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.
MILLIPORE CORPORATION, | |
by | |
/s/ Charles F. Wagner, Jr. | |
Name: Charles F. Wagner, Jr. | |
Title: Vice President and Chief Financial Officer |
MILLIPORE IRELAND B.V., | |
by | |
/s/ Paul O’Connor | |
Name: Paul O’Connor | |
Title: Managing Director |
MILLIPORE CORK, | |
by | |
/s/ Paul O’Connor | |
Name: Paul O’Connor | |
Title: Managing Director |
MILLIPORE SAS, | |
by | |
/s/ Bernard Arend | |
Name: Bernard Arend | |
Title: President and Chairman |
[Amendment No. 3 to the Credit Agreement - Millipore]
MILLIPORE INTERNATIONAL HOLDING COMPANY B.V., | |
by | |
/s/ Charles F. Wagner, Jr. | |
Name: Charles F. Wagner, Jr. | |
Title: Managing Director |
MILLILUX SARL, | |
by | |
/s/ Paul O’Connor | |
Name: Paul O’Connor | |
Title: Manager |
MILLIPART SARL, | |
by | |
/s/ Paul O’Connor | |
Name: Paul O’Connor | |
Title: Manager |
MILLIPORE (U.K.) LIMITED, | |
by | |
/s/ Anthony J. Mattacchione | |
Name: Anthony J. Mattacchione | |
Title: Director |
MILLIPORE IRELAND LIMITED, | |
by | |
/s/ Paul O’Connor | |
Name: Paul O’Connor | |
Title: Director |
MILLIPORE AB, | |
by | |
/s/ Daniel A. Milewich | |
Name: Daniel A. Milewich | |
Title: Director |
by | |
/s/ Didier Kauffer | |
Name: Didier Kauffer | |
Title: Director |
[Amendment No. 3 to the Credit Agreement - Millipore]
BANK OF AMERICA, N.A., as Administrative Agent, | |
by | |
/s/ Kathleen M. Carry | |
Name: Kathleen M. Carry | |
[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:
The Royal Bank of Scotland N.V. f/k/a ABN AMRO Bank N.V. | |
By: | /s/ Michele Costello |
Name: Michele Costello | |
Title: Director |
By: | /s/ Juan B. Lopez |
Name: Juan B. Lopez | |
Title: Vice President |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
ALLIED IRISH BANKS, PLC |
by: | |
/s/ Michael Dudle | |
Name: Michael Dudle | |
Title: Senior Manager |
For any Lender requiring a second signature line:
by: | |
/s/ Sharon Grearn | |
Name: Sharon Grearn | |
Title: Relationship Manager |
BANK OF AMERICA, N.A., as a Lender, | |
by | |
/s/ Robert LaPorte | |
Name: Robert LaPorte | |
Title: Vice President |
[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:
Name of Lender |
Citibank NA |
by | |
/s/ Henry H. Schwake | |
Name: Henry H. Schwake | |
Title: Managing Director | |
GCB - Consumer & Healthcare Group 633 W. 5th Street - Ste. 6300 Los Angeles, CA 90071 |
For any Lender requiring a second signature line:
by | |
Name: | |
Title: |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
Commerzbank AG |
by: | |
/s/ Nathalie Neumann | |
Name: Nathalie Neumann | |
Title: |
For any Lender requiring a second signature line:
by: | |
/s/ Scharff | |
Name: Scharff | |
Title: Vice President |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
Credit Industriel et Commercial, London Branch |
by: | |
/s/ P.L. Kitching | |
Name: P.L. Kitching | |
Title: Director, Corporate Banking |
For any Lender requiring a second signature line:
by: | |
/s/ L. Batson | |
Name: L. Batson | |
Title: Credit Officer |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
DANSKE BANK A/S |
by: | |
/s/ Merete Ryvald-Christensen | |
Name: Merete Ryvald-Christensen | |
Title: Senior Credit Administrator |
For any Lender requiring a second signature line:
by: | |
/s/ Henrik Ibsen | |
Name: Henrik Ibsen | |
Title: First Vice President |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
DnB NOR Bank ASA |
by: | |
/s/ Thomas Tangen | |
Name: Thomas Tangen | |
Title: Senior Vice President | |
Head of Corporate Banking |
For any Lender requiring a second signature line:
by: | |
/s/ Kristin Riise | |
Name: Kristin Riise | |
Title: First Vice President |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
HSBC Bank USA, National Association |
by: | |
/s/ Kenneth V. McGraime | |
Name: Kenneth V. McGraime | |
Title: SVP, Commercial Executive |
For any Lender requiring a second signature line:
by: | |
Name: | |
Title: |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
J.P. Morgan Europe Ltd. |
by: | |
/s/ Tim Jacob | |
Name: Tim Jacob | |
Title: Senior Vice President |
For any Lender requiring a second signature line:
by: | |
Name: | |
Title: |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
JPMorgan Chase Bank NA |
by: | |
/s/ D. Scott Farquhar | |
Name: D. Scott Farquhar | |
Title: Vice President |
For any Lender requiring a second signature line:
by: | |
Name: | |
Title: |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
Mizuho Corporate Bank, Ltd. |
by: | |
/s/ Leon Mo | |
Name: Leon Mo | |
Title: Authorized Signatory |
For any Lender requiring a second signature line:
by: | |
Name: | |
Title: |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
NATIXIS |
by: | |
/s/ Pascal Baffoy | |
Name: Pascal Baffoy | |
Title: Corporate Director |
For any Lender requiring a second signature line:
by: | |
Name: | |
Title: |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
Scotiabank Europe plc |
by: | |
/s/ John O’Connor | |
Name: John O’Connor | |
Title: Head of Credit Administration |
For any Lender requiring a second signature line:
by: | |
Name: | |
Title: |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
Svenska Handelsbanken AB (publ) New York Branch |
by: | |
/s/ Anders Abilson | |
Name: Anders Abilson | |
Title: Vice President |
For any Lender requiring a second signature line:
by: | |
/s/ Richard Johnson | |
Name: Richard Johnson | |
Title: Senior Vice President |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
UBS Limited |
by: | |
/s/ Graham Vance | |
Name: Graham Vance | |
Title: Managing Director |
For any Lender requiring a second signature line:
by: | |
/s/ Andrew Santacroce | |
Name: Andrew Santacroce | |
Title: Director |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
UBS Loan Finance LLC |
by: | |
/s/ Mary E. Evans | |
Name: Mary E. Evans | |
Title: Associate Director | |
Banking Products Services, US |
For any Lender requiring a second signature line:
by: | |
/s/ Irja R. Otsa | |
Name: Irja R. Otsa | |
Title: Associate Director | |
Banking Products Services, US |
LENDER SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE MILLIPORE CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2005
To approve Amendment No. 3:
Name of Lender |
Citibank International PLC |
by: | |
/s/ Julian Giliberti | |
Name: Julian Giliberti | |
Title: Citigroup Director |
For any Lender requiring a second signature line:
by: | |
Name: | |
Title: |