EX-10.1



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 1 

TO 

CREDIT AGREEMENT 
 Dated as of November 21, 2011 
 THIS AMENDMENT NO. 1 TO CREDIT
AGREEMENT (“Amendment”) is made as of the “Amendment No. 1 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 organized under the laws of Germany (the “German Borrower,” and
together with the Borrower and the UK Borrower, the “Borrowers”), the financial institutions listed on the signature pages hereof as lenders (the “Lenders”), JPMORGAN CHASE BANK, N.A., individually as a
Lender, as LC Issuer, and Swing Line Lender and as agent (the “Agent”) for the Lenders under that certain Credit Agreement dated as of September 19, 2008 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 and not 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 are parties to the Credit Agreement; 

WHEREAS, the Borrowers have requested that the Lenders amend the Credit Agreement in certain respects; and 

WHEREAS, the Lenders party hereto and the Agent are willing to amend the Credit Agreement, in each case on the terms and conditions set
forth herein. 
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Agent have agreed to the following: 
 1. Amendment to Credit Agreement. Effective as of the Amendment No. 1 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3
below, the Credit Agreement is hereby amended as follows: 
 1.1. Article I of the Credit Agreement is
amended to add the following new definitions thereto in the appropriate alphabetical order: 
 “Amendment
No. 1” means Amendment No. 1 to this Agreement, dated as of November 21, 2011, by and among the Borrowers, the Lenders party thereto and the Agent. 

“Amendment No. 1 Effective Date” means November 21, 2011. 







 “Incremental Term Loan” means any term loan made in
accordance with the terms and conditions of Section 2.27. 
 “Initial Term Loans” is
defined in Section 2.3(a) hereof. 
 “2011 Term Loans” is defined in
Section 2.3(a) hereof. 
 “2011 Term Loan Tranche Commitment” means, for each
applicable Lender, the obligation of such Lender to make its 2011 Term Loan in Dollars pursuant to the terms and conditions of this Agreement, and which shall not exceed the principal amount set forth opposite its name on Schedule 1(d) hereto
under the heading “2011 Term Loan Tranche Commitment”. 
 1.2. Article I of the Credit Agreement is
amended to restate the following existing definitions in their entirety as follows: 
 “Aggregate Term
Loan Commitment” means the aggregate of the Term Loan Dollar Tranche Commitments, the Term Loan Euro Tranche Commitments, the 2011 Term Loan Tranche Commitments and any commitments in respect of Incremental Term Loans. 

“Applicable Margin” means, with respect to a Loan for any day, the applicable percentage rate per annum set forth below
opposite the Leverage Ratio in effect on such day: 
  

																									
	Leverage Ratio:	 	 	Applicable Margin:	 
	 Greater
 than
	  	 But Less
than

or Equal to
	 	  	Eurocurrency
Loans which
are Revolving
Loans	 	 	Eurocurrency
Loans which
are Term
Loans (other
than 2011
Term Loans)	 	 	Floating Rate
Loans (other
than 2011
Term Loans)	 	 	Eurocurrency
Loans which
are 2011 Term
Loans	 	 	Floating Rate
Loans which
are 2011 Term
Loans	 
	—	  	 	0.75	  	  	 	1.20	% 	 	 	1.50	% 	 	 	0.25	% 	 	 	1.25	% 	 	 	0.25	% 
	0.75	  	 	1.50	  	  	 	1.65	% 	 	 	2.00	% 	 	 	0.75	% 	 	 	1.50	% 	 	 	0.50	% 
	1.50	  	 	2.25	  	  	 	2.10	% 	 	 	2.50	% 	 	 	1.25	% 	 	 	1.75	% 	 	 	0.75	% 
	2.25	  	 	3.00	  	  	 	2.30	% 	 	 	2.75	% 	 	 	1.50	% 	 	 	2.00	% 	 	 	1.00	% 
	3.00	  	 	—  	  	  	 	2.50	% 	 	 	3.00	% 	 	 	1.75	% 	 	 	2.25	% 	 	 	1.25	% 

 The Applicable Margin for new as well as outstanding Loans shall be adjusted (upward or downward)
effective five Business Days after the Agent has received (and such adjustment, if any, shall be based upon) the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses
(i) and (ii) of Section 6.1; provided, however, that before receipt by the Agent of the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements
pursuant to clauses (i) and (ii) of Section 6.1 for the fiscal quarter ending December 31, 2008, the Applicable Margin for (a) Eurocurrency Loans which are Revolving Loans shall be 2.10%,
(b) Eurocurrency Loans which are Term Loans shall be 2.50% and (c) Floating Rate Loans shall be 1.25% (unless, in each case, such financial statements for the fiscal quarter ending on or about September 30, 2008 demonstrate that a
higher rate per annum in accordance with the preceding pricing grid should have been applicable during such period, in which case such higher rate per annum shall be effective five Business Days after the Agent has received such September 30,
2008 financial statements); provided, further, that, with respect to the 2011 Term Loans, before receipt by the Agent of the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements
pursuant to clauses (i) and (ii) of Section 6.1 for the fiscal quarter ending December 31, 2011, the Applicable Margin for (a) Eurocurrency Loans which are 2011 Term Loans shall be 1.50% and
(b) Floating 

  
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Rate Loans which are 2011 Term Loans shall be 0.50% (unless, in each case, such financial statements for the fiscal quarter ending on or about December 31, 2011 demonstrate that a higher
rate per annum in accordance with the preceding pricing grid should have been applicable during such period, in which case such higher rate per annum shall be effective five Business Days after the Agent has received such December 31, 2011
financial statements); and provided, further, that if the Parent Borrower fails to deliver to the Agent a compliance certificate and financial statements pursuant to clauses (i) and (ii) of
Section 6.1 for any reason, then the Applicable Margin for (a) Eurocurrency Loans which are Revolving Loans shall be 2.50%, (b) Eurocurrency Loans which are Term Loans (other than 2011 Term Loans) shall be 3.00%,
(c) Floating Rate Loans (other than 2011 Term Loans) shall be 1.75%, (d) Eurocurrency Loans which are 2011 Term Loans shall be 2.25% and (e) Floating Rate Loans which are 2011 Term Loans shall be 1.25%, in each case effective until
five Business Days after such compliance certificate and financial statements are received by the Agent. 

“Maturity Date” means October 15, 2013. 

“Percentage” means, with respect to any Lender, the percentage obtained by dividing (A) the sum of
such Lender’s Term Loans and Revolving Loan Commitment at such time (in each case, as adjusted from time to time in accordance with the provisions of this Agreement) by (B) the sum of the aggregate amount of all of the Term Loans and the
Aggregate Revolving Loan Commitment at such time; provided, however, if all of the Commitments are terminated pursuant to the terms of this Agreement, then “Percentage” means the percentage obtained by dividing (i) the
sum of (a) such Lender’s Term Loans and the Dollar Amount of such Lender’s Revolving Loans, plus (b) such Lender’s share of the obligation to purchase participations in Swing Line Loans, plus (c) such
Lender’s share of the obligation to purchase participations in Facility LCs by (ii) the sum of (a) the aggregate amount of all Term Loans and the Dollar Amount of Revolving Loans plus (b) the aggregate amount of all Swing
Line Loans, plus (c) the aggregate outstanding Dollar Amount of all Facility LCs. 
 “Term
Loan Commitment” means, for each applicable Lender, the obligation of such Lender to make its Term Loans pursuant to the terms and conditions of this Agreement, and which shall not exceed the Term Loan Dollar Tranche Commitment, the Term
Loan Euro Tranche Commitment, the 2011 Term Loan Tranche Commitment, and any commitment in respect of Incremental Term Loans, as applicable, of such Lender. 
 “Term Loan Dollar Tranche Commitment” means, for each applicable Lender, the obligation of such Lender to make its Initial Term Loan in Dollars pursuant to the terms and conditions of
this Agreement, and which shall not exceed the principal amount set forth opposite its name on Schedule 1(a) hereto under the heading “Term Loan Dollar Tranche Commitment,” as such amount may be modified from time to time pursuant
to the terms hereof. For the avoidance of doubt, it is understood and agreed that the Term Loan Dollar Tranche Commitments terminated on the Term Loan Funding Date. 

