Exhibit N to Separation Agreement
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Exhibit 2.19
SEPARATION REVOLVING CREDIT AGREEMENT
Dated: March 31, 2001
between
MILLIPORE CORPORATION
as Lender
and
MILLIPORE MICROELECTRONICS, INC.
as Borrower
THIS SEPARATION REVOLVING CREDIT AGREEMENT dated March ____, 2001, between
MILLIPORE CORPORATION, a Massachusetts corporation with a principal place of
business at ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Lender") and
MILLIPORE MICROELECTRONICS, INC., a Delaware corporation with a principal place
of business at ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Borrower")
IT IS AGREED:
1. The Lender shall establish the following revolving credit loan (the
"Credit") in favor of the Borrower on the following terms:
CREDIT AMOUNT AND CURRENCY: U.S.$100,000,000.00
DRAWDOWN DATE: From time to time at the request of the
Borrower until the below specified
Repayment Date, but only in multiples
of U.S.$ 100,000.
REPAYMENT DATE: The earlier of fifteen (15) business
days following the IPO Closing Date (as
defined in the Master Separation and
Distribution Agreement dated as of
February , 2001), or December 31, 2002.
INTEREST RATE: Until the Repayment Date 0% per annum,
thereafter 1.5% per annum above 12
month LIBOR, to be adjusted semi-
annually on the first days of January
and July of each year or if any such
day is not a Business Day, the
immediately following Business Day.
INTEREST PAYMENT DATE: Semi-annually on the first days of
January and July of each year or if any
such day is not a Business Day, the
immediately following Business Day.
For these purposes:
"Business Day" means a day in which banks are open for business in Dublin
and London.
"LIBOR" means the rate offered by ABN AMRO Bank N.V. to prime banks in the
London Interbank Market at or about 11:00 a.m. (London time) for twelve
months U.S. Dollar deposits on the second Business Day before the first day
of the relevant interest period, (being each period from one draw down date
or anniversary thereof to the next anniversary thereof (as adjusted for
Business Days)) or, if no such rate is available, at such time as
reasonably determined by the Lender after consultation with ABN AMRO Bank
N.V.
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2. Subject to the terms and conditions of this Revolving Credit Loan
Agreement, the Credit shall be available to the Borrower in whole or in
part from time to time, provided that the Lender shall have no obligation
to make any loan to the Borrower under the Credit after the Repayment Date.
Except as provided in clause (iii) below, each borrowing under the Credit
shall be made in whole multiples of U.S.$ 100,000. Loans shall be effected
at the principal office of the lender at such times before the Repayment
Date as the Borrower may request by three (3) Business Days' notice to the
Lender. During the term of the Credit, the Borrower may borrow, prepay and
reborrow in accordance with the provisions of this Revolving Credit Loan
Agreement.
(i) Loans under the Credit shall be evidenced by a promissory note in
the form of ANNEX A attached hereto (the "Credit Note"), payable to
the order of the Lender, duly executed on behalf of the Borrower,
dated the date of the first borrowing under the Credit. The
principal on the Credit Note shall be payable on or before the
Repayment Date and shall bear interest (computed on the basis of a
365-day year) from the Repayment Date on the unpaid principal amount
thereof at the Interest Rate, payable on the Interest Payment Dates,
commencing with the first of such dates next succeeding the date of
the Credit Note and continuing until the later of payment in full of
the Credit Note or the Repayment Date.
(ii) On three (3) Business Days' written notice (via facsimile or
registered mail) to Lender, the Borrower may at its option prepay
the Credit Note in whole at any time, or in part, from time to time,
without payment penalty or premium but with all accrued and unpaid
interest. Each partial prepayment shall be made in integrals of
U.S.$ 100,000.
(iii) Amounts due from the Borrower to the Lender or due from the Lender
to the Borrower in respect of Net Retention Adjustments pursuant to
Section 2.3 of the General Assignment and Assumption Agreement
between the Lender and the Borrower, in whatever integral, shall be
treated as loans or prepayments hereunder, respectively, and
notation thereof shall be made on the Credit Note in accordance with
clause (iv) below.
(iv) The Lender shall make notation on the Credit Note of the amount of
each loan made under the Credit, each payment or prepayment, the
date thereof, the balance remaining due on the Credit Note as the
result of each loan or payment and the other information specified
on Credit Note.
3. If the Borrower shall not pay on the due date any amount payable hereunder,
the Borrower shall pay to the Lender, without prejudice to any other rights
of the Lender hereunder or at law, default interest at the per annum rate
specified under Interest Rate in Section 1 above.
