Exhibit 10.37
AMENDMENT TO RIGHTS AGREEMENT
WHEREAS, Waters Corporation, a Delaware corporation (the "Company"), and
EquiServe Trust Company, N.A. entered into a certain Rights Agreement, dated as
of August 9, 2002 (the "Rights Agreement"), under which EquiServe Trust Company,
N.A. was named the Rights Agent; and
WHEREAS, pursuant to the provisions of Sections 22 and 27 of the Rights
Agreement, the Company has given notice to EquiServe Trust Company, N.A. that
effective December 28, 2004 it is being removed as Rights Agent and The Bank of
New York, a New York trust company, is being appointed as the successor Rights
Agent under the Rights Agreement; and
WHEREAS, the Bank of New York has expressed its willingness and desire to
serve as such appointed successor Rights Agent effective as of December 29, 2004
subject to the parties entering into this Amendment to Rights Agreement pursuant
to the provisions of Section 28 of the Rights Agreement;
NOW, THEREFORE, it is mutually agreed between the Company and The Bank of
New York that the Rights Agreement shall be amended effective as of December 29,
2004 as follows:
1. The title page of the Rights Agreement shall be amended to replace
the name of the party designated as EQUISERVE TRUST COMPANY, N.A.
with the name THE BANK OF NEW YORK.
2. The introductory paragraph of the Rights Agreement shall similarly
be amended to have the name of the Rights Agent changed from
EquiServe Trust Company, N.A. to The Bank of New York and to have
The Bank of New York identified as a New York banking corporation.
3. Section 27 of the Rights Agreement shall be amended to replace the
name and address of EquiServe Trust Company, N.A. with the
following: The Bank of New York, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 Attention: Stock Transfer.
In all other respects the Rights Agreement shall remain unchanged and is
hereby ratified and confirmed by the parties hereto.
IN WITNESS WHEREOF, the Company and The Bank of New York have caused this
Amendment to Rights Agreement to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of this 4th day of
March 2005.
Attest:
By: /s/ Xxxxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------- -------------------------
Name: Xxxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President Title: Assistant Vice President
The Bank of New York The Bank of New York
