BECKMAN COULTER, INC. Underwriting AgreementBeckman Coulter Inc • May 21st, 2009 • Laboratory analytical instruments • New York
Beckman Coulter, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 aggregate principal amount of its 6.000% Senior Notes due 2015 (the “2015 Notes”) and $250,000,000 aggregate principal amount of its 7.000% Senior Notes due 2019 (the “2019 Notes” and, together with the 2015 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 25, 2001 (the “Base Indenture”) between the Company and Wells Fargo Bank, N.A., as successor trustee (the “Trustee”), together with a supplemental indenture to be entered into between the Company and the Trustee on the Closing Date with respect to the Securities (each as defined below) (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
BECKMAN COULTER, INC., as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 6% Senior Notes due 2015 7% Senior Notes due 2019 Third Supplemental Indenture Dated as of May 21, 2009 to Senior Indenture dated as of April 25, 2001Beckman Coulter Inc • May 21st, 2009 • Laboratory analytical instruments • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of May 21, 2009 (“Supplemental Indenture”), to the Indenture dated as of April 25, 2001 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, 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”).
