0001193125-11-042239 Sample Contracts

WAIVER dated as of February 15, 2011
Waiver • February 22nd, 2011 • Beckman Coulter Inc • Laboratory analytical instruments

THIS WAIVER (this “Waiver”), dated as of February 15, 2011, is by and among BECKMAN COULTER FINANCE COMPANY, LLC, a Delaware limited liability company (the “Company”), BECKMAN COULTER, INC., a Delaware corporation (“Beckman”), the financial institutions party hereto (the “Financial Institutions”), JUPITER SECURITIZATION COMPANY LLC (together with the Financial Institutions, the “Purchasers”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement defined below.

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WAIVER NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 22nd, 2011 • Beckman Coulter Inc • Laboratory analytical instruments • New York

WAIVER NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT among Beckman Coulter, Inc., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Agent”) for the Lenders.

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