amendment No. 2

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. 2

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 Rasche	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Thad Rasche	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

Gardner Denver, Inc.



 









 







	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK,

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. 2

Gardner Denver, Inc.



 









 






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

	 	By:	 	/s/ Mary K. Young	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Mary K. Young	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 





 




Signature Page to Amendment No. 2

Gardner Denver, Inc.








 






	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH (f/k/a The Bank of
Tokyo-Mitsubishi, Ltd., Chicago Branch),
Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Tsuguyuki Umene	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Tsuguyuki Umene	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Deputy General Manager	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

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. 2

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	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Gerald E. Chelius	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	SVP Credit	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	SCOTIABANC INC.,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ N. Bell	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	N. Bell	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Sr. Manager	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Louis D. Serio	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Louis D. Serio	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert M. Sander	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Robert M. Sander	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

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. 2

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	FIRST BANK,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Keith M. Schmeider	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Keith M. Schmeider	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

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. 2

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. 2

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/   Richard
Cordover	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Richard
Cordover	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	KBC BANK, NV,

Individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/   Jean-Pierre
Diels	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Jean-Pierre
Diels	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	First Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/   William
Cavenaugh	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	William
Cavenaugh	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

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. 2

Gardner Denver, Inc.



 









 






	 	 	 	 	 	 	 
	 	 	Solely with respect to
the acknowledgements and agreements set forth in Section
3 of this Amendment	 	 
	 
	 	 	 	 	 	 
	 	 	MERCANTILE TRUST & SAVINGS BANK,
as a Departing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/   Richard J.
Halter	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Richard J.
Halter	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President — Credit
Administrator	 	 
	 

	 	 	 	 	 	 





 Signature Page to Amendment No. 2

Gardner Denver, Inc.



 









 








	 	 	 	 	 	 	 
	 	 	Solely with respect to
the acknowledgements and agreements set forth in Section
3 of this Amendment	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS,

as a Departing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/   Andrew Strait	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Andrew Strait	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/   Christopher S.
Grumboski	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Christopher S.
Grumboski	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

Gardner Denver, Inc.



 









 









	 	 	 	 	 	 	 
	 	 	Solely with respect to
the acknowledgements and agreements set forth in Section
3 of this Amendment	 	 
	 
	 	 	 	 	 	 
	 	 	ASSOCIATED BANK, N.A.,

as a Departing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/   Daniel
Holzhauer	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Daniel
Holzhauer	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 2

Gardner Denver, Inc.



 









 






EXHIBIT A




REAFFIRMATION




     Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2
dated August 16, 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.



Dated as of August 16, 2006




[Signature pages follow]





 









 








	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	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 Reaffirmation with respect to Amendment No. 2

Gardner Denver, Inc.





 









 









ANNEX I




Revolving Loan Commitments and outstanding Term Loans




	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loan	 	Outstanding Term
	Lender	 	Commitment	 	Loans
	JPMorgan Chase Bank, N.A.
	 	$	22,900,000.00	 	 	$	17,653,846.18	 
	Bear Stearns Corporate Lending Inc.
	 	$	6,000,000.00	 	 	$	22,230,769.23	 
	Wachovia Bank, National Association
	 	$	19,200,000.00	 	 	$	13,076,923.07	 
	Harris N.A.
	 	$	19,200,000.00	 	 	$	13,076,923.07	 
	National City Bank
	 	$	20,000,000.00	 	 	$	16,000,000.00	 
	KeyBank National Association
	 	$	16,700,000.00	 	 	$	9,766,309.65	 
	U.S. Bank National Association
	 	$	17,500,000.00	 	 	$	17,041,382.67	 
	The Bank of TokyoMitsubishi UFJ,
Ltd., Chicago Branch
	 	$	17,500,000.00	 	 	$	20,000,000.00	 
	Nordea Bank Finland plc
	 	$	15,500,000.00	 	 	$	15,000,000.00	 
	Scotiabanc Inc.
	 	$	15,000,000.00	 	 	$	9,807,692.31	 
	The Bank of New York
	 	$	12,000,000.00	 	 	$	8,500,000.00	 
	Fifth Third Bank
	 	$	12,000,000.00	 	 	$	6,538,461.54	 
	LaSalle Bank National Association
	 	$	12,500,000.00	 	 	$	8,000,000.00	 
	First Bank
	 	$	9,000,000.00	 	 	$	7,192,307.69	 
	Bank of America, N.A.
	 	$	4,000,000.00	 	 	$	19,000,000.00	 
	Guaranty Bank
	 	$	0.00	 	 	$	13,076,923.07	 
	Bayerische
Hypo-Und Vereinsbank,
AG, New York Branch
	 	$	2,000,000.00	 	 	$	15,500,000.00	 
	KBC Bank, NV
	 	$	2,000,000.00	 	 	$	8,500,000.00	 
	HSBC Bank USA, National Association
	 	$	2,000,000.00	 	 	$	8,500,000.00	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	225,000,000	 	 	$	248,461,538.48	 
	 
	 	 	 	 	 	 	 	 







 









 








ANNEX II




Existing Investments




Attached