Exhibit 10.2.1

                               THIRD AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

                                          May 15, 2006

PEI Holdings, Inc.
680 North Lakeshore Drive
Chicago, Illinois 60611

Ladies and Gentlemen:

            Reference is hereby made to that certain Amended and Restated Credit
Agreement,  dated as of April 1,  2005,  among PEI  Holdings,  Inc.,  a Delaware
corporation  ("Borrower"),  the financial  institutions  from time to time party
thereto (the  "Lenders"),  and Bank of America,  N.A.,  as Agent for the Lenders
("Agent") (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit  Agreement").  Unless  otherwise  defined herein,  capitalized
terms used herein shall have the  meanings  provided to such terms in the Credit
Agreement.

            Borrower  has  requested  that Agent and Lenders  agree to amend the
Credit Agreement in certain respects,  and Agent and Lenders have agreed to such
amendments, on the terms, and subject to the conditions, contained herein.

            Therefore, Borrower, Agent and Lenders hereby agree as follows:

            1. Amendment to Credit Agreement. Subject to the satisfaction of the
conditions set forth in Section 3 hereof, the Credit Agreement is hereby amended
by  supplementing  the schedules  attached  thereto with the  information in the
schedules attached hereto.

            2. Scope.  Except as amended hereby,  the Credit  Agreement  remains
unchanged and in full force and effect.

            3.  Effectiveness.  This Third  Amendment  to Amended  and  Restated
Credit Agreement (this  "Amendment") shall be effective upon receipt by Agent of
fully executed  originals of this  Amendment and each other  document  listed in
Part IV of the Closing Checklist attached as Exhibit A hereto.

            4.  Severability.  If any  provision of this  Amendment or the other
Loan  Documents  is  held  to be  illegal,  invalid  or  unenforceable,  (a) the
legality,  validity  and  enforceability  of the  remaining  provisions  of this
Amendment and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties  shall  endeavor in good faith  negotiations  to replace the
illegal, invalid, or unenforceable provisions with valid provisions

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the economic  effect of which comes as close as possible to that of the illegal,
invalid  or  unenforceable  provisions.  The  invalidity  of  a  provision  in a
particular  jurisdiction  shall  not  invalidate  or render  unenforceable  such
provision in any other jurisdiction.

            5.  Counterparts.  This  Amendment  may be  executed  in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.

            6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF ILLINOIS  APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED  ENTIRELY  WITHIN SUCH STATE;  PROVIDED THAT  BORROWER,
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                        [Signatures follow on next page.]


                                      -2-
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                                        Very truly yours,


                                        BANK OF AMERICA, N.A., as Agent

                                        By David A. Johanson
                                        Its Vice President


                                        BANK OF AMERICA, N.A., as a Lender

                                        By Craig W. McQuire
                                        Its Senior Vice President


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as a Lender

                                        By Illegible
                                        Its Assistant Vice President

ACKNOWLEDGED AND AGREED TO
THIS 15th DAY OF MAY 2006:

PEI HOLDINGS, INC., as Borrower


By Robert Campbell
Its Treasurer


Signature Page to Third Amendment to
A/R Credit Agreement

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                                    EXHIBIT A
                                CLOSING CHECKLIST

                                  See attached.

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                          SCHEDULES TO CREDIT AGREEMENT