EX-10.1




 Exhibit 10.1 

EXECUTION COPY 
 AMENDMENT
NO. 2 
 Dated as of April 15, 2022 

to 
 CREDIT AGREEMENT 

Dated as of April 15, 2019 

THIS AMENDMENT NO. 2 (this “Amendment”) is made as of April 15, 2022 by and among
Bio-Rad Laboratories, Inc. (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent’), under that certain Credit Agreement, dated as of April 15, 2019, by and among the Borrower, the Lenders and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement. 

WHEREAS, the Borrower has requested that the requisite Lenders and the Administrative Agent agree to make certain amendments to the Credit
Agreement; and 
 WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions
set forth herein; 
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment. 

1. Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in
Section 2 below, the parties hereto agree to amend the Credit Agreement as follows: 
 (a) Section 1.1 of the
Credit Agreement is hereby amended to replace the definition of “Leverage Ratio” in its entirety to read as follows: 

““Leverage Ratio” means, as of any date of calculation, the ratio of (i) the sum of (a) Consolidated Funded
Indebtedness outstanding on such date, minus (b) the aggregate amount of all unencumbered cash and Cash Equivalent Investments of the Borrower held on deposit that, in the aggregate, exceeds $200,000,000, to (ii) Consolidated EBITDA for
the Borrower’s then most-recently ended four fiscal quarters.” 
 (b) Section 6.1 of the Credit Agreement is hereby amended to
(i) delete the reference to “ninety (90) days” in clause (i) thereof and replace such reference with “one hundred-twenty (120) days” and (ii) delete the reference to “forty-five (45) days”
in clause (ii) thereof and replace such reference with “sixty (60) days”. 
 2. Conditions of Effectiveness. The
effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:  

(a) The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Lenders and the
Administrative Agent. 











 (b) The Administrative Agent shall have received payment of the Administrative Agent’s
and its affiliates’ reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees and expenses of one counsel for the Administrative Agent) in connection with this Amendment. 

3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows: 

(a) This Amendment and the Credit Agreement, as modified, hereby constitute legal, valid and binding obligations of the Borrower, enforceable
in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law. 
 (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Unmatured
Default or Default has occurred and is continuing and (ii) the representations and warranties contained in Article V of the Credit Agreement (as amended hereby) are true and correct in all material respects (or, in the case of any
representation or warranty qualified by materiality or Material Adverse Effect, in all respects), 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 in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date. 

4. Reference to and Effect on the Credit Agreement. 

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be
a reference to the Credit Agreement as amended hereby. 
 (b) The Credit Agreement and all other documents, instruments and agreements
executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 
 (c) The
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith. 
 (d) This Amendment is a Loan Document. 

5. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York. 

6. 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. 

  
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 7. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures
delivered in person. Delivery of an executed counterpart of a signature page of this Amendment by fax, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a
manually executed counterpart of this Amendment. For the avoidance of doubt, the provisions of Article XIV of the Credit Agreement apply to this Amendment. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

					
	 BIO-RAD LABORATORIES, INC.,

as the Borrower

		
	By:	 	/s/ Andy Kim
	Name:	 	Andy Kim
	Title:	 	VP, Treasurer


  

  
 Signature Page to
Amendment No. 2 to 
 Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc. 












 
					
	 JPMORGAN CHASE BANK, N.A.,

individually as a Lender, and as Administrative Agent

		
	By:	 	/s/ Gregory T. Martin
	Name:	 	Gregory T. Martin
	Title:	 	Executive Director


  

  
 Signature Page to
Amendment No. 2 to 
 Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc. 












 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	/s/ Sebastian Lurie
	Name:	 	Sebastian Lurie
	Title:	 	SVP


 Signature Page to Amendment No. 2 to 

Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc. 











 
			
	HSBC BANK USA NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ Marie Alava
	Name:	 	Marie Alava
	Title:	 	SVP- Relationship Manager


 Signature Page to Amendment No. 2 to 

Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc. 











 
			
	MUFG UNION BANK, N.A., as a Lender
		
	By:	 	/s/ Jack Lonker
	Name:	 	Jack Lonker
	Title:	 	Authorized Signer


 Signature Page to Amendment No. 2 to 

Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc. 











 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	/s/ Eugene Yermash
	Name:	 	Eugene Yermash
	Title:	 	Vice President


 Signature Page to Amendment No. 2 to 

Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc. 











 
			
	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Lender
		
	By:	 	/s/ Eugene Stunson
	Name:	 	Eugene Stunson
	Title:	 	Director


 Signature Page to Amendment No. 2 to 

Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc. 











 
			
	BANK OF THE WEST, as a Lender
		
	By:	 	/s/ Adriana Collins
	Name:	 	Adriana Collins
	Title:	 	Director


 Signature Page to Amendment No. 2 to 

Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc. 











 
			
	CITIZENS BANK, N.A., as a Lender
		
	By:	 	/s/ Benjamin Silero
	Name:	 	Benjamin Silero
	Title:	 	VP


 Signature Page to Amendment No. 2 to 

Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc. 











 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ David C. Mruk
	Name:	 	David C. Mruk
	Title:	 	SVP


 Signature Page to Amendment No. 2 to 

Credit Agreement dated as of April 15, 2019 

Bio-Rad Laboratories, Inc.