Attached files
Exhibit
10.1
AMENDMENT
NO. 3
This
AMENDMENT NO. 3, dated as of February 26, 2010 (this “Amendment”), of that
certain Credit Agreement referenced below is by and among MILLIPORE CORPORATION,
a Massachusetts corporation (the “Company”), the other
Credit Parties identified on the signature pages hereto, BANK OF AMERICA, N.A.,
as Administrative Agent for and on behalf of the Lenders, and the Lenders
identified on the signature pages hereto. Capitalized terms used but not
otherwise defined herein shall have the meanings provided in the Credit
Agreement.
WITNESSETH
WHEREAS,
a €465 million revolving credit facility has been established in favor of the
Company and certain of its subsidiaries pursuant to the terms of that certain
Credit Agreement dated as of December 15, 2005, as amended (as further amended,
restated, increased, supplemented or otherwise modified from time to time, the
“Credit
Agreement”) among (i) the Company, as domestic borrower, (ii) Millipore
Ireland B.V., a limited liability company existing under the laws of the
Netherlands, Millipore Cork, an unlimited company existing under the laws of
Ireland, Millipore SAS, a limited liability company existing under the laws of
France, as foreign borrowers, (iii) the Company and certain of its subsidiaries,
as guarantors, (iv) the lenders identified therein, and (v) Bank of America,
N.A., as administrative agent;
WHEREAS,
the Company has requested that the Lenders agree to amend the Credit Agreement
in the manner set forth herein; and
WHEREAS,
the Lenders party hereto have agreed to the requested amendment on the terms and
conditions set forth herein.
NOW,
THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
SECTION
1. Amendment to Credit
Agreement. Subject to the terms and conditions set forth herein, the
definition of the term “Change of Control” set forth in Section 1.01
(Definitions) of the Credit Agreement is hereby amended by deleting “, or shall
have acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition of
or control over,”.
SECTION
2. Conditions Precedent.
This Amendment shall become effective upon receipt by the Administrative Agent
of executed copies of the signature pages to this Amendment from the Company,
the Administrative Agent, the Required Lenders, and the other Credit Parties
party hereto. The Administrative Agent will promptly notify the
Company and the Lenders when the conditions to the effectiveness of the
amendment provisions of Section 1 of this Amendment have been met and will
confirm that those provisions are effective. The provisions of
Section 1 shall not be effective until the Administrative Agent shall have given
such confirmation.
SECTION
3. Representations and
Warranties; Defaults. The Credit Parties affirm the
following:
(a) all
necessary action to authorize the execution, delivery and performance of this
Amendment has been taken;
(b) after
giving effect to this Amendment, the representations and warranties set forth in
the Credit Agreement and the other Credit Documents are true and correct in all
material respects as of the date hereof (except those which expressly relate to
an earlier period); and
(c) immediately
before and immediately after giving effect to this Amendment, no Default or
Event of Default shall exist
SECTION
4. Full Force and
Effect. Except as modified hereby, all of the terms and provisions of the
Credit Agreement and the other Credit Documents (including schedules and
exhibits thereto) shall remain in full force and effect.
SECTION
5. Expenses. The
Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including the reasonable fees and expenses of counsel to the
Administrative Agent.
SECTION
6. Counterparts. This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart. Delivery by any party hereto of an executed
counterpart of this Amendment by facsimile shall be effective as such party’s
original executed counterpart.
SECTION
7. Governing Law. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
2
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.
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MILLIPORE
CORPORATION,
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by
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/s/
Charles F. Wagner, Jr.
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Name:
Charles F. Wagner, Jr.
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Title:
Vice President and Chief Financial
Officer
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MILLIPORE
IRELAND B.V.,
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by
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/s/
Paul O’Connor
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Name:
Paul O’Connor
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Title:
Managing Director
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MILLIPORE
CORK,
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by
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/s/
Paul O’Connor
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Name:
Paul O’Connor
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Title:
Managing Director
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MILLIPORE
SAS,
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by
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/s/
Bernard Arend
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Name:
Bernard Arend
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Title:
President and Chairman
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[Amendment No. 3 to the Credit Agreement - Millipore]
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MILLIPORE
INTERNATIONAL
HOLDING
COMPANY B.V.,
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by
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/s/
Charles F. Wagner, Jr.
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Name:
Charles F. Wagner, Jr.
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Title:
Managing Director
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MILLILUX
SARL,
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by
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/s/
Paul O’Connor
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Name:
Paul O’Connor
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Title:
Manager
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MILLIPART
SARL,
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by
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/s/
Paul O’Connor
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Name:
Paul O’Connor
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Title:
Manager
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MILLIPORE
(U.K.) LIMITED,
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by
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/s/
Anthony J. Mattacchione
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Name:
Anthony J. Mattacchione
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Title:
Director
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MILLIPORE
IRELAND LIMITED,
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by
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/s/
Paul O’Connor
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Name:
Paul O’Connor
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Title:
Director
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MILLIPORE
AB,
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by
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/s/
Daniel A. Milewich
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Name:
Daniel A. Milewich
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Title:
Director
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by
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/s/
Didier Kauffer
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Name:
Didier Kauffer
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Title:
Director
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[Amendment No. 3 to the Credit Agreement - Millipore]
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BANK
OF AMERICA, N.A.,
as
Administrative Agent,
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by
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/s/
Kathleen M. Carry
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Name:
Kathleen M. Carry
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[Amendment No. 3 to the Credit Agreement - Millipore]
LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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The
Royal Bank of Scotland N.V. f/k/a
ABN
AMRO Bank N.V.
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By:
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/s/
Michele Costello
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Name:
Michele Costello
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Title:
Director
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By:
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/s/
Juan B. Lopez
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Name:
Juan B. Lopez
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Title:
Vice President
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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ALLIED
IRISH BANKS, PLC
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by:
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/s/ Michael Dudle
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Name: Michael
Dudle
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Title: Senior
Manager
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For any Lender requiring a second signature
line:
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by:
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/s/ Sharon Grearn
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Name: Sharon
Grearn
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Title: Relationship
Manager
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BANK
OF AMERICA, N.A.,
as
a Lender,
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by
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/s/
Robert LaPorte
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Name:
Robert LaPorte
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Title:
Vice President
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[Amendment
No. 3 to the Credit Agreement - Millipore]
LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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Citibank
NA
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by
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/s/
Henry H. Schwake
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Name:
Henry H. Schwake
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Title:
Managing Director
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GCB -
Consumer & Healthcare Group
633 W.
5th
Street - Ste. 6300
Los
Angeles, CA 90071
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For any
Lender requiring a second signature line:
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by
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Name:
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Title:
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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Commerzbank
AG
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by:
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/s/
Nathalie Neumann
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Name:
Nathalie Neumann
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Title:
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For any
Lender requiring a second signature line:
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by:
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/s/
Scharff
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Name:
Scharff
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Title:
Vice President
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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Credit
Industriel et Commercial, London
Branch
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by:
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/s/
P.L. Kitching
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Name:
P.L. Kitching
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Title:
Director, Corporate Banking
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For any
Lender requiring a second signature line:
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by:
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/s/
L. Batson
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Name:
L. Batson
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Title:
Credit Officer
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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DANSKE
BANK A/S
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by:
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/s/
Merete Ryvald-Christensen
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Name:
Merete Ryvald-Christensen
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Title:
Senior Credit Administrator
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For any
Lender requiring a second signature line:
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by:
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/s/
Henrik Ibsen
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Name:
Henrik Ibsen
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Title:
First Vice President
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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DnB
NOR Bank ASA
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by:
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/s/
Thomas Tangen
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Name:
Thomas Tangen
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Title:
Senior Vice President
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Head
of Corporate Banking
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For any
Lender requiring a second signature line:
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by:
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/s/
Kristin Riise
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Name:
Kristin Riise
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Title:
First Vice President
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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HSBC
Bank USA, National Association
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by:
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/s/
Kenneth V. McGraime
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Name:
Kenneth V. McGraime
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Title:
SVP, Commercial Executive
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For any
Lender requiring a second signature line:
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by:
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Name:
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Title:
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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J.P.
Morgan Europe Ltd.
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by:
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/s/
Tim Jacob
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Name:
Tim Jacob
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Title:
Senior Vice President
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For any
Lender requiring a second signature line:
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by:
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Name:
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Title:
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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JPMorgan
Chase Bank NA
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by:
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/s/
D. Scott Farquhar
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Name:
D. Scott Farquhar
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Title:
Vice President
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For any
Lender requiring a second signature line:
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by:
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Name:
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Title:
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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Mizuho
Corporate Bank, Ltd.
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by:
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/s/
Leon Mo
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Name:
Leon Mo
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Title:
Authorized Signatory
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For any
Lender requiring a second signature line:
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by:
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Name:
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Title:
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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NATIXIS
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by:
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/s/
Pascal Baffoy
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Name:
Pascal Baffoy
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Title:
Corporate Director
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For any
Lender requiring a second signature line:
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by:
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Name:
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Title:
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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Scotiabank
Europe plc
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by:
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/s/
John O’Connor
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Name:
John O’Connor
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Title:
Head of Credit Administration
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For any
Lender requiring a second signature line:
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by:
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Name:
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Title:
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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Svenska
Handelsbanken AB (publ) New York
Branch
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by:
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/s/
Anders Abilson
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Name:
Anders Abilson
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Title:
Vice President
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For any
Lender requiring a second signature line:
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by:
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/s/
Richard Johnson
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Name:
Richard Johnson
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Title:
Senior Vice President
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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UBS
Limited
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by:
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/s/
Graham Vance
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Name:
Graham Vance
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Title:
Managing Director
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For any
Lender requiring a second signature line:
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by:
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/s/
Andrew Santacroce
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Name:
Andrew Santacroce
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Title:
Director
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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UBS
Loan Finance LLC
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by:
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/s/
Mary E. Evans
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Name:
Mary E. Evans
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Title:
Associate Director
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Banking Products Services, US
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For any
Lender requiring a second signature line:
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by:
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/s/
Irja R. Otsa
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Name:
Irja R. Otsa
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Title:
Associate Director
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Banking Products Services, US
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LENDER
SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF
DECEMBER 15, 2005
To
approve Amendment No. 3:
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Name
of Lender
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Citibank
International PLC
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by:
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/s/
Julian Giliberti
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Name:
Julian Giliberti
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Title:
Citigroup Director
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For any
Lender requiring a second signature line:
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by:
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Name:
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Title:
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