AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 28, 2006

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 1

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 as of the “Amendment Effective Date” (as defined below) by and among XXXXXXX DENVER, INC. (the “Borrower”), GD First (UK) Limited, a limited company organized under the laws of England and Wales (the “UK Borrower”), and Xxxxxxx 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, NATIONAL ASSOCIATION (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 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 Sections 6.14 and 6.15 of the Credit Agreement; 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 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

1.1. Section 6.14 of the Credit Agreement is hereby amended to (a) renumber the second clause “(vi)” appearing therein as a new clause “(vii)”, (b) delete the word “and” before such new clause (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 another Wholly-Owned Subsidiary; which is a Domestic Subsidiary or (b) one Foreign Subsidiary 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 as follows:

"(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 by the Borrower shall have either been merged into the Borrower or such Subsidiary (with the Borrower or such Subsidiary as the surviving entity) or such Person shall have become a Wholly-Owned Subsidiary of the Borrower (and the Borrower shall have complied with Section 6.10 in respect of such Subsidiary) and (2) no Default or Unmatured Default does exist or would exist after giving effect to the proposed Acquisition; and

	(b)		prior to the date of such Acquisition, such Acquisition shall have been approved by the board of directors and, if applicable, the shareholders of the Person whose stock or assets are being acquired in connection with such Acquisition and no claim or challenge has been asserted or threatened by any shareholder or director of such Person which could reasonably be expected to have 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 its Subsidiaries is greater than $50,000,000, then the Borrower shall have supplied the Lenders, at least 10 days prior to any such proposed Acquisition, with financial statements for the Person to be acquired for the most recently available twelve month period and pro forma financial statements for such Person and 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 such Acquisition were to be consummated, the Leverage Ratio would not exceed (i) 4.00 to 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, 2008 and (iii) 3.50 to 1.0 for the four-quarter periods ending on December 31, 2008 and at the end of each fiscal quarter thereafter (it being understood and agreed that if such historic and pro forma financial statements demonstrate, in the reasonable judgment of the Agent, that the Leverage Ratio would exceed these limits, the Required Lenders’ consent shall be required for consummation of the proposed Acquisition).”

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 this Agreement.”

2. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date of satisfaction of the following conditions (the “Amendment Effective Date”), 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 Required Lenders;

(b) a reaffirmation from the Borrower of the Parent Guaranty and from each of the Borrower’s Subsidiaries which are parties to a Subsidiary Guaranty in the form of Exhibit A attached hereto and made a part hereof; and

3. 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, the Borrowers hereby reaffirm all covenants, representations and warranties made in the Credit Agreement and other Credit Documents, 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 date of this Amendment.

4. 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.

5. Costs and Expenses. The Borrowers agree 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.

6. 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.

7. 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.

8. 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.

IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the day and year first above written.



		XXXXXXX DENVER, INC., as a Borrower

		By:		/s/ Xxxxx X. Xxxxxxx

		Print Name:		Xxxxx X. Xxxxxxx
		Title:		Vice President, Finance and CFO

		GD FIRST (UK) LIMITED, as a Borrower

		By:		/s/ Xxxxx X. Xxxxxxx

		Print Name:		Xxxxx X. Xxxxxxx
		Title:		Director

		XXXXXXX DENVER HOLDINGS GMBH & CO. KG, as a Borrower

		By:		/s/ Xxxxxx Xxxxx

		Name:		Xxxxxx Xxxxx
		Title:		Managing Director/Geschäftsführer Xxxxxxx Denver Holdings Verwaltungs GmbH, General Partner of Xxxxxxx Denver Holdings GmbH & Co. KG

Signature Page to Amendment and Waiver No. 1
June 2006
Xxxxxxx Denver, Inc.



		JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (successor by merger to Bank One, NA (Main Office Chicago)), Individually as a Lender, as a LC Issuer, the Swing Line Lender and as Agent

		By:		/s/ Xxxxxxx Xxxxxxxxx

		Print Name:		Xxxxxxx Xxxxxxxxx

		Title:		Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		BEAR XXXXXXX CORPORATE LENDING INC., Individually as a Lender and as Syndication Agent for the Term Loan Facility

		By:		/s/ Xxxxxx Xxxxxxxxxxxx

		Print Name:		Xxxxxx Xxxxxxxxxxxx

		Title:		Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		WACHOVIA BANK, NATIONAL ASSOCIATION, Individually as a Lender and as Syndication Agent for the Revolving Loan Facility

		By:		/s/ C. Xxxxxxx Xxxxxx

		Print Name:		C. Xxxxxxx Xxxxxx

		Title:		Managing Director

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		XXXXXX X.X., formerly known as Xxxxxx Trust and Savings Bank, Individually as a Lender and as a Co-Documentation Agent for the Revolving Loan Facility

		By:		/s/ Xxxx X. Xxxxxx

		Print Name:		Xxxx X. Xxxxxx

		Title:		Director

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		NATIONAL CITY BANK OF THE MIDWEST, Individually as a Lender and as a Co-Documentation Agent for the Revolving Loan Facility

		By:		/s/ Xxxxxxxx X. Xxxxx

		Print Name:		Xxxxxxxx X. Xxxxx

		Title:		Senior Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		KEYBANK NATIONAL ASSOCIATION, Individually as a Lender and as a Co-Documentation Agent for the Revolving Loan Facility

