AMENDING AGREEMENT to the AMENDED AND RESTATED CREDIT AGREEMENT dated April 26, 2012

Exhibit 10.1

AMENDING AGREEMENT

to the AMENDED AND RESTATED CREDIT AGREEMENT dated April 26, 2012

This Agreement is made effective as of March 31, 2015

BETWEEN:

POWELL CANADA INC., a Canada Corporation

OF THE FIRST PART

POWELL INDUSTRIES, INC., a Delaware Corporation

OF THE SECOND PART

NEXTRON LIMITED, a Canada Corporation

OF THE THIRD PART

PCG NORTHERN SERVICES INC., a Canada Corporation

OF THE FOURTH PART

HSBC BANK CANADA, a Canadian Chartered Bank

OF THE FIFTH PART

WHEREAS the parties hereto wish to extend and renew those certain credit facilities set out in the Amended and Restated Credit Agreement dated April 26, 2012 (the "Agreement");

AND WHEREAS the parties hereto wish to amend certain terms of the Agreement to reflect the extension and renewal of the credit facilities contained therein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements contained in the Agreement and herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

""NEXTRON LIMITED, a Canada Corporation, and PCG Northern Services Inc., a Canada Corporation (hereinafter sometimes referred to as "Nextron" and "PCG" respectively and sometimes referred to as the "Subsidiaries")"

""Canadian Prime Rate" means, for any day, the variable annual rate of interest per annum established from time to time by the Lender as the reference rate of interest for the determination of interest rates that the Lender will charge to customers in Canada for Canadian Dollar prime rate loans and which was 2.85%pa on March 24, 2015."

""Closing Date" means March 31, 2015."

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""DSL Facility" means the foreign exchange daily settlement facility in the maximum principal amount of U.S. $5,000,000.00 to be made available to the Borrower by the Lender in accordance with the provisions hereof, subject to any reduction in accordance with the provisions hereof."

""DSL-Facility Commitment" means-the maximum principal amount the Lender has agreed to make available to the Borrower under the DSL Facility, being U.S. $5,000,000.00, subject to reductions or adjustments pursuant to the terms hereof."

""F/X Facility" means the foreign exchange forward contract facility in the maximum principal amount of U.S. $5,000,000.00 to be made available to the Borrower by the Lender in accordance with the provisions hereof, subject to any reduction in accordance with the provisions hereof, and to be governed by the terms of the Lender's Agreement for Foreign Exchange Contracts."

""F/X Facility Commitment" means the maximum principal amount the Lender has agreed to make available to the Borrower under the F/X Facility, being U.S. $5,000,000.00, subject to reductions or adjustments pursuant to the terms hereof."

""Maturity Date" means March 31, 2018."

""Subsidiary" means, with respect to any person ("X"):

provided that, unless otherwise expressly provided or the context otherwise requires, references herein to "Subsidiary" or Subsidiaries" shall be and shall be deemed to be references to Subsidiaries of the Borrower, and shall include Nextron and PCG."

The Borrower will pay to the Lender, on or before the Closing Date, an up-front commitment fee equal to 0.30% of the Revolving Facility Commitment.  Fees collected by the Lender shall be its property as consideration for the time, effort and expense incurred by it in the review and administration of documents and financial statements, and

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the Borrower acknowledges and agrees that the determination of these costs is not feasible and that the fees set out herein represent a reasonable estimate of such costs."

Except for Permitted Dispositions, the Borrower shall not, and shall not permit its Subsidiaries to:

Notwithstanding this Section 10.2(e), it is understood and agreed that the Borrower's previous purchase of land and buildings was not a violation of Section 10.2 and the subsequent purchase of property and equipment for the purposes of expanding its Canadian headquarters will not be a violation of this Section 10.2."

As at each Quarter End, commencing with the Quarter ending March 31, 2015, the Consolidated Tangible Net Worth of Powell shall be equal or greater than the sum of:

"(a) Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by registered mail or sent by telecopier to the addresses or telecopier numbers specified below or, if to a Subsidiary, in care of the Borrower.  Notices sent by hand or overnight courier service, or mailed by registered mail, shall be deemed to have been given when received, notices sent by telecopier shall be deemed to have been given when sent (except that, if not given on a business day between 9:00 a.m. and

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5:00 p.m. local time where the recipient is located, shall be deemed to have been given at 9:00 a.m. on the next business day for the recipient).  The respective parties' addresses and contact information shall be as follows:

To the Borrower, Nextron and PCG:

Powell Canada Inc.

Acheson Range Road Facility- Head Office

53032 Range Road 263A, Acheson, Alberta T7X 5A5

Attention:  Don Madison

Facsimile: _____________

To Powell:

Powell Industries Inc.

8550 Mosley Drive

Post Office Box 12818

Houston, Texas, USA 77075

Attention:  Don Madison

Facsimile: _____________

To the Lender:

HSBC Bank Canada

9th Floor, 10250-101 Street NW

Edmonton, Alberta, Canada T5J 3P4

Attention:  Keith Peters

Fax: (780) 426-2660

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IN WITNESS WHEREOF the parties hereto have executed this Agreement.