EXHIBIT 4.7
RIGHTS AGREEMENT AMENDMENT
Rights Agreement Amendment, dated as of January 10, 2000 (this
"Amendment"), to the Rights Agreement dated as of February 25, 1999 (the "Rights
Agreement"), between Biosource International, Inc., a Delaware corporation (the
"Company") and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights
Agent").
The Company and the Rights Agent have heretofore executed and delivered
the Rights Agreement. Pursuant to Section 26 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement in accordance with the provisions of Section 26 thereof.
In consideration of the foregoing premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereto agree as
follows:
1. The definition of "Exempt Person" in Section 1 of the Rights
Agreement is hereby amended and restated to read in its entirety as follows:
"Exempt Person" shall include (i) the Company, (ii) any Subsidiary (as
hereinafter defined) of the Company, (iii) any employee benefit plan of the
Company or any of its Subsidiaries, or any entity holding shares of Common Stock
which was organized, appointed or established by the Company or any Subsidiary
of the Company for or pursuant to the terms of any such plan and (iv) Genstar
Capital Partners II, L.P., Stargen II LLC and their respective Affiliates
(collectively the "Genstar Capital Group")."
2. Section 3(a) of the Rights Agreement is further amended by adding a
new sentence as the final sentence thereto, which shall read in its entirety as
follows:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred solely as a
result of (i) the approval, execution or delivery of that certain Securities
Purchase Agreement, dated as of January 10, 2000, by and between the Company and
the GenStar Capital Group, or any of the agreements or instruments required to
be executed and delivered in connection with the transactions contemplated
therein (collectively, the "Genstar Capital Agreements"), or (ii) the
consummation of the transactions contemplated by the Genstar Capital Agreements
or the performance of the terms of the Genstar Capital Agreements."
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware.
4. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed an original, and all such
counterparts shall together constitute but one and the same instrument.
5. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
BIOSOURCE INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXXXXXXX
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Xxxxx X. Xxxxxxxxxxx
President and Chief Executive Officer
U.S. STOCK TRANSFER CORPORATION
By: /S/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
Title: Sr. Vice President
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