**Exhibit 10.14****FIRST AMENDMENT TO CREDIT AGREEMENT**     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “***Amendment***”) is entered into as ofNovember 7, 2005 (the “***Effective Date***”) among Powell Industries, Inc., a Delaware corporation(“***Parent***”), Switchgear & Instrumentation Ltd., an entity organized under the laws of England andWales (formerly known as Inhoco 3210 Limited, “***Inhoco***”), Switchgear & Instrumentation PropertiesLimited, an entity organized under the laws of England and Wales (“***SI Properties***” and together withInhoco, “***UK Borrower***”), Bank of America, N.A., a national banking association, as Agent, Swing LineLender and L/C Issuer under the Credit Agreement (in such capacity as administrative agent,together with its successors in such capacity, “***Agent***”), and each lender from time to time party tothe Credit Agreement (collectively, “***Lenders***” and individually, a “***Lender***”). Capitalized termsused but not defined in this Amendment have the meaning given them in the Credit Agreement (definedbelow).**RECITALS**     A. Parent, Inhoco, and SI Properties, as borrowers (each a “***Borrower***” and collectively“***Borrowers***”), Agent and Lenders entered into that certain Credit Agreement dated as of June 29,2005 (as amended, restated or supplemented the “***Credit Agreement***”).     B. Borrowers, Agent and Lenders have agreed to amend the Credit Agreement, subject to theterms and conditions of this Amendment.     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which areacknowledged, the undersigned hereby agree as follows:     1. Amendments to Credit Agreement. The Credit Agreement is amended as set forth belowas of the Effective Date:     (a) ***Section 1.01***of the Credit Agreement is amended to add the following new definitionin its appropriate alphabetical order:***Approved Period***means the period commencing on the Closing Date andending on December 31, 2006 (such period may be extended ifrequested by UK Borrower and if the Required Lenders agree, in theirsole discretion, to an extension in writing).***HSBC Bond Facility***means that certain credit facility (as amended,restated or supplemented from time to time) entered into among UKBorrower, as a borrower, and HSBC Bank plc, as lender, for thepurpose of giving UK Borrower the ability to issue bonds and enterinto forward exchange contracts and currency options.     (b) ***Section 7.01***of the Credit Agreement is amended to delete the period at the end of*clause (l)*and to replace it with “; and” and to add the following new *clause (m)*asfollows:
 

 
“(m) during the Approved Period, Liens granted by UK Borrower infavor of HSBC Bank plc securing the HSBC Bond Facility.”     (c) ***Section 7.03***of the Credit Agreement is amended to delete the period at the end of*clause (h)*and to replace it with semicolon and to add the following new *clauses (i), (j)and (k)*as follows:“(i) during the Approved Period, Indebtedness of UK Borrowerunder its HSBC Bond Facility that does not exceed £16,500,000 at anytime;(j) during the Approved Period, the guaranty by Parent in respectof Indebtedness under the HSBC Bond Facility, *provided that*, theamount of its guaranteed obligation does not exceed £10,000,000 atany time; and(k) intercompany Indebtedness incurred in the ordinary course ofbusiness owed (i) by any wholly owned Subsidiary of Borrower toBorrower, (ii) by Borrower to any of its wholly owned Subsidiaries,and (iii) by any wholly owned Subsidiary of Borrower to anotherwholly owned Subsidiary of Borrower.”     2. Conditions. This Amendment shall be effective on the Effective Date once each ofthe following have been delivered to Agent and Lenders:     (a) this Amendment executed by Borrowers, Agent and Lenders;     (b) Guarantors’ Consent and Agreement;     (c) Officer’s Certificate from Parent together with resolutions adopted by its Board ofDirectors authorizing this Amendment;     (d) Officer’s Certificate from Inhoco together with resolutions adopted by its Board ofDirectors authorizing this Amendment;     (e) Officer’s Certificate from SI Properties together with resolutions adopted by itsBoard of Directors authorizing this Amendment;     (f) an executed copy of UK Borrower’s final agreement with HSBC Bank with respect toits bonding facility; and     (g) such other documents as Agent or Lenders may reasonably request.     3. Representations and Warranties. Each Borrower represents and warrants to Agent andLenders that (a) it possesses all requisite power and authority to execute, deliver and comply withthe terms of this Amendment, (b) this Amendment has been duly authorized and approved by allrequisite corporate action on the part of Borrower, (c) no other consent of any Person (other thanLenders) is required for this Amendment to be effective, (d) the execution and
