ex10-1.htm


    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

              
	 
      	
                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:

      


      


      


      


      
        	
                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: