AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 18, 2007

Exhibit 10

EXECUTION COPY

AMENDMENT NO. 3

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of May 18, 2007

THIS AMENDMENT NO. 3 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 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 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 6.16(v) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(v) an additional aggregate amount not to exceed $75,000,000 at any one time outstanding consisting of Letters of Credit (excluding all Facility LCs, but including all Existing LCs), surety bonds and bank guarantees;

1.2. Section 6.16(vi) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(vi) Contingent Obligations of any Borrower or Subsidiary with respect to the obligations of any Subsidiary or other Person in which any Borrower has a direct or indirect Investment, provided that the aggregate amount of all such Contingent Obligations, when added to the aggregate amount of all outstanding Investments permitted by clause (x) of Section 6.15, shall not at any time exceed $75,000,000;

1.3. Section 6.16 of the Credit Agreement is hereby amended to insert new clauses (xii) and (xiii) therein immediately following the existing clause (xi) thereof as follows:

“, (xii) Contingent Obligations of any Subsidiary consisting of guarantees in respect of the obligations of other Subsidiaries under multi-employer pension plans; and (xiii) Contingent Obligations of any Subsidiary consisting of guarantees in respect of notional pooling arrangements.”

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 each of the Required Lenders; and

(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.

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 (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 as of such earlier date).

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 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 No. 3
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. 3
Xxxxxxx Denver, Inc.


	BEAR XXXXXXX CORPORATE LENDING INC., Individually as a Lender and as Syndication Agent for the Term Loan Facility
	By:
		Print Name:
		Title:

Signature Page to Amendment No. 3
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. 3
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. 3
Xxxxxxx Denver, Inc.


NATIONAL CITY BANK, 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. 3
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. 3
Xxxxxxx Denver, Inc.


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH (f/k/a The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch), Individually as a Lender
By:	/s/ Xxxxxxxxx Xxxxxxx
	Print Name:	Xxxxxxxxx Xxxxxxx
	Title:	General Manager

Signature Page to Amendment No. 3
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. 3
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. 3
Xxxxxxx Denver, Inc.


SCOTIABANC INC., Individually as a Lender
By:	/s/ M. D. Xxxxx
	Print Name:	M. D. Xxxxx
	Title:	Agent Operations

Signature Page to Amendment No. 3
Xxxxxxx Denver, Inc.


THE BANK OF NEW YORK, Individually as a Lender
By:	/s/ Xxxxx X. Xxxxx
	Print Name:	Xxxxx X. Xxxxx
	Title:	Vice President

Signature Page to Amendment No. 3
Xxxxxxx Denver, Inc.


	FIFTH THIRD BANK, Individually as a Lender
	By:
		Print Name:
		Title:

Signature Page to Amendment No. 3
Xxxxxxx Denver, Inc.


	LASALLE BANK NATIONAL ASSOCIATION, Individually as a Lender
	By:
		Print Name:
		Title:

Signature Page to Amendment No. 3
Xxxxxxx Denver, Inc.


FIRST BANK, Individually as a Lender
By:	/s/ Xxxxx X. Xxxxxxxxx
	Print Name:	Xxxxx X. Xxxxxxxxx
	Title:	Senior Vice President

Signature Page to Amendment No. 3
Xxxxxxx Denver, Inc.


BANK OF AMERICA, N.A., Individually as a Lender
By:	/s/ Xxxxxxx Xxxx
	Print Name:	Xxxxxxx Xxxx
	Title:	Vice President

Signature Page to Amendment No. 3
Xxxxxxx Denver, Inc.


GUARANTY BANK, Individually as a Lender
By:	/s/ Xxxxxxx Xxxxxxxxxxxx
	Print Name:	Xxxxxxx Xxxxxxxxxxxx
	Title:	Senior Vice President

Signature Page to Amendment No. 3
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. 3
Xxxxxxx Denver, Inc.


	KBC BANK, NV, Individually as a Lender
	By:
		Print Name:
		Title:


	By:
		Print Name:
		Title:

Signature Page to Amendment No. 3
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. 3
Xxxxxxx Denver, Inc.

EXHIBIT A

REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 3 dated May 18, 2007 (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.

Dated as of May 18, 2007

[Signature pages follow]


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

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

TCM INVESTMENTS, INC. XXXXXX INDUSTRIES INC. XXXXXX INDUSTRIES ASIA PACIFIC, INC. XXXXXXX DENVER OBERDORFER PUMPS, INC. XXXXXXX DENVER HANOVER, INC. XXXXXXX DENVER XXXXXX, INC.
By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	President

Signature Page to Reaffirmation with respect to Amendment No. 3
Xxxxxxx Denver, Inc.

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AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 18, 2007

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