Omnibus Amendment, dated November 12, 2010


  
 Exhibit 10.1

 OMNIBUS AMENDMENT 
 THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of November 12, 2010, 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 (as successor by
merger to Park Avenue Receivables Company LLC, and 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. 
 WHEREAS, the Company, as seller, Beckman, as servicer, the Purchasers and the Administrative Agent are parties to that certain Receivables Purchase Agreement dated as of October 31, 2007 (as amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Purchase Agreement”); 
 WHEREAS,
Beckman, as originator, and the Company, as buyer, are parties to that certain Receivables Sale Agreement dated as of October 31, 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Sale
Agreement”); 
 WHEREAS, the parties hereto have agreed to amend the Purchase Agreement and the Sale Agreement 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 for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendments to the Purchase Agreement. Effective as of the date hereof, subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Purchase Agreement is
hereby amended as follows: 
 1.1. Each reference to “Park Avenue Receivables Company LLC” appearing in the
Purchase Agreement shall be deleted and replaced with “Jupiter Securitization Company LLC (successor by merger to Park Avenue Receivables Company LLC)” therefor. 

1.2. Section 7.1(i)(I) of the Purchase Agreement is hereby amended and restated in its entirety as follows: 

(I) prepare its financial statements separately from those of Originator and ensure that any consolidated financial
statements of Originator or any Affiliate thereof that include Seller and that are filed with the Securities and Exchange Commission or any other governing authority will clearly and conspicuously state (which statement may, but is not required to,
be in the notes thereto) that Seller is a separate limited liability company and that its assets are available to satisfy the claims of the creditors of Seller and not those of Originator; 






  
 1.3. Section 10.2
of the Purchase Agreement is hereby amended and restated in its entirety as follows: 
 Section 10.2
Increased Cost and Reduced Return. (a) If any Regulatory Change (i) subjects any Purchaser or any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Purchaser’s or Funding Source’s
obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate
of tax on the overall net income of a Purchaser or Funding Source or taxes excluded by Section 10.1) or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar
requirement against assets of, deposits with or for the account of, or liabilities of a Funding Source or a Purchaser, or credit extended by a Funding Source or a Purchaser pursuant to a Funding Agreement or (iii) imposes any other condition
the result of which is to increase the cost to a Funding Source or a Purchaser of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s or Purchaser’s capital as a consequence of its
obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source or a Purchaser under a Funding Agreement, or to require any payment calculated by reference to the amount of interests or loans held
or interest received by it, then, upon demand by the Administrative Agent, Seller shall pay to the Administrative Agent, for the benefit of the relevant Funding Source or Purchaser, such amounts charged to such Funding Source or Purchaser or such
amounts to otherwise compensate such Funding Source or such Purchaser for such increased cost or such reduction; provided, in all cases, only to the extent that such amounts are attributable to the transactions contemplated hereunder and under such
Funding Agreement. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any
change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration
thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, or (iii) the compliance, commenced after December 15, 2009, by any Funding Source or
Purchaser with the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed
Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules or regulations promulgated in connection therewith by any such agency. 

(b) A certificate of the applicable Purchaser or Funding Source setting forth and evidencing in reasonable detail the
amount or amounts necessary to compensate such Purchaser or Funding Source pursuant to 

  
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paragraph (a) of this Section 10.2 shall be delivered to Seller and shall be conclusive absent manifest error. Following receipt of such notice, Seller shall pay such
Purchaser or Funding Source the amount as due on any such certificate upon demand. 
 1.4. Section 10.6 of the Purchase
Agreement is hereby deleted in its entirety. 
 1.5. Subclause (G) of Section 13.1(b)(i) is hereby amended and
restated in its entirety as follows: 
 (G) change the definition of “Average Dilution
Ratio,” “Delinquency Ratio,” “Dilution Ratio,” “Dilution Reserve,” “Dilution Reserve Percentage,” “Eligible Receivable,” “Loss Reserve
Percentage,” “Loss Reserve,” or “Loss-to-Liquidation Ratio,” 
 1.6. The address
for notices set forth on the signature pages for both the Company and Beckman is hereby amended and restated in its entirety as follows: 
  

			
	Address:	  	250 S. Kraemer Blvd
		  	Brea, CA 92821
		  	Facsimile: (714) 961-4115
		  	Attention: Treasury Department

 1.7. The
calculation of “DHR” appearing in the definition of “Dilution Reserve Percentage” set forth on Exhibit II to the Purchase Agreement is hereby amended and restated in its entirety as follows: 

 

					
	DHR	  	=	  	(a) the sum of (i) the aggregate gross sales of all Receivables generated by Originator during the most recent calendar month plus (ii) an amount equal to 50% of the
aggregate gross sales of all Receivables generated by Originator during the month preceding the most recent calendar month, divided by (b) the Net Receivables Balance as of the last day of the most recent calendar
month.