“Term Loan Euro Tranche Commitment” means, for each applicable Lender, the obligation of such Lender to
make its Initial Term Loan in euro pursuant to the terms and conditions of this Agreement, and which shall not exceed the principal amount set forth opposite its name on Schedule 1(a) hereto under the heading “Term Loan Euro Tranche
Commitment,” as such amount may be modified from time to time pursuant to the terms hereof. For the avoidance of doubt, it is understood and agreed that the Term Loan Euro Tranche Commitments terminated on the Term Loan Funding Date.


  
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 “Term Loan Funding Date” means the date on which the
Initial Term Loans were funded, which date was October 20, 2008. 
 “Term Loan Percentage”
means, with respect to any Term Loan Lender, the percentage obtained by dividing (A) the sum of such Term Loan Lender’s Term Loans at such time by (B) the sum of the aggregate amount of all of the Term Loans at such time. 

“Term Tranche” means the tranche of Term Loans under the Term Loan Dollar Tranche Commitments, the Term
Loan Euro Tranche Commitments, the 2011 Term Loan Tranche Commitments and/or any commitment in respect of Incremental Term Loans, as applicable. 
 “Term Tranche Percentage” means, with respect to any Term Loan Lender under a Term Tranche, the percentage obtained by dividing (A) the sum of such Term Loan Lender’s Term Loans
under such Term Tranche at such time by (B) the sum of the aggregate amount of all of the Term Loans under such Term Tranche at such time. 
 1.3. Section 2.3(a) of the Credit Agreement is hereby restated in its entirety as follows: 
 “(a) Generally. Subject to the terms and conditions set forth in this Agreement, each applicable Term Loan Lender (i) has made on the Term Loan Funding Date term loans in the applicable
currency to the Parent Borrower in an aggregate amount equal to such Lender’s Term Loan Dollar Tranche Commitment and Term Loan Euro Tranche Commitment (in each case, if any) (each individually, an “Initial Term Loan” and,
collectively, the “Initial Term Loans”), (ii) severally agrees to make on the Amendment No. 1 Effective Date term loans in Dollars to the Parent Borrower in an aggregate amount equal to such Lender’s 2011 Term Loan
Tranche Commitment (if any) (each individually, a “2011 Term Loan” and, collectively, the “2011 Term Loans”) and (iii) severally agrees to make on the applicable funding date term loans in the applicable
currency to the applicable Borrower(s) in an aggregate amount equal to such Lender’s commitment in respect of such Incremental Term Loans (if any) in accordance with the terms and conditions of Section 2.27 (each of the loans
described in the foregoing clauses (i), (ii) and (iii) individually, a “Term Loan” and, collectively, the “Term Loans”). Each such Initial Term Loan was previously made on the Term Loan Funding Date by
each applicable Term Loan Lender. Each such 2011 Term Loan made on the Amendment No. 1 Effective Date by a Term Loan Lender shall be made to the Parent Borrower and shall be denominated in Dollars in an amount equal to its 2011 Term Loan
Tranche Commitment. Each such Incremental Term Loan made on the applicable funding date by a Term Loan Lender shall be made to the applicable Borrower and denominated in the applicable currency in an amount equal to its Term Loan Commitment in
respect of such Incremental Term Loans (if any). All Term Loans shall be made by the Term Loan Lenders on the Term Loan Funding Date, the Amendment No. 1 Effective Date or any other applicable funding date in accordance with the terms and
conditions of Section 2.27, as applicable, simultaneously and proportionately to their respective Term Loan Percentages and Term Tranche Percentages, it being understood that no Term Loan Lender shall be responsible for any failure by any other
Term Loan Lender to perform its obligation to make any Term Loan hereunder nor shall the Term Loan Commitment of any Term Loan Lender be increased or decreased as a result of any such failure.” 

