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 Moody's
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 issue
