EXHIBIT 10AK
EXECUTION
AMENDMENT TO NOTE PURCHASE AGREEMENTS
This AMENDMENT TO NOTE PURCHASE AGREEMENTS (the "Amendment") is made as of
April 22, 2005, by and among ALLSTATE LIFE INSURANCE COMPANY ("Allstate"),
EMPLOYERS INSURANCE OF WAUSAU A MUTUAL COMPANY ("Wausau"), STATE FARM LIFE
INSURANCE COMPANY ("State Farm"), NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
("Nationwide")(Allstate, Wausau, State Farm and Nationwide are hereinafter
referred to collectively as the "Noteholders") and HAEMONETICS CORPORATION, a
Massachusetts corporation (the "Company").
All capitalized terms not defined herein but defined in certain Note
Purchase Agreements, each dated as of October 15, 1997 (as amended and
supplemented from time to time, the "Note Purchase Agreements"), by and among
the Noteholders and the Company, pursuant to which the Company issued certain
7.05% Senior Notes in the original aggregate principal amount of $40,000,000.00
(the "Notes") shall have the meanings given to such terms in the Note Purchase
Agreements.
Preliminary Statements:
A. The Noteholders are the current beneficial holders of all of the issued
and outstanding Notes; and
B. The Company has requested that Section 10.6 of the Note Purchase
Agreement be amended in order to permit the Company to invest in certain money
market funds, repurchase agreements, tax exempt obligations, and euro dollar
time deposits and other types of liquid investments, all as more particularly
described herein; and
C. The Noteholders are willing to accommodate with the foregoing request,
subject to the terms and conditions of this Amendment;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Amendment to Note Purchase Agreements. The first sentence of Section 10.6
of each of the Note Purchase Agreements is hereby amended by replacing the
period contained therein with a semicolon, and inserting thereafter the
following:
"(j) Investments by the Company or any Subsidiary in money market funds
(taxable or tax exempt) that are rated AAA by Standard & Poor's Ratings Group
and or Aaa by ▇▇▇▇▇'▇ Investors Service, Inc.;
(k) Investments by the Company or any Subsidiary in repurchase agreements
fully collateralized with U.S. Treasury Securities with a term of not more than
30 days and not to exceed $10.0 million with any one issuer for securities
described in clause (f) above and entered into with a financial institution
described in clause (g) above;
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(l) Investments by the Company or any Subsidiary in auction rate
securities and variable rate demand obligations rated A by Standard & Poor's
Ratings Group and or A2 by ▇▇▇▇▇'▇ Investors Service, Inc. or better and not to
exceed $15.0 million with any one issuer; and
(m) Investments by the Company or any Subsidiary in Eurodollar time or
demand deposits of non-U.S. banks rated A by Standard & Poor's Ratings Group and
or A2 by ▇▇▇▇▇'▇ Investors Service, Inc. or better and not to exceed $25.0
million with any one issuer."
2. Waiver. Each of the Noteholders hereby waives any Default or Event of
Default which may have occurred due to any past failure of the Company to comply
with the provisions of Section 10.6 of the Note Purchase Agreements. The
foregoing waiver shall operate solely with respect to the specific matter
described herein and shall not be construed as a waiver of any other Default or
Event of Default.
3. Ratification of Note Purchase Agreements and Notes. Subject to the
amendments expressly set forth in Section 1 of this Amendment, the Company
hereby ratifies and reaffirms all of the terms and provisions of the Note
Purchase Agreements and the Notes and hereby expressly acknowledges and confirms
that the terms and provisions of each thereof, as amended hereby, shall and do
remain in full force and effect.
4. Miscellaneous. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears hereon, and all of which shall together constitute
one and the same instrument. This Amendment shall become binding when one or
more counterparts hereof, individually or taken together, shall bear the
signatures of the Company and the Required Holders.
This Amendment shall be binding upon and inure to the benefit of the
parties hereto, and their respective representatives, successors and assigns.
This Amendment and all questions relating to its validity, interpretation,
performance and enforcement shall be governed by and construed in accordance
with the laws of the State of Illinois, notwithstanding any conflict-of-law
provisions to the contrary.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered under seal by their proper and duly authorized
officers as of the date first above written.
ALLSTATE LIFE INSURANCE COMPANY
By : s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. Casolas
Title:
Its duly authorized officer
By : s/ ▇▇▇▇▇ ▇.▇▇▇▇▇▇▇
-------------------------------------------------
Name:▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Its duly authorized officer
NATIONWIDE INDEMNITY COMPANY
(AS SUCCESSOR TO EMPLOYERS INSURANCE
OF WAUSAU A MUTUAL COMPANY)
By : s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Its duly authorized officer
STATE FARM LIFE INSURANCE COMPANY
By : s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Its duly authorized officer
By : s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------------
Name: s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
Its duly authorized officer
NATIONWIDE MUTUAL
FIRE INSURANCE COMPANY
By : s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Its duly authorized officer
HAEMONETICS CORPORATION
By : s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Chief Financial Officer
Its duly authorized officer
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