  
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 1.4. Section 2.3(b) of the Credit Agreement is hereby restated in its
entirety as follows: 
 “(b) Borrowing Notice. The applicable Borrower shall execute and deliver to
the Agent a Borrowing Notice no later than three (3) Business Days prior to the applicable funding date in respect of the applicable Term Loans. Such Borrowing Notice shall specify (i) the aggregate amount of the Term Loans being requested
(which shall be (x) in respect of the 2011 Term Loans, equal to the 2011 Term Loan Tranche Commitments and (y) in respect of any Incremental Term Loans, equal to the aggregate commitments in respect of such Incremental Term Loans) and
(ii) instructions for the disbursement of proceeds of such Term Loans. Any Borrowing Notice given pursuant to this Section 2.3(b) shall be irrevocable.” 
 1.5. Section 2.3(c) of the Credit Agreement is hereby restated in its entirety as follows: 
 “(c) Making of Term Loans. Promptly after receipt of the Borrowing Notice under Section 2.3(b) in respect of any Term Loans, the Agent shall notify each applicable Term Loan Lender
by telecopy, or other similar form of transmission, of the proposed Advance. Each applicable Term Loan Lender shall deposit an amount equal to its Term Loan Percentage of such Term Loans with the Agent at its Eurocurrency Payment office, in
immediately available funds, on the applicable funding date in respect of the applicable Term Loans, as specified in the Borrowing Notice. Subject to the fulfillment of the conditions precedent set forth in Sections 4.1 and 4.3 in
respect of the Initial Term Loans, Section 3 of Amendment No. 1 in respect of the 2011 Term Loans or the conditions precedent in respect of any Incremental Term Loans, as applicable, the Agent shall make the proceeds of such amounts
received by it available to the Parent Borrower at the Agent’s Eurocurrency Payment office on such date and shall disburse such proceeds in accordance with the Parent Borrower’s disbursement instructions set forth in such Borrowing Notice.
The failure of any applicable Term Loan Lender to deposit the amount described above with the Agent on such date shall not relieve any other applicable Term Loan Lender of its obligations hereunder to make its Term Loan on such date.”

 1.6. Section 2.3(d)(i) of the Credit Agreement is hereby amended to (x) replace each reference to
“Term Loans” therein with a reference to “Initial Term Loans” in each case and (y) delete the last paragraph thereof (which begins “Notwithstanding the foregoing”) in its entirety. 

1.7. Section 2.3(d) of the Credit Agreement is hereby amended to insert new clauses (ii) and (iii) therein
immediately following the existing clause (i) thereof as follows: 
 “(ii) The 2011 Term Loans shall be
repaid by the Parent Borrower in seven (7) consecutive quarterly installments beginning on March 31, 2012 and one (1) final installment on the Maturity Date (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be
liable to repay any 2011 Term Loans). Each payment shall be due and payable on the last Business Day of the applicable calendar quarter and shall be denominated in Dollars. The 2011 Term Loans shall be permanently reduced by the amount of each
installment on the date payment thereof is made hereunder. The seven (7) consecutive quarterly installments shall each be in an amount equal to 2.5% of the aggregate 2011 Term Loan Tranche Commitments. 

(iii) Incremental Term Loans shall be repaid on terms and conditions as are separately agreed to by the applicable
Borrower(s) and the applicable Term Loan Lenders who have made such Incremental Term Loans to such Borrower(s).” 
 1.8.
Section 2.4(d) of the Credit Agreement is hereby amended to (x) delete the “(i)” immediately prior to the reference to “each mandatory prepayment” therein and (y) insert the word “ratably”
immediately following the reference to “the then remaining installments of the Term Loans” therein. 

  
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 1.9. Section 4.1 of the Credit Agreement is hereby amended to
(x) insert the word “applicable” immediately prior to the reference to “Term Loan Lenders” in the first line thereof and (y) insert the word “Initial” immediately prior to the reference to “Term
Loans” in the second line thereof. 
 1.10. Section 4.1B of the Credit Agreement is hereby restated in
its entirety as follows: 
 “4.1B. [Intentionally Omitted].” 

1.11. Section 6.2 of the Credit Agreement is hereby amended to (x) insert the word “Initial”
immediately prior to reference to “Term Loans” in the fourth line thereof and (y) insert “or otherwise consented to by the Required Lenders” immediately following the reference to “and other Acquisitions permitted by
Section 6.15 hereof” appearing in the fourth and fifth lines thereof. 
 1.12. Section 6.15 of the
Credit Agreement is hereby amended to (x) re-designate clause (xiv) thereof as clause (xv) thereof and (y) insert new clause (xiv) therein immediately following the existing clause (xiii) thereof as follows: 

“(xiv) The Acquisition of Robuschi S.p.A.” 

1.13. Section 6.17(v) of the Credit Agreement is hereby amended to (x) delete the phrase “,when added to the
aggregate amount of all outstanding Investments permitted by clause (x) of Section 6.15,” and (y) replace “$150,000,000” with “$200,000,000”. 

1.14. Schedule 1(c) to the Credit Agreement is hereby amended by the addition of the Tax Restructuring set forth on
Annex A hereto. 
 1.15. A new Schedule 1(d) is added to the Credit Agreement as set forth and attached as
Annex B hereto. 
 2. Consent to Acquisition of Robuschi S.p.A and Tax Restructuring. Notwithstanding
anything to the contrary in Article VI of the Credit Agreement, the Lenders party hereto hereby consent to the Tax Restructuring and Acquisition of Robuschi S.p.A. and waive any Defaults or Unmatured Defaults that otherwise would result
therefrom. 
 3. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective if,
and only if the Agent shall have received each of the following: 
 (a) duly executed signature pages of this
Amendment from the Borrowers, the Required Lenders and each Lender with a 2011 Term Loan Tranche Commitment; 

(b) a reaffirmation from the Parent Borrower of the Parent Guaranty and from each Subsidiary of the Parent Borrower which
is a party to a Subsidiary Guaranty in the form of Exhibit A attached hereto and made a part hereof; 

(c) such instruments and documents as the Agent shall reasonably request, including a written opinion of outside counsel
to the borrower of the 2011 Term Loans, in form and substance reasonably acceptable to the Agent; and 
 (d) all
fees and other amounts due and payable on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel
for the Administrative Agent) required to be reimbursed or paid by the Borrowers in connection with this Amendment and under the Credit Documents. 

  
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 4. Representations and Warranties of the Borrowers. The Borrowers hereby
represent and warrant as follows: 
 (a) This Amendment and the Credit Agreement as previously executed and as
amended hereby, constitute legal, valid and binding obligations of the Borrowers and are enforceable against the Borrowers in accordance with their terms. 
 (b) Upon the effectiveness of this Amendment, each Borrower hereby reaffirms all covenants, representations and warranties made by it in the Credit Agreement and other Credit Documents, to the extent the
same are not amended hereby, and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment and the representations and warranties contained in Article V of
the Credit Agreement are true and correct in all material respects (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct
in all material respects as of such earlier date). 
 (c) No Default or Unmatured Default has occurred and is
continuing under the Credit Agreement. 
 5. Reference to the Effect on the Credit Agreement. 

(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended previously and as amended hereby. 

(b) Except as previously modified in writing, and as specifically amended above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed. 

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or
remedy of the Agent or any of the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 

6. Costs and Expenses. The Parent Borrower agrees to pay all reasonable costs, fees and out-of-pocket expenses (including
attorneys’ fees and expenses charged to the Agent) incurred by the Agent in connection with the preparation, arrangement, execution and enforcement of this Amendment. 
 7. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of law provisions) of the State of Illinois, but giving
effect to federal laws applicable to national banks. 

  
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 8. Headings. Section headings in this Amendment are included herein for
convenience of 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 the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A
facsimile signature page hereto sent to the Agent or the Agent’s counsel shall be effective as a counterpart signature and each party executing such 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 above
written. 
  

