FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

          FIRST AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ’), dated as of June 29, 2007, among AMETEK, INC., a Delaware corporation (the “ Company ”), the Designated Subsidiary Borrowers (as defined in the Credit Agreement referred to below) from time to time party to the Credit Agreement, the lending institutions listed from time to time on Schedule I to the Credit Agreement (each, a “ Bank ” and, collectively, the “ Banks ”), Bank of America, N.A., PNC Bank, National Association, SunTrust Bank and Wachovia Bank, N.A., as syndication agents (each, a “ Syndication Agent ” and, collectively, the “ Syndication Agents ”), and JPMorgan Chase Bank, N.A. (“ JPMorgan Chase ”), as administrative agent (in such capacity, and together with its successors in such capacity, the “ Administrative Agent ”) for the Banks. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement.

W I T N E S S E T H :

          WHEREAS, the Company, the Designated Subsidiary Borrowers, the Banks and JPMorgan Chase, as Administrative Agent, are parties to a Credit Agreement, dated as of September 17, 2001 and amended and restated as of June 17, 2005 and further amended and restated as of October 6, 2006 (as in effect on the date hereof, the “ Credit Agreement ”); and

          WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided;

          NOW, THEREFORE, it is agreed:

I. Amendments .

          1. Schedule I to the Credit Agreement is hereby deleted in its entirety and replaced with a revised Schedule I in the form of Schedule I attached hereto.

          2. Each Bank hereby approves an increase (if any) in its Commitment resulting in such Bank’s Commitment totaling the amount set forth opposite its name under the column entitled “Commitment” on Schedule I to the Credit Agreement (as amended pursuant to Section 1 hereof), with each such increase to be effective as of the Amendment Effective Date (as defined below). The parties hereby agree that (i) on the Amendment Effective Date (after giving effect to the increase in the Commitment of each Bank pursuant to this Section 2), (I) the Total Commitment shall increase by the aggregate amount of the increases in the Commitments of the Banks effected hereby, and (II) there shall be an automatic adjustment to the participations by the Banks in all outstanding Letters of Credit and Unpaid Drawings to reflect the new Percentages of the Banks, (ii) notwithstanding anything to the contrary contained in the Credit Agreement, in connection with the increase in the Total Commitment pursuant to this Section 2, the Borrowers shall, at the request of, and in coordination with, the Administrative Agent and the Banks, repay outstanding Revolving Loans of certain Banks and, if necessary, incur additional Revolving Loans from other Banks, in each case so that the Banks participate in each Borrowing

of Revolving Loans pro rata on the basis of their Commitments (after giving effect to the increase in the Total Commitment pursuant to this Section 2), (iii) any breakage or similar costs of the type described in Section 1.12 of the Credit Agreement incurred by the Banks in connection with any repayment or reborrowing of Revolving Loans contemplated by preceding clause (ii) shall be for the account of the Borrowers and (iv) promptly after each Bank’s Commitment is increased by operation of this Section 2, the Borrower shall deliver to it, upon its request, a Note or replacement Note, as applicable, in the amount of such Bank’s Commitment after giving effect to the increase thereof.

          3. Sections 7.01(a) and 7.01(b) of the Credit Agreement are hereby amended by deleting the text “As soon as available” appearing in the first sentence of each of the aforementioned Sections and inserting the text “Promptly after the filing thereof with the SEC” in lieu thereof.

          4. Section 7.01(d) of the Credit Agreement is hereby amended by (i) deleting the text “(x)” appearing in said Section, (ii) deleting the word “and” immediately preceding clause “(y)” thereof and (iii) deleting clause “(y)” thereof.

          5. Section 7.01(f) of the Credit Agreement is hereby amended by (i) inserting the text “(provided that such notice shall only be required in the event that such matters would reasonably be likely to have a Material Adverse Effect)” immediately following the text “notice of the following matters” and immediately preceding the colon, (ii) deleting the text “that is or could reasonably be expected to result in a liability in excess of $1,000,000” appearing in clause “(i)” thereof, (iii) deleting the text “that is or could reasonably be expected to result in a liability in excess of $1,000,000” appearing in clause “(ii)” thereof, and (iv) deleting the word “and” appearing at the end of clause “(iii)” thereof and inserting the word “or” in lieu thereof.

          6. Section 7.01 of the Credit Agreement is hereby amended by inserting the following paragraph immediately following Section 7.01(h):

“Reports required to be delivered pursuant to subsections (a), (b) and (h) of this Section 7.01 shall be deemed to have been delivered on the date on which the Company posts such reports on the Company’s website on the Internet at the website address listed on the signature pages hereof or when such report is posted on (i) Intralinks or another similar electronic system or (ii) the SEC’s website at www.sec.gov; provided that the Company shall deliver paper copies of the reports referred to in subsections (a), (b) and (h) of this Section 7.01 to the Administrative Agent or any Bank which requests the Company to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent or such Bank and provided further , that in every instance the Company shall provide paper copies of the certificate required by subsection (c) and the notice required by subsections (d) and (e) to the Administrative Agent and each of the Banks until such time as the Administrative Agent shall provide the Company written notice otherwise.”

          7. Section 7.02 of the Credit Agreement is hereby amended by deleting the second sentence thereof and inserting the following text in lieu thereof:

“The Company will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent (who may be accompanied, at the reasonable expense of the Company, by a representative of any Bank), upon reasonable prior notice, periodically (but no more frequently than annually, except if an Event of Default shall be continuing), to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.”

          8. Section 7.03 of the Credit Agreement is hereby amended by inserting the word “material” immediately following the word “all” and immediately preceding the word “taxes” appearing therein.

          9. Section 7.04 of the Credit Agreement is hereby amended by deleting the entire text appearing in said Section and inserting the following text in lieu thereof:

“ Corporate Franchises . The Company will, and will cause each of its Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence, rights, franchises, intellectual property and authority to do business, in each case, to the extent that the failure to do so would reasonably be expected to have a Material Adverse Effect, provided that (i) any transaction permitted by Section 8.01 will not constitute a breach of this Section 7.04 and (ii) in any case, the Company and each Designated Subsidiary Borrower must keep in full force and effect its existence.”

          10. Sections 7.05(b), 7.07, 7.12, 8.01(b), 8.01(d), 8.01(h), 8.01(i), 8.04, 8.05, 8.06 and 8.11 of the Credit Agreement are hereby amended by deleting the text appearing in each of the aforementioned Sections in its entirety and inserting “[Intentionally Omitted]” in lieu thereof.

          11. Section 8.01 of the Credit Agreement is hereby amended by deleting the text “, or enter into any partnerships, joint ventures or sale-leaseback transactions, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or any part of the pro