EXHIBIT 10.9.3
July 10, 1996
Bio-Rad Laboratories, Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxxxxxx
Re: Amendment No. 3 to Credit Agreement (this "Amendment")
Gentlemen/Ladies:
We make reference to that certain Credit Agreement, dated as of
February 18, 1994, among Bio-Rad Laboratories, Inc. (the "Borrower"),
the lenders party thereto (the "Lenders") and The First National Bank
of Chicago, as agent (the "Agent") (as modified, amended, extended
and renewed from time to time, the "Agreement"). Capitalized terms
used herein and not otherwise defined herein shall have the meanings
set forth for such terms in the Agreement.
The Borrower has requested certain amendments to the Agreement,
as hereinafter set forth and the Agent and the Lenders have agreed to
such amendments. Therefore, the Borrower, the Lenders and the Agent
hereby agree to amend the Agreement as follows:
1. The definition of "Facility Termination Date" set forth in
Article I is amended by deleting "March 1, 1998" and
inserting "April 30, 1999" in lieu thereof.
2. Section 2.5 is amended by deleting the commitment fee table
set forth therein and inserting the following therefor:
Commitment Fee
Fixed Charge Coverage Ratio Commitment Fee
Less than or equal to 2.0 to 1.0 0.30%
Greater than 2.0 to 1.0 but less
than or equal to 2.5 to 1.0 0.25%
Greater than 2.5 to 1.0 but less
than or equal to 3.0 to 1.0 0.20%
Greater than 3.0 to 1.0 0.15%
3. Section 2.10 is amended by deleting the Applicable Margin
table set forth therein and inserting the following
therefor:
Applicable Margin
Fixed Charge Floating Rate Eurodollar CD RATE
Coverage Ratio Advances Advances Advances
Less than or equal
to 2.0 to 1.0 -0- 1.000% 1.125%
Greater than 2.0 to 1.0
and less than or
equal to 2.5 to 1.0 -0- 0.750% 0.875%
Greater than 2.5 to 1.0
and less than or
equal to 3.0 to 1.0 -0- 0.550% 0.675%
Greater than 3.0 to 1.0 -0- 0.450% 0.575%
4. Section 6.1 (iii) is amended by deleting "signed by its
chief financial officer" and inserting "signed by its chief
financial officer or treasurer" in lieu thereof.
5. Section 6.2 is amended by deleting the second sentence
thereof and inserting the following in lieu thereof:
"The Borrower will not, nor will it permit any Subsidiary
to, use any of the proceeds of the Advances to purchase or
carry any "margin stock" (as defined in Regulation U) or to
make any Acquisition, other than non-hostile Acquisitions
of Persons engaged in the same line of business as the
Borrower or any Subsidiary."
6. Section 6.15 is deleted in its entirety and the following
is inserted in lieu thereof:
"6.15. [Intentionally Omitted.]"
Except for the amendments herein contained, the terms,
conditions and covenants of the Agreement remain in full force and
effect and are hereby ratified and confirmed.
In order to induce the Lenders to enter into this Amendment, the
Borrower represents and warrants to the Lenders that no Default or
Unmatured Default exists and the representations and warranties set
forth in Article V are true and correct on and as of the date hereof
as if made on the date hereof.
This Amendment shall be construed in accordance with the
internal laws (and not the law of conflicts) of the State of
Illinois, but giving effect to federal laws applicable to national
banks.
This Amendment shall become effective as of the date first
above written upon the Agent's receipt of the following:
(i) counterparts of this Amendment duly executed by the
Borrower and each of the Lenders;
(ii) a copy, certified by the Secretary or an Assistant
Secretary of the Borrower, of the Borrower's Board of
Director's resolutions authorizing the execution of this
Amendment; and
(iii) an incumbency certificate, executed by the Secretary or
an Assistant Secretary of the Borrower, which shall
identify by name and title and bear the signature of the
officers of the Borrower authorized to sign this
Amendment and to make borrowings thereunder, upon which
certificate the Agent and the Lenders shall be entitled
to rely until informed of any change in writing by the
Borrower.
This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute an agreement, and any
of the parties hereto may execute this Amendment by signing any
such counterpart.
BIO-RAD LABORATORIES, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ L. Xxxx Xxxxx
Title: Senior Vice President
THE BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxxxx
Title: Vice President
SOCIETE GENERALE
By: /s/ J. Xxxxxx Xxxxx
Title: Regional Manager
