0000912057-02-011835 Sample Contracts

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Credit Agreement • March 27th, 2002 • Veeco Instruments Inc • Special industry machinery, nec • New York

FOURTH AMENDMENT dated as of March 20, 2002 (this "Amendment") to the Credit Agreement dated as of April 19, 2001, as amended September 17, 2001, December 21, 2001 and February 7, 2002 (as further amended, restated, supplemented or modified, the "Credit Agreement") by and among VEECO INSTRUMENTS INC., a Delaware corporation (the "Company"), FLEET NATIONAL BANK, a national banking association, as Administrative Agent and as a Lender, JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as Syndication Agent and as a Lender, HSBC BANK USA, a national banking association organized under the laws of the United States of America, as Documentation Agent and as a Lender, and the other Lenders party thereto.

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Credit Agreement • March 27th, 2002 • Veeco Instruments Inc • Special industry machinery, nec • New York

THIRD AMENDMENT dated as of February 7, 2002 (this "Amendment") to the Credit Agreement dated as of April 19, 2001, as amended September 17, 2001 and December 21, 2001 (as the same may be further amended, restated, modified or otherwise supplemented, from time to time, the "Credit Agreement") by and among VEECO INSTRUMENTS, INC., a Delaware corporation (the "Company"), FLEET NATIONAL BANK, a national banking association, as Administrative Agent and as a Lender, JPMORGAN CHASE BANK, formerly known as The Chase Manhattan Bank, a New York banking corporation, as Syndication Agent and as a Lender, HSBC BANK USA, a New York banking corporation, as Documentation Agent and as a Lender, and the other Lenders party thereto.

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Credit Agreement • March 27th, 2002 • Veeco Instruments Inc • Special industry machinery, nec • New York

CONSENT AND SECOND AMENDMENT dated as of December 21, 2001 (this "Consent and Amendment") to the Credit Agreement dated as of April 19, 2001, as amended September 17, 2001 (as may be further amended, restated, modified or otherwise supplemented, from time to time, the "Credit Agreement") by and among VEECO INSTRUMENTS, INC., a Delaware corporation (the "Company"), FLEET NATIONAL BANK, a national banking association, as Administrative Agent and as a Lender, JPMORGAN CHASE BANK, formerly known as The Chase Manhattan Bank, a New York banking corporation, as Syndication Agent and as a Lender, HSBC BANK USA, a New York banking corporation, as Documentation Agent and as a Lender, and the other Lenders party thereto.

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