**Exhibit 10.1****AMENDMENT NO. 2 TO CREDIT AGREEMENT****(Pennsylvania Crusher Corporation)**     AMENDMENT NO. 2, dated as of June 28, 2005, (this **“Amendment No. 2**”) among PENNSYLVANIACRUSHER CORPORATION, a Delaware corporation (the **“Borrower”);**the financial institutions referredto as “LENDERS” in the Credit Agreement referred to below (the **“Lenders”);**and National City Bank,as agent for the Lenders (together with its successors and assigns insuch capacity, the “**Agent**”.Background     The Borrower, the Lenders and the Agent entered into a certain Credit Agreement, dated as ofJanuary 3, 2003, as amended pursuant to that certain Amendment No. 1 dated as off May 12, 2003 (asso amended, the **“Existing Credit Agreement”**and the same, as it may be further amended, restated,modified and/or supplemented from time to time, the **“Credit Agreement”),**which provides for certainextensions of credit to the Borrower, subject to certain conditions.     The Borrower has requested that the Lenders agree to modify the Existing Credit Agreement toallow for a $1,000,000 dividend to be paid on or before July 15, 2005. The Agent and the Lendersare willing to make the amendments requested by the Borrower pursuant to the terms, and subject tothe conditions, specified below. Accordingly, the parties hereto agree as follows.     **SECTION 1.****DEFINITIONS.** Except as otherwise defined in this Amendment No. 2, termsdefined in the Existing Credit Agreement are used herein as defined therein.     **SECTION 2. AMENDMENTS TO EXISTING CREDIT AGREEMENT.** Subject to the satisfaction of the conditions precedent specified in Section 4 below,          2.1.1 Section 7.4 of the Existing Credit Agreement (RestrictedPayments) is amended by inserting the following paragraph (c) immediately following paragraph (b)thereof:     **(c)*****Dividend.***In addition, the Borrower may pay a cash dividend in an aggregateamount not to exceed One Million Dollars ($1,000,000) on or before July 15, 2005, solong as no Event of Default or Default exists or would be created as a result of themaking thereof.     **SECTION 3.****REPRESENTATIONS AND WARRANTIES.** In order to induce the Lenders and theAgent to agree to amend the Existing Credit Agreement in the manner set forth herein, the Borrowermakes the following representations and warranties, which shall survive the execution and deliveryof this Amendment No. 2:
 

 
          (a) As of the date hereof, no Default or Event of Default has occurredand is continuing after giving effect to the amendments contained herein; and          (b) Each of the representations and warranties set forth in the ExistingCredit Agreement and other Loan Documents is true and correct in all material respects beforeand after giving effect to the amendments and transactions contemplated hereby as though eachsuch representation and warranty were made at and as of the date hereof.     **SECTION 4. CONDITIONS PRECEDENT.**     The amendments to the Existing Credit Agreement set forth in Section 2 above, shallbecome effective upon the execution and delivery of this Amendment No. 2 by (a) the Borrower, (b)the Agent and (c) the Majority Lenders, and the execution and delivery of the acknowledgement belowby the Persons indicated thereon.     **SECTIONS. MISCELLANEOUS.**          5.1 ***Counterparts.***This Amendment No. 2 may be executed incounterparts and by different parties hereto in separate counterparts, each of which, whenexecuted and delivered, shall be deemed to be an original and all of which, when takentogether,shall constitute one and the same instrument. A photocopied or facsimile signature shall bedeemed to be the functional equivalent of a manually executed original for all purposes.          5.2 ***Ratification.***The Existing Credit Agreement, as amended by thisAmendment No. 2 and the other Loan Documents are, and shall continue to be, in full force andeffect and are hereby in all respects confirmed, approved and ratified. Without limiting thegenerality of the foregoing, the undersigned confirms the pledges and the security interestsgranted pursuant to such Loan Documents.          5.3 ***Payment of Fees and Expenses.***Without limiting other paymentobligations of the Borrower set forth in the Loan Documents, the Borrower agrees to pay allcostsand expenses incurred by the Agent in connection with the preparation, execution and deliveryofthis Amendment No. 2 and any other documents or instruments which may be delivered inconnection herewith, including, without limitation, the reasonable fees and expenses of itscounsel, Drinker Biddle & Reath LLP.          5.4 ***Authorization to Agent.***Each Lender hereby authorizes the Agentto take such action as shall be consistent with the purposes hereof and as it shall deemnecessaryor appropriate to carry out the purposes of this Amendment No. 2.          5.5 ***Governing Law.***This Amendment No. 2 shall be construed inaccordance with, and governed by, the laws of the Commonwealth of Pennsylvania, withoutregard to choice of law principles.
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          5.6 ***References.***From and after the Amendment No. 2 Effective Date, each reference inthe Credit Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and allreferences to the Credit Agreement in any and all Loan Documents, other agreements, instruments,documents, certificates and writings of every kind and nature, shall be deemed to mean the ExistingCredit Agreement as modified and amended by this Amendment No. 2 and as the same may be furtheramended, modified or supplemented in accordance with the terms thereof.
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     IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 2 to be dulyexecuted by their respective, duly authorized officers as of the date first above written.**BORROWER:**       **PENNSYLVANIA CRUSHER CORPORATION**       By: /s/ Ronald R. Remick       Name: Ronald R. Remick  Title: Vice President and Treasurer
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AGENT AND LENDERS:       **NATIONAL CITY BANK,** in its capacity as Agent and a Lender       By /s/ Laura J. Rowley       Name: Laura J. Rowley  Title: Vice President
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**Acknowledgement**Each of the undersigned acknowledges theforegoing amendment and confirms its obligationsunder each of the Loan Documents to which it is aparty, provided, however, it is agreed thatthe consent of the undersigned is not required toamend the Credit Agreement or any Loan Documentexcept where it is a party to such Loan Document.     **JEFFREY SPECIALTY EQUIPMENT CORPORATION**     By: /s/ Ronald R. Remick     Name: Ronald R. Remick  Title: Vice President and Treasurer       **K-TRON INVESTMENT CO.**       By: /s/ Edward B. Cloues, II     Name: Edward B. Cloues, II  Title: Chairman and President       **K-TRON INTERNATIONAL INC.**       By: /s/ Edward B. Cloues, II     Name: Edward B. Cloues, II  Title: Chairman and Chief Executive Officer  
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