Exhibit 10.23
FOURTH AMENDMENT
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FOURTH AMENDMENT (this "Amendment"), dated as of March 15, 2001, among
Waters Corporation ("Holdings"), Waters Technologies Corporation (the
"Borrower"), the lenders listed on the signature pages hereof (the "Banks"), and
Bankers Trust Company, as Agent (in such capacity, the "Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided for such terms in the Credit Agreement referred to
below.
WITNESSETH:
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WHEREAS, Holdings, the Borrower, the Banks of the Credit Agreement and
the Agent are parties to a Credit Agreement, dated as of November 22, 1995 and
amended and restated as of June 16, 1997 ( as further amended, modified and
supplemented to date, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. Section 6.20 of the Credit Agreement is hereby amended by
inserting the text "liabilities incurred under Section 8.04 (m) and" immediately
after the text "other than" appearing in the second parenthesis appearing
therein.
2. Section 8.01(b) of the Credit Agreement is hereby amended by
deleting the reference to "and (k)" at the end of clause (ii) thereof, and
inserting in lieu thereof the text ", (k) and (m)".
3. Section 8.04 of the Credit Agreement is hereby amended by
deleting sub-clause (m) thereof in its entirety and inserting the following new
sub-clause (m) in lieu thereof:
"(m) Indebtedness of Holdings and its Subsidiaries consisting of
guaranties of the lease payments owing by their customers in connection with
vendor financing programs under which products of the Borrower and/or its
Subsidiaries are sold to third party financing institutions which lease such
products to such customers, provided that the aggregate amount of all such
guaranties described in this Section 8.04(m) outstanding at any time shall not
exceed $25,000,000;"
4. In order to induce the Banks to enter into this Amendment, each of
Holdings and the Borrower hereby represents and warrants that (i) the
representations, warranties and agreements contained in Section 6 of the Credit
Agreement are true and correct in all material respects on the Fourth Amendment
Effective Date (as defined in Section 8 of this
1
Amendment after giving effect thereto) both before and after giving effect to
the Amendment with the same effect as though such representations and warranties
had been made on and as of the Fourth Amendment Effective Date (it being
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date) and (ii) there exists no
Default or Event of Default on the Fourth Amendment Effective Date, both before
and after giving effect to this Amendment.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
8. This Amendment shall become effective on the date (the "Fourth
Amendment Effective Date") when each of Holdings, the Borrower and the Required
Banks shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its address for notice provided for in
the Credit Agreement;
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
WATERS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
2
WATERS TECHNOLOGIES CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
WATERS FRANCE HOLDING CORP.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
WATERS INVESTMENTS LIMITED
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
NIHON WATERS LIMITED
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
3
WFE HOLDING, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
WATERS ASIA LIMITED
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
WATERS OPERATING CORP.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
T.A. INSTRUMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
4
WATERS OPERATING COMPANY, L.L.C.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Finance and
Administration and Chief Financial
Officer
BANKERS TRUST COMPANY,
Individually, as Agent
and as Collateral Agent
By: /s/ Bankers Trust Company
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Title:
FLEET BANK, N.A.
By: /s/ Fleet Bank, N.A.
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Title:
CREDIT INDUSTRIEL ET COMMERCIAL
By:
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Title:
5
ABN AMRO BANK N.V.
By:/s/ ABN Amro Bank N.V.
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THE BANK OF NEW YORK
By:
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Title:
THE BANK OF NOVA SCOTIA
By:
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Title:
BANK OF SCOTLAND
By:/s/ Bank of Scotland
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6
THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:
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Title:
CREDIT AGRICOLE INDOSUEZ
By:
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Title:
THE SAKURA BANK, LIMITED,
NEW YORK BRANCH
By:
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Title:
WACHOVIA BANK, N.A.
By:/s/ Wachovia Bank, N.A.
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7
FUJI BANK, LIMITED
By:
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Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:/s/ General Electric Capital Corporation
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THE INDUSTRIAL BANK OF JAPAN
By:
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Title:
MELLON BANK, N.A.
By:/s/ Mellon Bank, N.A.
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8
THE CHUO MITSUI TRUST & BANKING CO., LTD.
By:
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Title:
ALLIED IRISH BANKS, P.L.C.,
NEW YORK BRANCH
By:
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Title:
CITIZENS BANK OF MASSACHUSETTS
By:
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Title:
THE ROYAL BANK OF SCOTLAND,
PLC.
By:
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Title:
USTRUST
By:
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Title:
9
