Exhibit 4.1.3
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This Amendment No. 3 (this "Amendment") is entered into as
of August 9, 2002 by and among BIO-RAD LABORATORIES, INC., a
Delaware corporation (the "Borrower"), the undersigned lenders
(collectively, the "Lenders") and BANK ONE, NA, having its
principal office in Chicago, Illinois, as one of the Lenders and
in its capacity as contractual representative (the "Agent") on
behalf of itself and the other Lenders.
RECITALS:
WHEREAS, the Borrower, the Lenders and the Agent have
entered into that certain Credit Agreement dated as of September
30, 1999, as amended (the "Credit Agreement");
WHEREAS, the Borrower seeks to amend the Credit Agreement,
among other things, to permit the repurchase by the Borrower of
certain subordinated debt; and
WHEREAS, the Lenders and the Agent are willing to amend the
Credit Agreement on the terms and conditions herein set forth;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to
such terms in the Credit Agreement.
2. Amendments to Credit Agreement. Upon the effectiveness
of this Amendment in accordance with the provisions of Section 3
below, the Credit Agreement is hereby amended by adding the
following sentence at the end of Section 6.21:
Notwithstanding the foregoing, so long as no Default or
Unmatured Default shall have occurred and be continuing or
would result, or would be reasonably likely to result,
therefrom, the Borrower may repurchase its Senior
Subordinated Notes due 2007, provided that (i) the aggregate
purchase price for such Subordinated Indebtedness on a
cumulative basis shall not exceed $50,000,000 and (ii) such
repurchased Subordinated Indebtedness shall be cancelled and
not reissued.
3. Conditions of Effectiveness. This Amendment shall
become effective and be deemed effective as of the date hereof
(the "Effective Date") if, and only if, the Agent shall have
received duly executed originals of this Amendment from the
Borrower and the Required Lenders.
4. Representations and Warranties of the Borrower. The
Borrower represents and warrants to the Lenders that, as of the
Effective Date and giving effect to this Amendment:
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(a) there exists no Default or Unmatured Default; and
(b) the representations and warranties contained in
Article V of the Credit Agreement are true and correct as of
the Effective Date except to the extent any such
representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty
was true and correct on and as of such earlier date.
5. Reference to and Effect on the Credit Agreement.
5.1 Upon the effectiveness of this Amendment pursuant to
Section 3 hereof, on and after the Effective Date each reference
in the Credit Agreement to "this Agreement," "hereunder,"hereof,"
"herein" or words of like import and each reference to the Credit
Agreement in each Loan Document shall mean and be a reference to
the Credit Agreement as modified hereby.
5.2 Except as specifically waived or amended herein, all of
the terms, conditions and covenants of the Credit Agreement and
the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.
5.3 The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate
as a waiver of (a) any right, power or remedy of any Lender or
the Agent under the Credit Agreement or any of the Loan
Documents, or (b) any Default or Unmatured Default under the
Credit Agreement.
6. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET
SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
7. Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed shall be
deemed an original and all of which taken together shall
constitute one and the same agreement.
8. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
[Signature Pages Follow]
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Amendment No. 3 to
Bio-Rad Laboratories, Inc.
Credit Agreement
IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders
have executed this Amendment No. 3 as of the date first above
written.
BIO-RAD LABORATORIES, INC.
By: /s/ Ronald W. Hutton
Name: Ronald W. Hutton
Title: Treasurer
BANK ONE, NA, as a Lender and as Agent
By: /s/ Kandis A. Jaffrey
Name: Kandis A. Jaffrey
Title: Director
ABN AMRO BANK N.V., as a Lender
By: /s/ Todd J. Miller
Name: Todd J. Miller
Title: Assistant Vice President
By: /s/ Craig Trautwein
Name: Craig Trautwein
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By: /s/ Mark Reardon
Name: Mark Reardon
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ R. P. Reynolds
Name: R. P. Reynolds
Title: Director
BNP PARIBAS,
as a Lender
By: /s/ Sandy Bertram
Name: Sandy Bertram
Title: Vice President
By: /s/ Joseph Mack
Name: Joseph Mack
Title: Associate
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WELLS FARGO BANK,
as a Lender
By: /s/ Nuzha Bukhari
Name: Nuzha Bukhari
Title: Vice President
COMERICA BANK,
as a Lender
By: /s/ John Bonifacio
Name: John Bonifacio
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By:/s/ Dianne M. Scott
Name: Diane M. Scott
Title: Senior Vice President
LLOYDS TSB BANK PLC,
as a Lender
By: /s/ Matthew A. L. Packham
Name: Matthew A. L. Packham
Title: Assistant Director
Acquisition Finance P-002
By: /s/ Nicholas J. Bruce
Name: Nicholas J. Bruce
Title: Vice President
Credit Services B-499
THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/ Patricia A. Williams
Name: Patricia A. Williams
Title: Vice President
U.S. BANK, NATIONAL ASSOCIATION,
as a Lender
By:/s/ Scott T. Smith
Name: Scott T. Smith
Title: Vice President
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