		By:		/s/ Xxxxxx X. Xxxxxxx

		Print Name:		Xxxxxx X. Xxxxxxx

		Title:		Senior Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		THE BANK OF TOKYO-MITSUBISHI, LTD., Individually as a Lender

		By:		/s/ Kazuya Matsushita

		Print Name:		Kazuya Matsushita

		Title:		General Manager

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		U.S. BANK NATIONAL ASSOCIATION, Individually as a Lender

		By:		/s/ Xxxxx Xxxxx

		Print Name:		Xxxxx Xxxxx

		Title:		Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		NORDEA BANK FINLAND plc, Individually as a Lender

		By:		/s/ Xxxxxx X. Xxxxxxxxxx

		Print Name:		Xxxxxx X. Xxxxxxxxxx

		Title:		Senior Vice President


		By:		/s/ Xxxxxx X. Xxxxxxx, Xx.

		Print Name:		Xxxxxx X. Xxxxxxx, Xx.

		Title:		SVP Credit

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		SCOTIABANC INC., Individually as a Lender

		By:		/s/ M. D. Xxxxx

		Print Name:		M. D. Xxxxx

		Title:		Assistant Vice President and Treasurer

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		THE BANK OF NEW YORK, Individually as a Lender

		By:

		Print Name:

		Title:

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		FIFTH THIRD BANK, Individually as a Lender

		By:		/s/ Xxxxxx X. Xxxxxxx

		Print Name:		Xxxxxx X. Xxxxxxx

		Title:		Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		LASALLE BANK NATIONAL ASSOCIATION, Individually as a Lender

		By:		/s/ Xxxxx X. Xxxxxxx, Xx.

		Print Name:		Xxxxx X. Xxxxxxx, Xx.

		Title:		Senior Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		FIRST BANK, Individually as a Lender

		By:		/s/ Xxxxx X. Xxxxxxxxx

		Print Name:		Xxxxx X. Xxxxxxxxx

		Title:		Senior Vice President


		ASSOCIATED BANK, N.A., Individually as a Lender

		By:

		Print Name:

		Title:

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		BANK OF AMERICA, N.A., Individually as a Lender

		By:		/s/ Xxxxx X. Xxxxxx

		Print Name:		Xxxxx X. Xxxxxx

		Title:		Senior Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		GUARANTY BANK, Individually as a Lender

		By:		/s/ Xxxxxx X. Xxxx

		Print Name:		Xxxxxx X. Xxxx

		Title:		Senior Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		BNP PARIBAS, Individually as a Lender

		By:		/s/ Xxx Xxxx

		Print Name:		Xxx Xxxx

		Title:		Managing Director


		By:		/s/ Xxxx X. Xxxxxxxx

		Print Name:		Xxxx X. Xxxxxxxx

		Title:		Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH, Individually as a Lender

		By:		/s/ Xxx Xxxxxxxx

		Print Name:		Xxx Xxxxxxxx

		Title:		Director


		By:		/s/ Xxxxxxx Xxxxxxxx

		Print Name:		Xxxxxxx Xxxxxxxx

		Title:		Director

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		MERCANTILE TRUST & SAVINGS BANK, Individually as a Lender

		By:		/s/ Xxxxxxx X. Xxxxxx

		Print Name:		Xxxxxxx X. Xxxxxx

		Title:		Vice President Credit Administration

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		KBC BANK, NV, Individually as a Lender

		By:

		Print Name:

		Title:


		By:

		Print Name:

		Title:

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		HSBC BANK USA, NATIONAL ASSOCIATION, Individually as a Lender

		By:		/s/ Xxxxx Xxxxx

		Print Name:		Xxxxx Xxxxx

		Title:		First Vice President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.

EXHIBIT A

REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 dated June 28, 2006 (the “Amendment”) in connection with that certain Credit Agreement dated as of May 13, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Xxxxxxx Denver, Inc., a Delaware corporation, GD First (UK) Limited, a limited company organized under the laws of England and Wales, and Xxxxxxx 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, National Association, as successor by merger to Bank One, NA, as an LC Issuer, 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.



		XXXXXXX DENVER, INC.

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Xxxxx X. Xxxxxxx
		Title: Vice President, Finance and CFO

		XXXXXXX DENVER INTERNATIONAL, INC. XXXXX-XXXXXX EQUIPMENT COMPANY, INC. XXXXXXX DENVER WATER JETTING SYSTEMS, INC.

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Xxxxx X. Xxxxxxx
		Title: Chairman

Signature Page to Amendment and Waiver No. 1
June 2006
Xxxxxxx Denver, Inc.


		XXXXXXX DENVER HOLDINGS INC. AIR-RELIEF, INC. XXXXXXX DENVER XXXX LLC EMCO WHEATON USA, INC.

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Xxxxx X. Xxxxxxx
		Title: Vice President, Finance

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.


		TCM INVESTMENTS, INC. XXXXXX INDUSTRIES INC. XXXXXX INDUSTRIES ASIA PACIFIC, INC. XXXXXX-XXXXXXXXXX PUMPS, INC. RIETSCHLE XXXXXX XXXXXXX, INC. XXXXXXX DENVER XXXXXX, INC.

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Xxxxx X. Xxxxxxx
		Title: President

Signature Page to Amendment No. 1
June 2006
Xxxxxxx Denver, Inc.

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Table of Contents

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 28, 2006

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