Second Amendment to Credit Agreement and Waiver

Exhibit 2.1




THIS SECOND AND WAIVER dated as of April 26, 2006 (this “Amendment”) madewith respect to the Credit Agreement dated as of October 14, 2004 (as amended,supplemented or otherwise modified from time to time and in effect on the dateof this Amendment, the “Credit Agreement”), among SEROLOGICALS CORPORATION, aDelaware corporation (the “Borrower”), the several banks and other financialinstitutions from time to time parties thereto (the “Lenders”), and JPMORGANCHASE BANK, N.A., as administrative agent for the Lenders (in such capacity,the “Administrative Agent”).


W I T N E S S E T H:


WHEREAS, the Borrower,Millipore Corporation (“Millipore”) and Charleston Acquisition Corp. haveentered into a certain Agreement and Plan of Merger dated as of April 25,2006 (the “Merger Agreement”), pursuant to which Millipore will acquire theoutstanding shares of common stock of the Borrower;


WHEREAS, the Borrower hasrequested that the Credit Agreement be amended and waived in the mannerprovided for in this Amendment, and the Lenders are willing to agree to suchamendment and waiver as provided for herein;


WHEREAS, the Lendersagree to such amendment of the Credit Agreement and waiver on the terms andsubject to the conditions set forth herein;


NOW, THEREFORE, inconsideration of the premises and mutual covenants contained herein, theBorrower, the Lenders and Administrative Agent hereby agree as follows:


1.                                       DefinedTerms. Terms defined in the Credit Agreement and used in this Amendmentshall have the meanings given to such terms in the Credit Agreement.


2.                                       Amendmentto Section 8(k) of the Credit Agreement. Clause (i) of Section 8(k) of theCredit Agreement is hereby amended by deleting such clause (i) in its entiretyand substituting in lieu thereof the following clause (i):


(i)                                     any“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) shall becomethe “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under theExchange Act), directly or indirectly, of more than 30% of the outstandingcommon stock of the Borrower;



3.                                       Waiver.The Lenders hereby agree to waive any Default or Event of Default, if any,under clause (k)(i) of Section 8 of the Credit Agreement that may be deemed tooccur or exist under the terms of the Credit Agreement as a result of executionand delivery of the Merger Agreement and the granting of any rights to Milliporethereunder to acquire outstanding common stock of the Borrower; provided,however, that the foregoing waiver shall not be deemed to waive anyDefault or Event of Default that would occur or exist at the time Milliporeactually becomes the “beneficial owner” (as so defined), directly orindirectly, of more than 30% of the outstanding common stock of the Borrower.


4.                                       Conditionsto Effectiveness. This Amendment shall become effective as of the datehereof on the date (the “Amendment Effective Date”) on which the Borrower, theAdministrative Agent, and the Required Lenders shall have executed anddelivered to the Administrative Agent this Amendment.


5.                                       Representationsand Warranties. To induce the Lenders and the Administrative Agent to enterinto this Amendment, the Borrower hereby represents and warrants to theAdministrative Agent and all of the Lenders as of the Amendment Effective Datethat:


(a)                                  TheBorrower has the corporate power and authority, and the legal right, to makeand deliver this Amendment and to perform its obligations under the CreditAgreement, as amended by this Amendment, and has taken all necessary corporateaction to authorize the execution, delivery and performance of this Amendment.


(b)                                 Noconsent or authorization of, approval by, notice to, filing with or other actby or in respect of, any Governmental Authority or any other Person is requiredin connection with the execution and delivery of this Amendment or with theperformance, validity or enforceability of the Credit Agreement, as amended bythis Amendment.


(c)                                  ThisAmendment has been duly executed and delivered on behalf of the Borrower.


(d)                                 ThisAmendment and the Credit Agreement, as amended by this Amendment, constitutesthe legal, valid and binding obligations of the Borrower enforceable againstthe Borrower in accordance with their terms, except as affected by bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium and other similarlaws affecting the enforcement of creditors’ rights generally and by generalequitable principles (whether enforcement is sought by proceedings in equity orat law).


(e)                                  Therepresentations and warranties made by the Borrower in and pursuant to theCredit Agreement are true and correct in all material respects on and as of theAmendment Effective Date, after giving effect to this Amendment, as if made onand as of the Amendment Effective Date, except for representations




and warranties expressly stated to relate to a specificearlier date, in which case such representations and warranties were true andcorrect in all material respects as of such earlier date.


6.                                       Paymentof Expenses. The Borrower agrees to pay and reimburse the AdministrativeAgent for all of its reasonable out-of-pocket costs and expenses incurred inconnection with this Amendment, including without limitation, the reasonablefees and disbursement of counsel to the Administrative Agent.


7.                                       NoOther Amendments; Confirmation. Except as expressly amended, modified andsupplemented hereby, the provisions of the Credit Agreement are and shallremain in full force and effect. Nothing herein shall be deemed to entitle theBorrower to a consent to, or a waiver, amendment, modification or other changeof, any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement or any Loan Document in similar or differentcircumstances.


8.                                       GoverningLaw; Counterparts.


(a)                                  ThisAmendment and the rights and obligations of the parties hereto shall begoverned by, and construed and interpreted in accordance with, the laws of theState of New York.


(b)                                 ThisAmendment may be executed by one or more of the parties to this Amendment onany number of separate counterparts, and all of said counterparts takentogether shall be deemed to constitute one and the same instrument. ThisAmendment may be delivered by facsimile transmission of the relevant signaturepages hereof.




IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be duly executed and delivered by their respective proper andduly authorized officers as of the day and year first above written.











/s/ Harold W. Ingalls





Harold W. Ingalls




Vice President, Finance and Chief
Financial Officer







as Administrative Agent and a Lender









/s/ Robert P. Carswell




Name: Robert P. Carswell



Title: Vice President





Bank of America, N.A.


[Name of Lender]









/s/ R. Shawn Janko




Name: R. Shawn Janko



Title: Senior Vice President














/s/ Keith J. Cable




Name: Keith J. Cable



Title: First Vice President





Regions Bank









/s/ W. Brad Davis




Name: W. Brad Davis



Title: Vice President