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|Waters Corporation || ||Second Amendment to Note Purchase Agreement|
(e) Before and after giving effect to this Amendment, there are no Defaults or Events of Default under the Agreement, as amended hereby.
(f) The execution, delivery and performance of this Amendment and the Agreement, as amended hereby, does not and will not result in a violation of or default under (A) the articles of incorporation or bylaws of the Company, (B) any agreement to which the Company is a party or by which it is bound or to which the Company or any of its properties is subject, (C) any order, writ, injunction or decree binding on the Company, or (D) any statute, regulation, rule or other law applicable to the Company.
(g) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Amendment and the Agreement, as amended hereby.
(h) Other than this Amendment and the First Amendment to Note Purchase Agreement dated as of March 15, 2011, there are no other amendments, modifications, supplements or waivers to the Agreement.
(i) The Noteholders listed on Schedule I to this Amendment are the holders of record of all outstanding Notes issued under the Agreement and set forth opposite their names in such Schedule is the correct outstanding principal amount of the Notes of such Noteholder.
(j) Other than the 0.05% amendment fee provided to the holders of Notes in connection with NPA Amendments, the Company or its affiliates have not paid or agreed to pay any fees or other consideration, or given any additional security or collateral, or shortened the maturity or average life of any indebtedness or permanently reduced any borrowing capacity, in each case, required in connection with the obtaining of any consents or approvals in connection with the transactions contemplated hereby including, in connection with the NPA Amendments or the Credit Agreement Amendment.
SECTION 4. MISCELLANEOUS.
Section 4.1. Except as amended herein, all terms and provisions of the Agreement and related agreements and instruments are hereby ratified, confirmed and approved in all respects.
Section 4.2. Each reference in the Agreement to this Agreement, hereunder, hereof, or words of similar import in instruments or documents provided for in the Agreement or delivered or to be delivered thereunder or in connection therewith, shall, except where the context otherwise requires, be deemed a reference to the Agreement, as amended hereby.
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