Fourth Amendment to Restated Credit Agreement among Waters Corporation, Waters Technologies Corporation, and Lenders

Summary

This amendment, dated March 15, 2001, modifies the existing Credit Agreement between Waters Corporation, Waters Technologies Corporation, several affiliated companies, and a group of banks led by Bankers Trust Company. The amendment updates certain provisions related to guarantees of lease payments and the maximum amount of such guarantees, clarifies specific sections, and confirms that all other terms of the original agreement remain unchanged. The amendment becomes effective once all required parties have signed and delivered it. The agreement is governed by New York law.

EX-10.23 2 0002.txt FOURTH AMENDMENT TO RESTATED CREDIT AGREEMENT Exhibit 10.23 FOURTH AMENDMENT ---------------- 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: ----------- 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/ Philip S. Taymor --------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer 2 WATERS TECHNOLOGIES CORPORATION By: /s/ Philip S. Taymor ----------------------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer WATERS FRANCE HOLDING CORP. By: /s/ Philip S. Taymor ----------------------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer WATERS INVESTMENTS LIMITED By: /s/ Philip S. Taymor ----------------------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer NIHON WATERS LIMITED By: /s/ Philip S. Taymor ----------------------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer 3 WFE HOLDING, INC. By: /s/ Philip S. Taymor --------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer WATERS ASIA LIMITED By: /s/ Philip S. Taymor --------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer WATERS OPERATING CORP. By: /s/ Philip S. Taymor --------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer T.A. INSTRUMENTS, INC. By: /s/ Philip S. Taymor --------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer 4 WATERS OPERATING COMPANY, L.L.C. By: /s/ Philip S. Taymor --------------------------- 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 --------------------------- Title: FLEET BANK, N.A. By: /s/ Fleet Bank, N.A. --------------------------- Title: CREDIT INDUSTRIEL ET COMMERCIAL By: --------------------------- Title: 5 ABN AMRO BANK N.V. By:/s/ ABN Amro Bank N.V. --------------------------- THE BANK OF NEW YORK By: --------------------------- Title: THE BANK OF NOVA SCOTIA By: --------------------------- Title: BANK OF SCOTLAND By:/s/ Bank of Scotland --------------------------- 6 THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: --------------------------- Title: CREDIT AGRICOLE INDOSUEZ By: --------------------------- Title: THE SAKURA BANK, LIMITED, NEW YORK BRANCH By: --------------------------- Title: WACHOVIA BANK, N.A. By:/s/ Wachovia Bank, N.A. --------------------------- 7 FUJI BANK, LIMITED By: ----------------------------------------- Title: GENERAL ELECTRIC CAPITAL CORPORATION By:/s/ General Electric Capital Corporation ----------------------------------------- THE INDUSTRIAL BANK OF JAPAN By: ----------------------------------------- Title: MELLON BANK, N.A. By:/s/ Mellon Bank, N.A. ----------------------------------------- 8 THE CHUO MITSUI TRUST & BANKING CO., LTD. By: --------------------------- Title: ALLIED IRISH BANKS, P.L.C., NEW YORK BRANCH By: --------------------------- Title: CITIZENS BANK OF MASSACHUSETTS By: --------------------------- Title: THE ROYAL BANK OF SCOTLAND, PLC. By: --------------------------- Title: USTRUST By: --------------------------- Title: 9