FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of December
11, 2002, by and between DIONEX CORPORATION, a California corporation ("Borrower"), and WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Bank").
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit
Agreement between Borrower and Bank dated as of November 13, 2000, as amended from time to time
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the
Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree that the Credit Agreement shall be amended as follows:
1. Section 1.1. (a) is hereby amended by deleting "December 31, 2002" as the last day on which Bank will make
advances under the Line of Credit, and by substituting for said date "December 31, 2004," with such change to
be effective upon the execution and delivery to Bank of a promissory note substantially in the form of Exhibit A
attached hereto (which promissory note shall replace and be deemed the Line of Credit Note defined in and
made pursuant to the Credit Agreement) and all other contracts, instruments and documents required by Bank to
evidence such change.
2. Section 1.2. (a) is hereby amended (i) by deleting "Thirteen Million Dollars ($13,000,000.00)" as the
maximum principal amount available under the Standby Letter of Credit, and by substituting for said amount
"Nine Million Five Hundred Thousand Dollars ($9,500,000.00) and (ii) by deleting "December 31, 2002" as the
last date any such Standby Letter of Credit may expire, and by substituting for said date "January 31, 2004."
3. Section 4.9. (b) is hereby deleted in its entirety, and the following substituted therefor:
"(b) Tangible Net Worth not