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delivery of this Amendment does not violate its organizational documents, (e) therepresentations and warranties in each Loan Document to which it is a party are true and correct inall material respects on and as of the date of this Amendment as though made on the date of thisAmendment (*except*to the extent that such representations and warranties speak to a specific date),(f) it is in full compliance with all covenants and agreements contained in each Loan Document towhich it is a party, and (g) no Default or Event of Default has occurred and is continuing. Therepresentations and warranties made in this Amendment shall survive the execution and delivery ofthis Amendment. No investigation by Agent or Lenders is required for Agent or Lenders to rely onthe representations and warranties in this Amendment.     4. Scope of Amendment; Reaffirmation; Release. All references to the Credit Agreementshall refer to the Credit Agreement as amended by this Amendment. Except as affected by thisAmendment, the Loan Documents are unchanged and continue in full force and effect. However, in theevent of any inconsistency between the terms of the Credit Agreement (as amended by this Amendment)and any other Loan Document, the terms of the Credit Agreement shall control and such otherdocument shall be deemed to be amended to conform to the terms of the Credit Agreement. Borrowershereby reaffirm their obligations under the Loan Documents to which each is a party and agree thatall Loan Documents to which they are a party remain in full force and effect and continue to belegal, valid, and binding obligations enforceable in accordance with their terms (as the same areaffected by this Amendment). Borrowers hereby release Agent and Lenders from any liability foractions or omissions in connection with the Credit Agreement and the other Loan Documents prior tothe date of this Amendment.     5. Miscellaneous.     (a) No Waiver of Defaults. This Amendment does not constitute (i) a waiver of,or a consent to, (A) any provision of the Credit Agreement or any other Loan Document notexpressly referred to in this Amendment, or (B) any present or future violation of, ordefault under, any provision of the Loan Documents, or (ii) a waiver of Agent’s or Lenders’right to insist upon future compliance with each term, covenant, condition and provision ofthe Loan Documents.     (b) Form. Each agreement, document, instrument or other writing to befurnished to Lenders under any provision of this Amendment must be in form and substancesatisfactory to Agent and its counsel.     (c) Headings. The headings and captions used in this Amendment are forconvenience only and will not be deemed to limit, amplify or modify the terms of thisAmendment, the Credit Agreement, or the other Loan Documents.     (d) Costs, Expenses and Attorneys’ Fees. Borrowers agree to pay or reimburseAgent on demand for all of their reasonable out-of-pocket costs and expenses incurred inconnection with the preparation, negotiation, and execution of this Amendment, including,without limitation, the reasonable fees and disbursements of Agent’s counsel.
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     (e) Successors and Assigns. This Amendment shall be binding upon and inure tothe benefit of each of the undersigned and their respective successors and permittedassigns.     (f) Multiple Counterparts. This Amendment may be executed in any number ofcounterparts with the same effect as if all signatories had signed the same document. Allcounterparts must be construed together to constitute one and the same instrument. ThisAmendment may be transmitted and signed by facsimile. The effectiveness of any suchdocuments and signatures shall, subject to applicable law, have the same force and effect asmanually-signed originals and shall be binding on Borrowers, Agent and Lenders. Agent mayalso require that any such documents and signatures be confirmed by a manually-signedoriginal; *provided that*the failure to request or deliver the same shall not limit theeffectiveness of any facsimile document or signature.     (g) Governing Law. This Amendment and the other Loan Documents must beconstrued, and their performance enforced, under Texas law.     (h) Entirety. **The Loan Documents (as amended hereby) Represent the FinalAgreement Between Borrowers, Agent and Lenders and May Not Be Contradicted by Evidence ofPrior, Contemporaneous, or Subsequent Oral Agreements by the Parties. There Are NoUnwritten Oral Agreements among the Parties.****[Signatures appear on the following pages.]**
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     The Amendment is executed as of the date set out in the preamble to this Amendment.      **BORROWERS:**