EX-4 3 ex431.txt EXHIBIT 4.1.3 Exhibit 4.1.3 AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 (this "Amendment") is entered into as of August 9, 2002 by and among BIO-RAD LABORATORIES, INC., a Delaware corporation (the "Borrower"), the undersigned lenders (collectively, the "Lenders") and BANK ONE, NA, having its principal office in Chicago, Illinois, as one of the Lenders and in its capacity as contractual representative (the "Agent") on behalf of itself and the other Lenders. RECITALS: WHEREAS, the Borrower, the Lenders and the Agent have entered into that certain Credit Agreement dated as of September 30, 1999, as amended (the "Credit Agreement"); WHEREAS, the Borrower seeks to amend the Credit Agreement, among other things, to permit the repurchase by the Borrower of certain subordinated debt; and WHEREAS, the Lenders and the Agent are willing to amend the Credit Agreement on the terms and conditions herein set forth; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Credit Agreement. 2. Amendments to Credit Agreement. Upon the effectiveness of this Amendment in accordance with the provisions of Section 3 below, the Credit Agreement is hereby amended by adding the following sentence at the end of Section 6.21: Notwithstanding the foregoing, so long as no Default or Unmatured Default shall have occurred and be continuing or would result, or would be reasonably likely to result, therefrom, the Borrower may repurchase its Senior Subordinated Notes due 2007, provided that (i) the aggregate purchase price for such Subordinated Indebtedness on a cumulative basis shall not exceed $50,000,000 and (ii) such repurchased Subordinated Indebtedness shall be cancelled and not reissued. 3. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof (the "Effective Date") if, and only if, the Agent shall have received duly executed originals of this Amendment from the Borrower and the Required Lenders. 4. Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lenders that, as of the Effective Date and giving effect to this Amendment: (a) there exists no Default or Unmatured Default; and (b) the representations and warranties contained in Article V of the Credit Agreement are true and correct as of the Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date. 5. Reference to and Effect on the Credit Agreement. 5.1 Upon the effectiveness of this Amendment pursuant to Section 3 hereof, on and after the Effective Date each reference in the Credit Agreement to "this Agreement," "hereunder,"hereof," "herein" or words of like import and each reference to the Credit Agreement in each Loan Document shall mean and be a reference to the Credit Agreement as modified hereby. 5.2 Except as specifically waived or amended herein, all of the terms, conditions and covenants of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 5.3 The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of (a) any right, power or remedy of any Lender or the Agent under the Credit Agreement or any of the Loan Documents, or (b) any Default or Unmatured Default under the Credit Agreement. 6. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same agreement. 8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. [Signature Pages Follow] Amendment No. 3 to Bio-Rad Laboratories, Inc. Credit Agreement IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have executed this Amendment No. 3 as of the date first above written. BIO-RAD LABORATORIES, INC. By: /s/ Ronald W. Hutton Name: Ronald W. Hutton Title: Treasurer BANK ONE, NA, as a Lender and as Agent By: /s/ Kandis A. Jaffrey Name: Kandis A. Jaffrey Title: Director ABN AMRO BANK N.V., as a Lender By: /s/ Todd J. Miller Name: Todd J. Miller Title: Assistant Vice President By: /s/ Craig Trautwein Name: Craig Trautwein Title: Vice President UNION BANK OF CALIFORNIA, N.A., as a Lender By: /s/ Mark Reardon Name: Mark Reardon Title: Vice President THE BANK OF NOVA SCOTIA, as a Lender By: /s/ R. P. Reynolds Name: R. P. Reynolds Title: Director BNP PARIBAS, as a Lender By: /s/ Sandy Bertram Name: Sandy Bertram Title: Vice President By: /s/ Joseph Mack Name: Joseph Mack Title: Associate WELLS FARGO BANK, as a Lender By: /s/ Nuzha Bukhari Name: Nuzha Bukhari Title: Vice President COMERICA BANK, as a Lender By: /s/ John Bonifacio Name: John Bonifacio Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By:/s/ Dianne M. Scott Name: Diane M. Scott Title: Senior Vice President LLOYDS TSB BANK PLC, as a Lender By: /s/ Matthew A. L. Packham Name: Matthew A. L. Packham Title: Assistant Director Acquisition Finance P-002 By: /s/ Nicholas J. Bruce Name: Nicholas J. Bruce Title: Vice President Credit Services B-499 THE NORTHERN TRUST COMPANY, as a Lender By: /s/ Patricia A. Williams Name: Patricia A. Williams Title: Vice President U.S. BANK, NATIONAL ASSOCIATION, as a Lender By:/s/ Scott T. Smith Name: Scott T. Smith Title: Vice President