0000950123-11-046109 Sample Contracts

Waters Corporation 2.50% Senior Guaranteed Notes, Series C, due March 15, 2016 3.22% Senior Guaranteed Notes, Series D, due March 15, 2018 and 3.97% Senior Guaranteed Notes, Series E, due March 15, 2021 Note Purchase Agreement Dated March 15, 2011
Waters Corp /De/ • May 6th, 2011 • Laboratory analytical instruments • New York

Waters Corporation, a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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Waters Corporation First Amendment to Note Purchase Agreement Re: Note Purchase Agreement Dated as of February 1, 2010 and $100,000,000 3.75% Senior Guaranteed Notes, Series A, due February 1, 2015 $100,000,000 5.00% Senior Guaranteed Notes, Series B,...
Note Purchase Agreement • May 6th, 2011 • Waters Corp /De/ • Laboratory analytical instruments • New York

Reference is made to (i) the Note Purchase Agreement dated as of February 1, 2010, by and among Waters Corporation, a Delaware corporation (the “Company”), and each of you (the “Agreement”), (ii) the $100,000,000 aggregate principal amount of 3.75% Senior Guaranteed Notes, Series A, due February 1, 2015 of the Company (the “Series A Notes”), and (iii) the $100,000,000 aggregate principal amount of 5.00% Senior Guaranteed Notes, Series B, due February 1, 2020 of the Company (the “Series B Notes” and collectively with the Series A Notes, the “Notes”). Capitalized terms used in this First Amendment to Note Purchase Agreement (this “Amendment”) without definition shall have the meanings given such terms in the Agreement.

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