FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT dated as of April 17, 2020 and effective as of March 25, 2020 (the or this “First Amendment”) to the Note Purchase Agreement dated as of January 18, 2012 is between Bruker Corporation, a Delaware corporation (the “Company”) and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).
A. The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of January 18, 2012 (the “Note Purchase Agreement”). The Company has heretofore issued (i) $20,000,000 aggregate principal amount of its 3.16% Series 2012A Senior Notes, Tranche A, due January 18, 2017 (the “Series A Notes”), (ii) $15,000,000 aggregate principal amount of its 3.74% Series 2012A Senior Notes, Tranche B, due January 18, 2019 (the “Series B Notes”), (iii) $105,000,000 aggregate principal amount of its 4.31% Series 2012A Senior Notes, Tranche C, due January 17, 2022 (the “Series C Notes”) and (iv) $100,000,000 aggregate principal amount of its 4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024 (the “Series D Notes”), collectively with the Series C Notes, the “Notes”). The Series A Notes and Series B Notes are no longer outstanding.
B. The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.
C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.
D. All requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.
NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:
SECTION 1. AMENDMENTS.
Section 1.1. Section 22.6 of the Note Purchase Agreement shall be amended by adding the following language to the end of such Section:
“The parties agree to electronic contracting and signatures with respect to this Agreement and the other Note Documents (other than the Notes). Delivery of an electronic signature to, or a signed copy of, this Agreement and such other Note Documents (other than the Notes) by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed