EXHIBIT 10.9.4
June 30, 1997
Bio-Rad Laboratories, Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxx Xxxxxx
Re: Amendment No. 4 to Credit Agreement (this "Amendment")
Gentlemen/Ladies:
We make reference to that certain Credit Agreement, dated as of
February 18, 1994, as amended by Amendments dated September 30, 1994,
May 30, 1995 and July 10, 1996, 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 further modified, amended,
extended or renewed from time to time, the "Agreement"). Capitalized terms
used herein and not otherwise defined shall have the meanings given thereto in
the Agreement.
The Borrower has requested certain amendments to the Agreement and
the Agent and the Lenders have agreed to such amendments on the terms and
conditions set forth herein. Therefore, the Borrower, the Lenders and the
Agent hereby amend the Agreement as follows:
1. The definition of "Facility Termination Date" set forth in Article
I is amended by deleting "April 30, 1999" and inserting "April 30,
2000" in lieu thereof.
2. Article I is further amended by deleting the definitions of
"Investments", "Senior Funded Debt" and "Subordinated Debt"
contained therein.
3. The second sentence of Section 5.12 is amended to read in its
entirety as follows:
"Neither the Borrower nor any Subsidiary is in default in
the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any
agreement to which it is a party, which default would have a
Material Adverse Effect."
4. Section 5.19 is deleted in its entirety.
5. Section 6.1(iii) is amended to read in its entirety as follows:
"(iii) Together with the financial statements required
hereunder, a compliance certificate in substantially the form
of Exhibit "C" hereto signed by its chief financial officer or
treasurer showing the calculations necessary to determine
compliance with this Agreement and stating that no Default
or Unmatured Default exists, or if any Default or
Unmatured Default exists, stating the nature and status
thereof."
6. Section 6.19 is deleted in its entirety and the following is inserted
in lieu thereof:
"6.19. [Intentionally Omitted.]"
7. Section 6.22 is deleted in its entirety and compliance with said
Section is waived for the period preceding the date of this
Amendment.
8. Schedule 1-B to the Agreement is deleted in its entirety.
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
of the Agreement, as amended hereby, 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. Xxxxxx
Title: Treasurer
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ Xxxx X. Xxxxx
Title: First Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx X. Xxx
Title: Assistant Vice President
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Stephane Ronze
Title: Assistant Vice President
ABN AMRO BANK N.V.
By: /s/ Xxxx X. Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxx
Title: Group Vice President
