EX-10.7.1



 Exhibit 10.7.1 

AMENDMENT NO. 1 TO CREDIT AGREEMENT 

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of June 30, 2014 (the
“Amendment Effective Date”), by and among ENOVATION CONTROLS, LLC, an Oklahoma limited liability company (the “Borrower”), the SUBSIDIARY GUARANTORS under the Credit Agreement referred to below, the undersigned LENDERS under the
Credit Agreement referred to below, and BOKF, NA dba BANK OF OKLAHOMA, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). 

RECITALS 
 A. The
Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of June 30, 2014 (the “Credit Agreement”). Capitalized terms used herein that are defined in the
Credit Agreement have the respective meanings assigned to them in the Credit Agreement. 
 B. The Borrower has requested that the Lenders
agree to amend the Credit Agreement as hereinafter provided. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Credit Agreement is hereby amended in accordance with Section 11.2 thereof, as follows: 

1. AMENDMENT TO TEST DATE FOR FINANCIAL COVENANTS. Sections 6.1 and 6.2, respectively, of the Credit Agreement are hereby amended to
change the reference to “June 30, 2014” appearing in each section to read “September 30, 2014.” As a result of the foregoing, the Borrower’s compliance with the financial covenants set forth in Sections 6.1 and 6.2 of the
Credit Agreement will first be tested at and as of September 30, 2014. 
 2. EFFECTIVENESS OF AMENDMENT. This Amendment shall be
effective when counterparts of this Amendment duly executed by the Borrower, the Subsidiary Guarantors and the Required Lenders have been delivered to the Administrative Agent and the Administrative Agent has duly executed a counterpart hereof. The
Administrative Agent shall notify the Borrower and the Lenders when the foregoing conditions precedent have been satisfied and this Amendment has become effective, and such notice shall be conclusive and binding. 

3. GENERAL. 
 3.1 Effect
of Amendment. The terms of this Amendment shall be incorporated into and form a part of the Credit Agreement. Except as amended by this Amendment, the Credit Agreement shall continue in full force and effect in accordance with its original
stated terms, all of which are hereby reaffirmed in every respect as of the date hereof. In the event of any irreconcilable inconsistency between the terms of this Amendment and the terms of the Credit Agreement, the terms of this Amendment shall
control and govern, and the agreements shall be interpreted so as to carry out and give full effect to the intent of this Amendment. All references to the “Credit Agreement” appearing in any of the Loan Documents shall hereafter be deemed
references to the Credit Agreement as amended, modified and supplemented by this Amendment. 







 3.2 No Course of Performance. The agreement of the Lenders and the Administrative Agent to
the modifications set forth herein shall not obligate the Lenders or the Administrative Agent to agree to any amendments to the Credit Agreement or to grant any waivers or consents which may be requested in the future. 

3.3 Reimbursement of Expenses. The Borrower agrees to pay or reimburse the reasonable fees of Conner & Winters, LLP, counsel to
the Administrative Agent, incurred in connection with the preparation of this Amendment. 
 3.4 Release. In consideration of the
amendments contained herein, the Borrower and the Subsidiary Guarantors each hereby waive and release each of the Lenders and the Administrative Agent from any and all claims and defenses, known or unknown, with respect to the Credit Agreement and
the other Loan Documents and the transactions contemplated thereby. 
 3.5 Ratification and Affirmation. The Borrower and the
Subsidiary Guarantors each hereby acknowledges the terms of this Amendment and ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that
each Loan Document to which it is a party remains in full force and effect. 
 3.6 Descriptive Headings. The descriptive headings of
the several paragraphs of this Amendment are inserted for convenience only and shall not be used in the construction of the content of this Amendment. 

3.7 Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of Oklahoma. 
 3.8 Manner of Execution. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier (fax) or by electronic communication by portable
document format (PDF) shall be effective as delivery of a manually executed counterpart of this Amendment. 

  
 [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK. 
 SIGNATURE PAGES FOLLOW.] 








 
			
	 ENOVATION CONTROLS, LLC

		
	 By:
	 	/s/ David L. Crowell
	 Name: David L. Crowell

	 Title: Vice President, Finance

	
	 GC&I GLOBAL, INC.

		
	 By:
	 	/s/ David L. Crowell
	 Name: David L. Crowell

	 Title: Vice President, Finance

	
	 MURPHY INDUSTRIES, LLC

		
	 By:
	 	/s/ David L. Crowell
	 Name: David L. Crowell

	 Title: Vice President, Finance

	
	 ECONTROLS, LLC

		
	 By:
	 	/s/ David L. Crowell
	 Name: David L. Crowell

	 Title: Vice President, Finance




SIGNATURE PAGE TO AMENDMENT NO. 1 

TO CREDIT AGREEMENT 








			
	 BOKF, NA dba BANK OF OKLAHOMA

		
	 By:
	 	 /s/ David G. Lamb

	 Name: David G. Lamb

	 Title: Senior Vice President




  
 SIGNATURE PAGE TO
AMENDMENT NO. 1 
 TO CREDIT AGREEMENT 








 
			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Celestino Gonzalez

	Name:	 	Celestino Gonzalez
	Title:	 	Vice President



  
 SIGNATURE PAGE TO
AMENDMENT NO. 1 
 TO CREDIT AGREEMENT 








 
			
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Suzannah Valdivia

	Name:	 	Suzannah Valdivia
	Title:	 	Vice President



  
 SIGNATURE PAGE TO
AMENDMENT NO. 1 
 TO CREDIT AGREEMENT 








 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Dylan McCants

	Name:	 	Dylan McCants
	Title:	 	Vice President, Commercial Banking



  
 SIGNATURE PAGE TO
AMENDMENT NO. 1 
 TO CREDIT AGREEMENT 








 
			
	PROSPERITY BANK
		
	By:	 	 /s/ Matt Crew

	Name:	 	Matt Crew
	Title:	 	Senior Vice President



  
 SIGNATURE PAGE TO
AMENDMENT NO. 1 
 TO CREDIT AGREEMENT