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”) ismade 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 Englandand Wales (the “UK Borrower”), and Gardner Denver Holdings GmbH & Co. KG, a limitedpartnership organized under the laws of Germany (the “German Borrower,” and together withthe Borrower and the UK Borrower, the “Borrowers”), the financial institutions listed onthe signature pages hereof as lenders (the “Lenders”), **JPMORGAN CHASE BANK, NATIONALASSOCIATION**(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 andnot 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 areparties to the Credit Agreement;          WHEREAS, the Borrowers have requested that the Lenders amend the Credit Agreement in certainrespects; and          WHEREAS, the Lenders party hereto and the Agent are willing to amend the Credit Agreement, ineach case on the terms and conditions set forth herein;          NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditionscontained herein, and other good and valuable consideration, the receipt and sufficiency of whichare 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 andsubject to the satisfaction of the conditions precedent set forth in Section 2 below, theCredit Agreement is hereby amended as follows:
 

 
          **1.1.**The definition of “**Applicable Facility Fee**” contained in Article I of the CreditAgreement is hereby amended in its entirety to read as follows:     ”**Applicable Facility Fee**” means for any day, the percentage rate per annum set forthbelow 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 BusinessDays after the Agent has received (and such adjustment, if any, shall be based upon) theBorrower’s compliance certificate delivered with the Borrower’s financial statementspursuant to clauses (i) and (ii) of Section 6.1; provided,however, that before receipt by the Agent of the Borrower’s compliance certificatedelivered with the Borrower’s financial statements pursuant to clauses (i) and(ii) of Section 6.1 for the fiscal quarter ending June 30, 2006, theApplicable 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 financialstatements pursuant to clauses (i) and (ii) of Section 6.1 for anyreason, then the Applicable Facility Fee shall be 0.300%, effective until five Business Daysafter such compliance certificate and financial statements are received by the Agent.          **1.2.**The definition of “**Applicable Margin**” contained Article I of the Credit Agreementis hereby amended in its entirety to read as follows:     ”**Applicable Margin**” means, with respect to a Loan for any day, the applicablepercentage 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%
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The Applicable Margin for new as well as outstanding Loans shall be adjusted (upward ordownward) effective five Business Days after the Agent has received (and such adjustment, ifany, shall be based upon) the Borrower’s compliance certificate delivered with theBorrower’s financial statements pursuant to clauses (i) and (ii) ofSection 6.1; provided, however, that before receipt by the Agent ofthe Borrower’s compliance certificate delivered with the Borrower’s financial statementspursuant to clauses (i) and (ii) of Section 6.1 for the fiscalquarter ending June 30, 2006, the Applicable Margin for (a) Eurocurrency Loans which areRevolving 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 theBorrower fails to deliver to the Agent a compliance certificate and financial statementspursuant to clauses (i) and (ii) of Section 6.1 for any reason, thenthe 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 shallbe 0.50%, in each case effective until five Business Days after such compliance certificateand financial statements are received by the Agent.          **1.3.**The definition of “**Consolidated Net Worth**” contained in Article I of the CreditAgreement is hereby amended and restated in its entirety as set forth below:     ”**Consolidated Net Worth**” means, as of any date of determination, the consolidated totalstockholders’ equity (including capital stock, additional paid-in capital and retainedearnings but excluding the effects of any non-cash adjustments caused by the implementationof the proposed amendments to Financial Accounting Standards No. 87 (Employers’ Accountingfor Pensions) and Financial Accounting Standards No. 106 (Employers’ Accounting forPostretirement Benefits Other than Pensions) pursuant to which, inter alia, the Borrower maybe required to recognize its actual unfunded pension liability on its balance sheet) of theBorrower and its Subsidiaries determined in accordance with Agreement Accounting Principles.          **1.4.**The definition of “**Maximum Foreign Currency Amount**” contained in Article I of theCredit 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 ArticleI of the Credit Agreement is hereby amended to delete the reference to “$100,000,000” thereinand substitute “$200,000,000” in lieu thereof.          **1.6.**The definition of “**Revolving Loan Termination Date**” contained in Article I of theCredit Agreement is hereby amended to delete the reference to “September 1, 2009” therein andsubstitute “July 1, 2010” in lieu thereof.