			
	GARDNER DENVER, INC.
		
	By:	 	 /s/ Michael M. Larsen

	Name:	 	Michael M. Larsen
	Title:	 	Vice President and Chief Financial Officer



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	GARDNER DENVER HOLDINGS GMBH & CO KG
	
	By: its General Partner, Gardner Denver Holdings Verwaltungs GmbH
		
	By:	 	 /s/ Michael M. Larsen

	Name:	 	Michael M. Larsen
	Title:	 	Managing Director



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	GD FIRST (UK) LIMITED
		
	By:	 	 /s/ Michael M. Larsen

	Name:	 	Michael M. Larsen
	Title:	 	Director



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	JPMORGAN CHASE BANK, N.A.,
	individually as a Lender, as a Lender with a 2011 Term Loan Tranche Commitment, as an LC Issuer, as the Swing Line Lender and as the Agent
		
	By: 	 	 /s/ Suzanne Ergastolo

	Name:	 	Suzanne Ergastolo
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	BANK OF AMERICA, N.A., as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By: 	 	 /s/ Stephen Bode

	Name:	 	Stephen Bode
	Title:	 	Senior Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	MIZUHO CORPORATE BANK, LTD, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By: 	 	 /s/ David Lim

	Name:	 	David Lim
	Title:	 	Authorized Signatory



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	U.S. BANK, NATIONAL ASSOCIATION, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By: 	 	 /s/ John M. Eyerman

	Name:	 	John M. Eyerman
	Title:	 	A.V.P.



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	UNICREDIT BANK AG, NEW YORK BRANCH
	(FKA BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH), as a Lender
		
	By:	 	 /s/ Douglas Riahi

	Name:	 	Douglas Riahi
	Title:	 	Director
		
	By:	 	 /s/ Pranav Surendranath

	Name:	 	Pranav Surendranath
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By: 	 	 /s/ Meredith Jermann

	Name:	 	Meredith Jermann
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender and as a Lender with a Revolving Loan Commitment
		
	By:	 	 /s/ Mark Sparrow

	Name:	 	Mark Sparrow
	Title:	 	Director



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	SCOTIABANC INC., as a Lender and as a Lender with a Term Loan Dollar Tranche Commitment and Term Loan Euro Tranche Commitment
		
	By:	 	 /s/ Hardeep Thind

	Name:	 	Hardeep Thind
	Title:	 	Director



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	THE BANK OF NOVA SCOTIA, TORONTO AGENCY, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Paula Czach

	Name:	 	Paula Czach
	Title:	 	Managing Director



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Lillian Kim

	Name:	 	Lillian Kim
	Title:	 	Director



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	NORDEA BANK FINLAND PLC, acting through its New York and Cayman Islands Branches, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Leena Parker

	Name:	 	Leena Parker
	Title:	 	First Vice President
		
	By:	 	 /s/ Henrik M. Steffensen

	Name:	 	Henrik M. Steffensen
	Title:	 	Executive Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	RBS CITIZENS, N.A., as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Jonathan H. Sprogell

	Name:	 	Jonathan H. Sprogell
	Title:	 	Senior Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Beth Rue

	Name:	 	Beth Rue
	Title:	 	Director



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	BRANCH BANKING & TRUST COMPANY, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Troy R. Weaver

	Name:	 	Troy R. Weaver
	Title:	 	Senior Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Andrew Bicker

	Name:	 	Andrew Bicker
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	HSBC BANK PLC, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Marc Gorton

	Name:	 	Marc Gorton
	Title:	 	Senior Corporate Banking Manager



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	KEYBANK NATIONAL ASSOCIATION, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Marcel Fournier

	Name:	 	Marcel Fournier
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	THE NORTHERN TRUST COMPANY, as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Peter J. Hallan

	Name:	 	Peter J. Hallan
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 
			
	CHANG HWA COMMERCIAL BANK, LTD., as a Lender and as a Lender with a 2011 Term Loan Tranche Commitment
		
