REGISTRATION RIGHTS AGREEMENT dated as of December 15, 2006 between BECKMAN COULTER, INC. and MORGAN STANLEY & CO. INCORPORATED, as representative of the Initial PurchasersRegistration Rights Agreement • December 15th, 2006 • Beckman Coulter Inc • Laboratory analytical instruments • New York
REGISTRATION RIGHTS AGREEMENT dated as of December 15, 2006 between Beckman Coulter, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, as representative of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated as of December 11, 2006 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
2.50% Senior Convertible Notes due 2036Second Supplemental Indenture • December 15th, 2006 • Beckman Coulter Inc • Laboratory analytical instruments • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of December 15, 2006 (“Supplemental Indenture”), to the Indenture dated as of April 25, 2001 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among BECKMAN COULTER, INC. (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor trustee (the “Trustee”).