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          **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 TermLoans of each Term Loan Lender on the Amendment Effective Date are set forth on Annex I tothis Amendment.          **1.9.**Schedule 8 of the Credit Agreement is hereby amended in its entirety pursuant toAnnex II hereto.     **2. ****Conditions of Effectiveness****.**This Amendment shall become effective and be deemedeffective as of the date of satisfaction of the following conditions (the “Amendment EffectiveDate”), 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 theLenders (including each hereinafter-defined Departing Lender);     (b) a reaffirmation from the Borrower of the Parent Guaranty and from each of theBorrower’s Subsidiaries which are parties to a Subsidiary Guaranty in the form ofExhibit A attached hereto and made a part hereof;     (c) (i) for the ratable account of each Lender (other than a Departing Lender), anamendment fee equal to 0.05% of the sum of such Lender’s Revolving Loan Commitment andoutstanding Term Loans, in each case after giving effect to this Amendment and (ii) paymentand/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 mayreasonably request.     **3. ****Acknowledgement and Consent with Respect to Departing Lenders****.**Each of theBorrowers and each Lender, including, without limitation, each Lender identified on the signaturepages hereto as a “Departing Lender”, hereby acknowledges and agrees that, notwithstanding anyprovisions to the contrary in the Credit Agreement (including the limitations on reductions of theAggregate Revolving Loan Commitment in Section 2.7(c) and the limitations on assignments ortransfers of interests under the Credit Agreement set forth in Sections 12.1, 12.2and 12.3), on the effective date hereof, and subject to any such Departing Lender’s receiptof payment in full of the Loans and other amounts at such time owing to it under the CreditAgreement, (a) the Commitments shall be amended and restated in their entirety pursuant toSection 1.8 above, (b) each Departing Lender’s Revolving Loan Commitment under the CreditAgreement (including all of its participation interests in existing Swing Line Loans and Letters ofCredit 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 effectivedate shall be those identified on the commitment schedule attached hereto as Annex Ihereto; (c) such Departing Lender shall have no further rights or obligations as a Lender under theCredit Agreement and shall cease to be a party thereto (but shall continue to be entitled to thebenefits of Article III and Section 9.7 of the Credit Agreement); and (d) theconsent of
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such Departing Lender shall be limited to the acknowledgements and agreements set forth inthis Section 3 and shall not be required as a condition to the effectiveness of any otheramendments set forth herein.     **4. ****Representations and Warranties of the Borrowers****.**The Borrowers hereby represent andwarrant as follows:     (a) This Amendment and the Credit Agreement as previously executed and as amendedhereby, constitute legal, valid and binding obligations of the Borrowers and are enforceableagainst the Borrowers in accordance with their terms.     (b) Upon the effectiveness of this Amendment, the Borrowers hereby reaffirm allcovenants, representations and warranties made in the Credit Agreement and other CreditDocuments, 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 dateof this Amendment (except to the extent such representations or warranties specificallyrelate to any earlier date, in which case such representations and warranties shall havebeen true and correct as of such earlier date).     (c) No Default or Unmatured Default has occurred and is continuing under the CreditAgreement.     **5. ****Reference to the Effect on the Credit Agreement****.**     (a) Upon the effectiveness of this Amendment, on and after the date hereof, eachreference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” orwords of like import shall mean and be a reference to the Credit Agreement, as amendedpreviously and as amended hereby.     (b) Except as previously modified in writing, and as specifically amended above, theCredit Agreement and all other documents, instruments and agreements executed and/ordelivered in connection therewith shall remain in full force and effect, and are herebyratified and confirmed.     (c) The execution, delivery and effectiveness of this Amendment shall not operate as awaiver of any right, power or remedy of the Agent or any of the Lenders, nor constitute awaiver of any provision of the Credit Agreement or any other documents, instruments andagreements executed and/or delivered in connection therewith.     **6. ****Costs and Expenses****.**The Borrowers agree to pay all reasonable costs, fees andout-of-pocket expenses (including attorneys’ fees and expenses charged to the Agent) incurred bythe Agent in connection with the preparation, arrangement, execution and enforcement of thisAmendment.     **7. ****Governing Law****.**This Amendment shall be governed by and construed in accordancewith the internal laws (as opposed to the conflict of law provisions) of the State of Illinois, butgiving effect to federal laws applicable to national banks.
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     **8. ****Headings****.**Section headings in this Amendment are included herein for convenienceof 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 theAmendment on any number of separate counterparts and all of said counterparts taken together shallbe deemed to constitute one and the same instrument. A facsimile signature page hereto sent to theAgent or the Agent’s counsel shall be effective as a counterpart signature and each party executingsuch a facsimile counterpart shall be deemed to agree to deliver originals to the Agent thereof.*******
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          IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first abovewritten.                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.