FIRST AMENDMENT dated as of February 12, 2019
(this Amendment), to the CREDIT AGREEMENT dated as of
November 30, 2017 (the Credit Agreement), among WATERS
CORPORATION, a Delaware corporation (the Company), the
LENDERS from time to time party hereto, and JPMORGAN
CHASE BANK, N.A., as Administrative Agent.
WHEREAS, the Lenders have agreed to extend credit to the Company under the Credit Agreement on the terms and subject to the conditions set forth therein;
WHEREAS, the Company has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement to make certain changes as set forth herein; and
WHEREAS, in order to effectuate the foregoing, the Company, the Lenders party hereto (which constitute the Required Lenders for this Amendment) and the Administrative Agent have agreed that the Credit Agreement be amended, on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the recitals hereto) have the meanings assigned to them in the Credit Agreement.
SECTION 2. Amendment to the Credit Agreement. Effective as of the First Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a) Section 1.01 is hereby amended by adding the following defined terms in the appropriate alphabetical order:
CFC means a controlled foreign corporation within the meaning of Section 957 of the Code.
CFC Holdco means a Subsidiary that has no material assets other than equity interests in one or more CFCs.
(b) The definition of Excluded Subsidiary in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: