<PAGE>
Exhibit 10.22
THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment"), dated as of September 14,
2000, among Waters Corporation ("Holdings"), Waters Technologies Corporation
(the "Borrower"), the lenders listed on the signature pages hereof (the
"Banks"), and Bankers Trust Company, as Agent (in such capacity, the "Agent").
All capitalized terms used herein and not otherwise defined herein shall have
the respective meanings provided for such terms in the Credit Agreement referred
to below.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower, the Banks of the Credit Agreement and
the Agent are parties to a Credit Agreement, dated as of November 22, 1995 and
amended and restated as of June 16, 1997 ( as further amended, modified and
supplemented to date, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. Section 8.05(z) of the Credit Agreement is hereby amended by (i)
deleting the text "$35,000,000" appearing therein and (ii) inserting the text
"$100,000,000" in lieu thereof.
2. In order to induce the Banks to enter into this Amendment, each of
Holdings and the Borrower hereby represents and warrants that (i) the
representations, warranties and agreements contained in Section 6 of the Credit
Agreement are true and correct in all material respects on the Third Amendment
Effective Date (as defined in Section 6 of this Amendment after giving effect
thereto) both before and after giving effect to the Amendment with the same
effect as though such representations and warranties had been made on and as of
the Third Amendment Effective Date (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date) and (ii) there exists no Default or Event of Default on the
Third Amendment Effective Date, both before and after giving effect to this
Amendment.
3. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
4. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
<PAGE>
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
6. This Amendment shall become effective on the date (the "Third
Amendment Effective Date") when each of Holdings, the Borrower and the Required
Banks shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its address for notice provided for in
the Credit Agreement;
* * *
-2-
<PAGE>
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.
WATERS CORPORATION
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
WATERS TECHNOLOGIES CORPORATION
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
WATERS FRANCE HOLDING CORP.
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
WATERS INVESTMENTS LIMITED
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
NIHON WATERS LIMITED
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
WFE HOLDING, INC.
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
<PAGE>
WATERS ASIA LIMITED
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
WATERS OPERATING CORP.
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
T.A. INSTRUMENTS, INC.
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
WATERS OPERATING COMPANY, L.L.C.
By /s/ Philip S. Taymor
------------------------------------
Title: Senior Vice President and CFO
BANKERS TRUST COMPANY,
Individually, as Agent
and as Collateral Agent
By /s/ Mary Kay Cole
------------------------------------
Title: Managing Director
<PAGE>
FLEET BANK, N.A.
CREDIT INDUSTRIEL ET COMMERCIAL
ABN AMRO BANK N.V.
THE BANK OF NEW YORK
THE BANK OF NOVA SCOTIA
BANK OF SCOTLAND
THE BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
CREDIT AGRICOLE INDOSUEZ
THE SAKURA BANK, LIMITED,
NEW YORK BRANCH
WACHOVIA BANK, N.A.
FUJI BANK, LIMITED
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
THE INDUSTRIAL BANK OF JAPAN
MELLON BANK, N.A.
THE MITSUI TRUST & BANKING
CO., LTD.
ALLIED IRISH BANKS, P.L.C.,
NEW YORK BRANCH
CITIZENS BANK OF MASSACHUSETTS
THE ROYAL BANK OF SCOTLAND,
PLC.
USTRUST
