FIRST AMENDMENT AND WAIVER

EXHIBIT 10

EXECUTION COPY

     FIRST AMENDMENT AND WAIVER dated as of August 16, 2007 (this “ Amendment ”), to the FIVE-YEAR CREDIT AGREEMENT dated as of June 21, 2006 (as amended, supplemented or otherwise modified from time to time the “ Credit Agreement ”), among PALL CORPORATION (the “ Company ”), the Subsidiaries of the Company named on the signature pages thereto, the LENDERS from time to time party thereto, JPMORGAN CHASE BANK, N.A., as facility agent for the Lenders (the “ Facility Agent ”) and J.P. MORGAN EUROPE LIMITED, as London agent for the Lenders (the “ London Agent ” and, together with the Facility Agent, the “ Agents ”).

          WHEREAS the Company has informed the Agents and the Lenders that (a) it believes that it has understated its U.S. income tax payments and its provision for income taxes, (b) the understatement relates to the taxation of certain intercompany payable balances that mainly resulted from sales of products by a foreign subsidiary of the Company to a U.S. subsidiary of the Company, (c) as of the date of this Amendment, the Company expects its liability in respect of the foregoing will be approximately $130,000,000 plus interest and penalties, (d) the amount of additional tax provisions required to be recorded by the Company has not been determined as of the date of this Amendment and (e) the Company expects that it will be required to restate some or all of its financial statements for the fiscal years 1999 through 2006 and each of the fiscal quarters ended October 31, 2006, January 31, 2007, and April 30, 2007 and that, for its fiscal year ended July 31, 2007, it may be required to report one or more material weaknesses in its internal control over financial reporting (the matters referred to in this paragraph being called the “ Specified Matters ”).

          WHEREAS the Company has further informed the Agents and the Lenders that, as a result of the Specified Matters, (a) certain certifications, representations and warranties of the Company contained in or made pursuant to the Credit Agreement or other Loan Documents (or any document delivered in connection therewith) may have been inaccurate when made or may not be accurate if required to be made in the event of additional borrowings under the Credit Agreement, (b) the covenants set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.08 or 5.09 of the Credit Agreement may have been violated, (c) certain defaults may have occurred under other credit agreements, debt indentures or ISDA agreements of the Company, (d) the Company expects that it may not be able to deliver its Annual Report on Form 10-K for the fiscal year ended July 31, 2007 (the “ Affected Annual Report ”) or its Quarterly Report on Form 10-Q for its fiscal quarter ending October 31, 2007 (the “ Affected Quarterly Report ”), to the Facility Agent as and when it is required to do so by Section 5.01 of the Credit Agreement and (e) the foregoing inaccuracies, violations and other matters may, if not waived by the Lenders, have resulted in or will result in Events of Default pursuant to Section 7.01 of the Credit Agreement.

          WHEREAS the Company has requested that the Lenders waive, and the Lenders have agreed to waive, certain Defaults and failures of conditions precedent arising from the Specified Matters and the Company has requested that the Lenders

amend, and the Lenders have agreed to amend, Section 5.01 to extend the period of time during which the Company must deliver the Affected Annual Report and Affected Quarterly Report on the terms and subject to the conditions set forth herein.

          NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

          SECTION 1. Defined Terms. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Credit Agreement (as modified hereby).

          SECTION 2. Waiver. Effective as of the First Amendment and Waiver Effective Date (as defined below), the Lenders hereby waive (a) all breaches of representations and warranties under the Credit Agreement, Defaults caused by violations of Sections 5.01, 5.02, 5.03, 5.04, 5.08 and 5.09 of the Credit Agreement and failures to satisfy conditions precedent set forth in Section 4.02 of the Credit Agreement (including conditions precedent to any further borrowing under the Credit Agreement) resulting from the Specified Matters and (b) any Default that may occur pursuant to Section 7.01(e)(i)(B) or 7.01(e)(ii)(A) of the Credit Agreement as a result of violations of the Other Debt Agreements (as defined below) due to (i) the Specified Matters or (ii) the failure to file with the Securities and Exchange Commission or to transmit to holders thereunder the Affected Annual Report or the Affected Quarterly Report as and when required by the terms thereof (A) in the case of the Other Debt Agreements (other than the Material Debt Agreements (as defined below)) until October 31, 2007 and (B) in the case of the Material Debt Agreements, until September 6, 2007.

          SECTION 3. Amendment to Section 5.01. Effective as of the First Amendment and Waiver Effective Date, Section 5.01 of the Credit Agreement is hereby amended by:

          (a) replacing paragraph (a) of such Section with the following paragraph:

          (a) (i) with respect to each Fiscal Year of the Company (other than the Fiscal Year ended July 31, 2007), as soon as available, but in any event within 90 days after the end of each such Fiscal Year or at such earlier time as the SEC may require the Company to deliver its Form 10-K (commencing with the Fiscal Year ended July 31, 2006) and (ii) with respect to the Fiscal Year of the Company ended July 31, 2007, as soon as available, but in any event by December 31, 2007, a consolidated balance sheet of the Company and the Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of earnings, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required

Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such financial statement audit; provided that (i) the requirements of this paragraph shall be deemed satisfied by delivery within the time period specified above of (A) a copy of the Company’s Annual Report on Form 10-K for such Fiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) (“ Form 10-K ”) prepared in accordance with the requirements therefor and filed with the SEC or (B) a notice setting forth a written reference to a website that contains such Form 10-K (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) and (ii) on or prior to September 30, 2007, the Company shall deliver to the Facility Agent, in form and detail reasonably satisfactory to the Facility Agent and the Lenders, an unaudited condensed consolidated statement of earnings before interest and taxes, setting forth in comparative form the figures for the previous Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case with respect to the Company and its Subsidiaries as of and for the Fiscal Year ended July 31, 2007; and

          (b) replacing paragraph (b) of such Section with the following paragraph:

          (b) (i) with respect to each of the first three fiscal quarters of the Company in any Fiscal Year (other than the fiscal quarter ending October 31, 2007), as soon as available, but in any event within 45 days after the end of each such fiscal quarter or at such earlier time as the SEC may require the Company to deliver its Form 10-Q (commencing with the fiscal quarter ended October 31, 2006) and (ii) with respect to the fiscal quarter of the Company ending October 31, 2007, as soon as available, but in any event by December 31, 2007, (A) a consolidated balance sheet of the Company and the Subsidiar