	By:	 	 /s/ Eric Y.S. Tsai

	Name:	 	Eric Y.S. Tsai
	Title:	 	VP & General Manager



  
 Signature Page
to Amendment No. 1 
 Gardner Denver, Inc. et al 
 Credit Agreement dated as of September 19, 2008 








 EXHIBIT A 
 REAFFIRMATION 
 Each of the undersigned hereby acknowledges receipt of a
copy of the foregoing Amendment No. 1 dated November 21, 2011 (the “Amendment”) in connection with that certain Credit Agreement dated as of September 19, 2008 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”) among Gardner Denver, Inc., a Delaware corporation, GD First (UK) Limited, a limited company organized under the laws of England and Wales, and Gardner Denver Holdings
GmbH & Co. KG, a limited partnership organized under the laws of Germany, the institutions from time to time parties to that certain Credit Agreement as Lenders and JPMorgan Chase Bank, N.A., as a LC Issuer, as the Swing Line Lender and as
Agent for the Lenders. Capitalized terms used in this Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Agent or any Lender, each of the
undersigned consents to the Amendment and reaffirms the terms and conditions of the Parent Guaranty, the Subsidiary Guaranty and any other Credit Document executed by it and acknowledges and agrees that such agreement and each and every such Credit
Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall
be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated. 
 Dated as of November 21, 2011 
 [Signature pages follow] 








									
		 		 		 	GARDNER DENVER, INC.
					
		 		 		 	By:	 	 /s/ Michael M. Larsen

		 		 		 	Name:	 	Michael M. Larsen
		 		 		 	Title:	 	Vice President and Chief Financial Officer
		
	AIR-RELIEF, INC.	 	GARDNER DENVER OBERDORFER PUMPS, INC.
					
	By:	 	 /s/ Bradley L. Wideman
	 		 	By:	 	 /s/ Bradley L. Wideman

	Name:	 	Bradley L. Wideman	 		 	Name:	 	Bradley L. Wideman
	Title:	 	Assistant Secretary	 		 	Title:	 	Assistant Secretary
			
	BEST AIRE, LLC	 		 	GARDNER DENVER THOMAS, INC.
					
	By:	 	 /s/ Bradley L. Wideman
	 		 	By:	 	 /s/ Bradley L. Wideman

	Name:	 	Bradley L. Wideman	 		 	Name:	 	Bradley L. Wideman
	Title:	 	Assistant Secretary	 		 	Title:	 	Assistant Secretary
				
		 		 		 	GARDNER DENVER WATER JETTING SYSTEMS, INC.
					
		 		 		 	By:	 	 /s/ Bradley L. Wideman

		 		 		 	Name:	 	Bradley L. Wideman
		 		 		 	Title:	 	Assistant Secretary


  
 Signature Page
to Reaffirmation with respect to Amendment No. 1 
 Gardner Denver, Inc. et al 

Credit Agreement dated as of September 19, 2008 









									
	GARDNER DENVER HOLDINGS INC.	 		 	TCM INVESTMENTS, INC.
					
	By: 	 	 /s/ Bradley L. Wideman
	 		 	By:	 	 /s/ Bradley L. Wideman

	Name:	 	Bradley L. Wideman	 		 	Name:	 	Bradley L. Wideman
	Title:	 	Assistant Secretary	 		 	Title:	 	Assistant Secretary
			
	GARDNER DENVER INTERNATIONAL, INC.	 		 	THOMAS INDUSTRIES INC.
					
	By: 	 	 /s/ Bradley L. Wideman
	 		 	By:	 	 /s/ Bradley L. Wideman

	Name:	 	Bradley L. Wideman	 		 	Name:	 	Bradley L. Wideman
	Title:	 	Assistant Secretary	 		 	Title:	 	Assistant Secretary
			
	GARDNER DENVER NASH LLC	 		 	EMCO WHEATON USA, INC.
					
