Exhibit 10.1**EXECUTION COPY****AMENDMENT NO. 1****TO****THIRD AMENDED AND RESTATED CREDIT AGREEMENT****Dated as of June 28, 2006**          THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is made asof 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 England and Wales(the “UK Borrower”), and Gardner Denver Holdings GmbH & Co. KG, a limited partnership organizedunder the laws of Germany (the “German Borrower,” and together with the Borrower and the UKBorrower, the “Borrowers”), the financial institutions listed on the signature pages hereof aslenders (the “Lenders”), **JPMORGAN CHASE BANK, NATIONAL ASSOCIATION**(successor by merger to BankOne, NA, having its main office in Chicago, Illinois), individually as a Lender, as LC Issuer, andSwing Line Lender and as agent (the “Agent”) for the Lenders under that certain Third Amended andRestated Credit Agreement dated as of May 13, 2005 by and among the Borrowers, the Lenders and theAgent, (as such may be amended, restated, supplemented or otherwise modified, the “CreditAgreement”). Defined terms used herein and not otherwise defined herein shall have the meaninggiven 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 Sections 6.14 and6.15 of the Credit Agreement; 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.**Section 6.14 of the Credit Agreement is hereby amended to (a) renumber the secondclause “(vi)” appearing therein as a new clause “(vii)”, (b) delete the word “and” before such newclause (vii) and (c) to add the following new clause (viii) immediately after such new clause(vii):“and (viii) the transfer of Property from one Subsidiary to anotherWholly-Owned Subsidiary; which is a Domestic Subsidiary or (b) one ForeignSubsidiary to another Wholly Owned Subsidiary which is a Foreign Subsidiary.          **1.2.**Section 6.15(xi) of the Credit Agreement is hereby amended and restated asfollows:     "(xi) Acquisitions of other Persons made by the Borrower or a Subsidiary where: (a) upon giving effect to each such Acquisition (1) the Person so acquired bythe Borrower shall have either been merged into the Borrower or such Subsidiary(with the Borrower or such Subsidiary as the surviving entity) or such Personshall have become a Wholly-Owned Subsidiary of the Borrower (and the Borrowershall have complied with Section 6.10 in respect of such Subsidiary) and(2) no Default or Unmatured Default does exist or would exist after givingeffect to the proposed Acquisition; and  (b) prior to the date of such Acquisition, such Acquisition shall have beenapproved by the board of directors and, if applicable, the shareholders of thePerson whose stock or assets are being acquired in connection with suchAcquisition and no claim or challenge has been asserted or threatened by anyshareholder or director of such Person which could reasonably be expected tohave a material adverse effect on such Acquisition or a Material Adverse Effect;and  (c) if the aggregate consideration to be paid by the Borrower and itsSubsidiaries is greater than $50,000,000, then the Borrower shall have suppliedthe Lenders, at least 10 days prior to any such proposed Acquisition, withfinancial statements for the Person to be acquired for the most recentlyavailable twelve month period and pro forma financial statements for such Personand the Borrower on a consolidated basis, in a manner acceptable to the Agent,which shall demonstrate in the reasonable judgment of the Agent that, if suchAcquisition were to be consummated, the Leverage Ratio would not exceed (i) 4.00to 1.0 for the four-quarter periods ending on or before September 30, 2006, (ii)3.75 to 1.0 for the four-quarter periods ending on or before September 30, 2008and (iii) 3.50 to 1.0 for the four-quarter periods ending on December 31, 2008and at the end of each fiscal quarter thereafter (it being understood and agreedthat if such historic and pro forma financial statements demonstrate, in thereasonable judgment of the Agent, that the Leverage Ratio would exceed theselimits, the Required Lenders’ consent shall be required for consummation of theproposed Acquisition).”
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          **1.3.**Section 6.19 of the Credit Agreement is hereby amended to delete the word “and”before clause (iii) thereof and to add the following clause (iv) immediately after clause (iii):“and (iv) pursuant to transactions expressly permitted elsewhere under thisAgreement.”     **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 the RequiredLenders;          (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; and     (c) such other documents, instruments and agreements as the Agent may reasonablyrequest.     **3. ****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.          (c) No Default or Unmatured Default has occurred and is continuing under the CreditAgreement.     **4.****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.
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     (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.     **5. ****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.     **6. ****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.     **7. ****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.     **8. ****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 No. 1 has been duly executed as of the day and year firstabove written.                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. KG, as a Borrower           By: /s/  Thomas Kurth            Name: Thomas Kurth    Title: Managing Director/GeschäftsführerGardner Denver Holdings Verwaltungs GmbH,General Partner of Gardner Denver Holdings GmbH & Co.KG  Signature Page to Amendment and Waiver No. 1