4. The Borrower's obligation to make any and all payments hereunder shall be
absolute and unconditional and shall not be affected by any event or
circumstance, including without limitation (I) any set-off, counterclaim,
defense or other right which the Borrower may have against the Lender or
any other person for any reason whatsoever, or (II) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing.
The Borrower shall make all payments hereunder in the currency in which
they are expressed to be due by 11:00 a.m. on the due date in the location
of payment to the Lender's account and bank specified by
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the Lender in advance, in full, and free and clear of all taxes and other
withholdings or deductions of whatsoever nature.
5. If the Borrower shall (I) make any default hereunder which is not remedied
within 21 days or (II) admit in writing its inability to pay its debts
generally as they fall due, or (III) apply for, or consent to, the
appointment of, or the taking of possession by, a receiver, trustee,
liquidator or the like of itself, or of all or a substantial part of its
assets or (IV) be adjudicated or declared bankrupt or insolvent by any
competent authority or (V) submit or consent to any proceedings for any
such action, adjudication or (VI) submit or consent to any proceedings for
any such action, adjudication or declaration, then, the Lender may,
notwithstanding any delay or previous waiver of the right to do so, by
notice in writing to the Borrower require the Borrower forthwith to prepay
the balance of the loan outstanding hereunder together with accrued but
unpaid interest and any other amounts owing hereunder, whereupon the same
shall become immediately due and payable on such date.
6. The Borrower shall not create or permit to exist any charge, mortgage, lien
or encumbrance whatsoever on any of its assets for money borrowed unless
the Borrower shall first have granted to the Lender security for its
obligations hereunder ranking at least pari passu therewith and (save for
debts preferred by law) the obligations hereunder shall rank at least pari
passu with all other liabilities of the Borrower.
7. The Borrower shall on demand indemnify the Lender, and reimburse the Lender
upon demand, for all costs, losses, expenses (including reasonable legal
expenses) and liabilities which the Lender may sustain or incur as a
consequence of the occurrence and continuance of any default hereunder or
any prepayment of any loan under the Credit pursuant to Clause 4.
8. The Borrower may not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of the Lender.
9. This Agreement shall in all respects be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts as applied
to transactions between Massachusetts residents taking place entirely
within Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized officers all as of the date first above
written.
MILLIPORE CORPORATION MILLIPORE MICROELECTRONICS, INC.
By: ______________________________ By: _________________________________
SIGNATURE SIGNATURE
___________________________________ _______________________________________
NAME, TITLE NAME, TITLE
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ANNEX A
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PROMISSORY NOTE
U.S.$ ___________ ___________ 2001
On ________________, FOR VALUE RECEIVED, MILLIPORE MICROELECTRONICS, INC. a
Delaware corporation with a principal place of business at ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (the "Maker"), hereby promises to pay to MILLIPORE
CORPORATION, a Massachusetts corporation (the "Payee"), or order, the sum of
_______________ U.S. Dollars (U.S.$ ___________), or such lesser unpaid
principal amount then advanced. After maturity this Note shall bear interest at
an annual rate equal to the greater of (A) the Base Rate plus 1.5% (on a 365-day
basis) on the amount of principal from time to time unpaid. Interest shall be
payable on the last days of January and June, commencing on the first of such
dates following maturity and until paid in full. As used herein the term "Base
Rate" shall mean the rate of interest from time to time charged by ABN AMRO Bank
N.V. to prime banks in the London Interbank Market at or about 11:00 am (London
Time) for twelve (12) month deposits in the currency in which the principal
amount hereof is denominated. Changes in the rate of interest shall be effective
on the first business days of January and July of each year. Principal and
interest shall be payable in immediately available funds at the office of the
Payee, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and may be prepaid in accordance with
the provisions of clause 2 of the Separation Revolving Credit Loan Agreement
referred to below at any time or from time to time, in whole or in part, without
penalty or premium but with all accrued and unpaid interest. The Maker hereby
waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance or enforcement hereof.
This Note is the Credit Note referred to in, and is subject to the terms
of, a Separation Revolving Credit Loan Agreement dated __________________, 2001
between the Maker and Payee. Neither this reference to such agreement nor the
terms thereof shall impair the unconditional obligation of the Maker to pay the
principal and interest on this Note when due.
MILLIPORE MICROELECTRONICS, INC.
By: _____________________________
NAME, TITLE:
Payments Name of
Amount ----------------------- Unpaid Principal Person Making
Date of Loan Principal Interest Balance of Note the Notation
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