 1.8. The definition of “Dilution Horizon” set forth on Exhibit II to the Purchase Agreement
is hereby deleted in its entirety. 
 1.9. The definition of “Dilution Ratio” set forth on Exhibit II to the Purchase
Agreement is hereby amended and restated in its entirety as follows: 
 “Dilution Ratio”
means, in respect of any calendar month, a percentage equal to (i) the aggregate amount of Dilutions which occurred during such calendar month, divided by (ii) the aggregate gross sales of all Receivables generated by
Originator during the calendar month ended two (2) calendar months prior to such calendar month. 

  
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 1.10. The calculation
of “DS” appearing in the definition of “Dilution Reserve Percentage” set forth on Exhibit II to the Purchase Agreement is hereby amended and restated in its entirety as follows: 

 

					
	DS	  	=	  	the greatest Average Dilution Ratio during the immediately preceding 12-month period.


1.11. The definition of “Liquidity Termination Date” set forth on Exhibit II to the Purchase Agreement is hereby amended and
restated in its entirety as follows: 
 “Liquidity Termination Date” means October 26,
2011 (as may be extended for an additional period of time up to 364 days from time to time in accordance with Section 1.5). 

The parties hereto hereby agree that any notice or timing requirements set forth under Section 1.5 to the Purchase Agreement with respect to
the extension of the Liquidity Termination Date are hereby waived. 
 1.12. Exhibit II to the Purchase Agreement is hereby
amended to insert the following new definition of “Average Dilution Ratio” in proper alphabetical order: 
 “Average Dilution Ratio” means, in respect of any calendar month, the average of the Dilution Ratios for such calendar month and the calendar month ended one month prior to such
calendar month. 
 1.13. Schedule A to the Purchase Agreement is hereby amended and restated in its entirety as set forth on
Annex I attached hereto. 
 2. Amendment to the Sale Agreement. Effective as of the date hereof, subject to the
satisfaction of the conditions precedent set forth in Section 3 below, the Sale Agreement is hereby amended as follows: 
 2.1. The reference to “Park Avenue Receivables Company LLC (“PARCO”)” appearing in the preliminary statements to the Sale Agreement is hereby deleted and replaced with
“Jupiter Securitization Company LLC (as successor by merger to Park Avenue Receivables Company LLC) (“Jupiter”)” therefor. 
 2.2. Each reference to “PARCO” appearing in the Sale Agreement is hereby deleted and replaced with “Jupiter” therefor. 

2.3. The address for notices set forth on the signature page for both the Company and Beckman is hereby amended and restated as follows:

  

			
	Address:	  	250 S. Kraemer Blvd
		  	Brea, CA 92821
		  	Facsimile: (714) 961-4115
		  	Attention: Treasury Department


  
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 2.4. Schedule A to the
Sale Agreement is hereby amended and restated in its entirety as set forth on Annex II attached hereto. 
 3.
Conditions Precedent. This Amendment shall become effective as of the date above written upon the Administrative Agent’s receipt, satisfactory to it, of: 
 3.1. Copies of each of the following, duly executed by each of the Persons named as parties thereto: (i) this Amendment and (ii) that certain Fee Letter (the “Amendment Fee
Letter”), dated the date hereof, among J.P. Morgan Securities LLC and the Company. 
 3.2. All fees due and payable to
JPMorgan on or prior to the effective date of this Amendment in accordance with the terms of the Purchase Agreement or the Amendment Fee Letter. 
 4. Representations and Warranties. 
 4.1. The Company hereby represents and
warrants that: 
 a. This Amendment, the Purchase Agreement and the Sale Agreement, as amended hereby, constitute
its legal, valid and binding obligations and are enforceable against it in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting
creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 
 b. Upon the effectiveness of this Amendment and after giving effect hereto, each representation and warranty by the Company, set forth in the Purchase Agreement and any other Transaction Document is true
and correct in all material respects as of the date hereof (except for those representations and warranties relating to an earlier date, which shall be true and correct in all material respects as of such date). 

c. Upon the effectiveness of this Amendment, no event or circumstance has occurred and is continuing which constitutes an
Amortization Event or Potential Amortization Event. 
 4.2. Beckman hereby represents and warrants that: 

a. This Amendment, the Purchase Agreement and the Sale Agreement, as amended hereby, constitute its legal, valid and
binding obligations and are enforceable against it in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights
generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 
 b. Upon the effectiveness of this Amendment and after giving effect hereto, each representation and warranty by Beckman, set forth in the Purchase Agreement, the Sale Agreement or any other Transaction
Document is true and correct in all material respects as of the date hereof (except for those representations and warranties 

  
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relating to an earlier date, which shall be true and correct in all material respects as of such date). 
 c. Upon the effectiveness of this Amendment, no event or circumstance has occurred and is continuing which constitutes an Termination Event or Potential Termination Event. 

5. Reference to and Effect on the Transaction Documents. 
 5.1. From and after the effectiveness of this Amendment (i) each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or
words of like import shall mean and be a reference to the Purchase Agreement and its amendments, as amended hereby and (ii) all references to the Purchase Agreement appearing in any other Transaction Document, or any other document, instrument
or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Purchase Agreement, as amended hereby. 
 5.2. From and after the effectiveness of this Amendment (i) each reference in the Sale Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words
of like import shall mean and be a reference to the Sale Agreement and its amendments, as amended hereby and (ii) all references to the Sale Agreement appearing in any other Transaction Document, or any other document, instrument or agreement
executed and/or delivered in connection therewith, shall mean and be a reference to the Sale Agreement, as amended hereby. 

5.3. The Purchase Agreement and the Sale Agreement, as amended hereby, and all other amendments, documents, instruments and agreements
executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. 
 5.4. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Purchasers or the Administrative
Agent, nor constitute a waiver of any provision of the Purchase Agreement, the Sale Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 

6. Governing Law. This Amendment and the obligations arising hereunder shall in all respects, including all matters of
construction, validity and performance, be governed by, and construed and enforced in accordance with, the internal laws of the State of New York (without regard to conflicts of law principles). 

7. 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. 
 8. Counterparts; Facsimile Signatures. This Amendment may be executed by
one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile signature page hereto shall be effective as a
counterpart signature provided each party executing such a facsimile counterpart agrees to deliver originals thereof. 

  
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 IN WITNESS WHEREOF,
this Amendment has been duly executed and delivered on the date first above written. 
  

			
	BECKMAN COULTER FINANCE COMPANY,
LLC
		
	By:	 	      /s/ Roger Plotkin        
		 	Name: Roger Plotkin
		 	Title: Director
	
	BECKMAN COULTER, INC.
		
	By:	 	      /s/ Roger Plotkin        
		 	Name: Roger Plotkin
		 	Title: Treasurer and Vice President



  
 Signature
Page to 
 Omnibus Amendment 







  
 
			
	JUPITER SECURITIZATION COMPANY LLC (as successor by merger to Park Avenue Receivables Company LLC)
	
	By: JPMorgan Chase Bank, N.A., its attorney-in-fact
		
	By:	 	      /s/ Adam Klimek        
		 	Name: Adam Klimek
		 	Title: Executive Director
	
	JPMORGAN CHASE BANK, N.A., as a Financial Institution and as Administrative Agent
		
	By:	 	      /s/ Adam Klimek        
		 	Name: Adam Klimek
		 	Title: Executive Director



  
 Signature
Page to 
 Omnibus Amendment 







  
 ANNEX I

 SCHEDULE A 
 PLACES OF BUSINESS OF THE SELLER PARTIES; 
 LOCATIONS OF RECORDS; 

FEDERAL EMPLOYER IDENTIFICATION NUMBER(S) 
 Chief Executive Office of each Seller Party: 
 Beckman Coulter Finance
Company, LLC 
 250 S. Kraemer Blvd 
 Brea, CA 92821 
 Beckman Coulter, Inc. 

250 S. Kraemer Blvd 
 Brea, CA 92821 
 Principal Places of Business of each Seller Party: 

 

			
	Beckman Coulter Finance Company, LLC:	 	Chief Executive Office
		
	Beckman Coulter, Inc.:	 	Chief Executive Office

 Locations of Records:

  

			
	Beckman Coulter Finance Company, LLC:	 	Chief Executive Office
		
	Beckman Coulter, Inc.:	 	Chief Executive Office, and
		
		 	200 S. Kraemer Blvd.
		 	Brea, CA 92822
		
		 	11800 S. W. 147th Ave
		 	Miami, Fl 33196-2500
		
		 	1000 Lake Hazeltine Dr.
		 	Chaska, MN 55318

 Federal Employer Identification
Number of Each Seller Party: 
  

			
	Beckman Coulter Finance Company, LLC:	 	26-2279754
		
	Beckman Coulter, Inc.:	 	95-1040600


  
 Annex I








  
 ANNEX II

 Schedule A 
 Chief Executive Office; Places of Business; Locations of Records; 
 Federal
Employer Identification Number(s); Other Names 
 Chief Executive Office of each Seller Party: 

Beckman Coulter Finance Company, LLC 
 250 S. Kraemer Blvd 
 Brea, CA 92821 

Beckman Coulter, Inc. 
 250 S. Kraemer Blvd 
 Brea, CA 92821 

Principal Places of Business of each Seller Party: 
  

			
	Beckman Coulter Finance Company, LLC:	 	Chief Executive Office
		
	Beckman Coulter, Inc.:	 	Chief Executive Office

 Locations of Records:

  

			
	Beckman Coulter Finance Company, LLC:	 	 Chief Executive Office

		
	Beckman Coulter, Inc.:	 	 Chief Executive Office, and

		
		 	 200 S. Kraemer Blvd.
 Brea, CA 92822
  
 11800 S. W. 147th Ave
 Miami, Fl 33196-2500

 
 1000 Lake Hazeltine Dr.

Chaska, MN 55318


 Federal Employer Identification Number of Each Seller Party: 
  

			
	Beckman Coulter Finance Company, LLC:	 	26-2279754
		
	Beckman Coulter, Inc.:	 	95-1040600


  
 Annex II