	By: 	 	 /s/ Bradley L. Wideman
	 		 	By:	 	 /s/ Bradley L. Wideman

	Name:	 	Bradley L. Wideman	 		 	Name:	 	Bradley L. Wideman
	Title:	 	Assistant Secretary	 		 	Title:	 	Assistant Secretary


  
 Signature Page
to Reaffirmation with respect to Amendment No. 1 
 Gardner Denver, Inc. et al 

Credit Agreement dated as of September 19, 2008 








 ANNEX A 
 SCHEDULE 1(c) 
 TO 

CREDIT AGREEMENT 
 Additional Tax Restructuring 
 Robuschi – Tax Restructuring

  

					
	Step	  	Description	  	

 I. Pre-closing 
  

	1	Gardner Denver International, Inc. (“GDII”) and Thomas Industries Inc. (“TII”) form Gardner Denver International Holdings CV (“CV1”;
company name to be confirmed). CV1 and TII form Gardner Denver International Finance CV (“CV2”; company name to be confirmed). CV2 forms Gardner Denver Aria Holdings Ltd. (“Ltd. 1”; company name to be confirmed) and Gardner
Denver Belgium Finance BVBA (“BVBA”; company name to be confirmed). Ltd. 1 forms GD Italy Holdings Srl (“New Srl”; company name to be confirmed). CV2 contributes the shares of BVBA to Ltd. 1. Ltd. 1 forms Gardner Denver Italy
Holdings Srl (“New Srl”; company name to be confirmed). 

  

	2	Gardner Denver Industries Ltd. forms Gardner Denver Aria Investments Ltd. (“Ltd. 2”; company name to be confirmed) and contributes approximately 1% of its
shares of Gardner Denver Srl (“Old Srl”) to Ltd. 2. Gardner Denver Industries Ltd. sells the remaining approximately 99% of the shares of Old Srl together with the shares of Ltd. 2 to New Srl. Old Srl will acquire the shares of Robuschi
SpA at closing. 

 II. Post-closing 
  


	1	CV2 forms a Dutch BV (“New BV”; company name to be confirmed). Gardner Denver Industries Ltd. sells its shares of Gardner Denver Nederland BV (“Old
BV”) to New BV. CV2 sells its shares of Ltd. 1 to New BV. New BV contributes its shares of Ltd. 1 to Old BV. 

  

	2	Robuschi SpA and its Italian subsidiary Gieffe Systems Srl are merged into Old Srl. 


 

	3	Robuschi SpA either sells the shares of its subsidiaries or will have the subsidiaries sell their assets to existing Gardner Denver group companies.


 III. Additional Restructuring 
  

	1	Gardner Denver, Inc (“GDI”) contributes approximately 6% of its existing 26% investment in GD First (UK) Ltd to TII in exchange for additional shares of TII.









 ANNEX B 
 SCHEDULE 1(d) 
 TO 

CREDIT AGREEMENT 
 2011 Term Loan Tranche Commitments 
  

					
	 Lender
	  	2011 Term Loan Tranche Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	$	25,000,000	  
	 Bank of America, N.A.
	  	$	21,500,000	  
	 Mizuho Corporate Bank, Ltd.
	  	$	17,500,000	  
	 U.S. Bank National Association
	  	$	17,500,000	  
	 PNC Bank, National Association
	  	$	16,000,000	  
	 The Bank of Nova Scotia, Toronto Agency
	  	$	16,000,000	  
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	16,000,000	  
	 RBS Citizens, N.A.
	  	$	12,000,000	  
	 Wells Fargo Bank, National Association
	  	$	12,000,000	  
	 HSBC Bank USA, National Association
	  	$	8,000,000	  
	 Branch Banking & Trust Company
	  	$	8,000,000	  
	 Nordea Bank Finland plc
	  	$	8,000,000	  
	 KeyBank National Association
	  	$	8,000,000	  
	 The Northern Trust Company
	  	$	8,000,000	  
	 HSBC Bank plc
	  	$	4,000,000	  
	 Chang Hwa Commercial Bank, Ltd.
	  	$	2,500,000	  
		  	  
	  
	 
	 Total
	  	$	200,000,000