EXHIBIT 4.1.4
AMENDMENT NO. 4 TO CREDIT AGREEMENT
This Amendment No. 4 (this "Amendment") is entered into as of February 12,
2003 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 amending the last sentence of
Section 6.21 in its entirety to read as follows:
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
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 (i) duly executed
originals of this Amendment from the Borrower and the Required
Lenders and (ii) the Amendment Fee to the extent required in Section
4 below.
4. Amendment Fee. The Borrower agrees to pay to each Lender that
executes and delivers this Amendment to the Agent prior to 5:00 p.m.
(Chicago time) on February 10, 2003 an amendment fee (the "Amendment
Fee") of 0.05% of such Lender's Commitment on the date hereof.
5. 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:
(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.
6. Reference to and Effect on the Credit Agreement.
6.1 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.
6.2 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.
6.3 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.
7. 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.
8. 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.
9. 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]
Amendment No. 4 to
Bio-Rad Laboratories, Inc.
Credit Agreement
IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have executed
this Amendment No. 4 as of the date first above written.
BIO-RAD LABORATORIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
BANK ONE, NA, as a Lender and as Agent
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Director
ABN AMRO BANK N.V., as a Lender
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxxx X. Xxxxxx
Name Xxxx X. Xxxxxx
Title: Assistant Vice President
UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
BNP PARIBAS,
as a Lender
By: /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Director
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Associate
XXXXX FARGO BANK,
as a Lender
By: /s/ Nuzha Bukhari
Name: Nuzha Bukhari
Title: Vice President
COMERICA BANK,
as a Lender
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By: /s/ F. Xxxxx Xxxxxxx
Name: F. Xxxxx Xxxxxxx
Title: Vice President
LLOYDS TSB BANK PLC, as a Lender
By: /s/ Xxxxxxx X. X. Xxxxxxx
Name: Xxxxxxx X. X. Xxxxxxx
Title: Assistant Director
Acquisition Finance
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
Credit Services
THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
U.S. BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
