Exhibit
10.1


EXECUTION VERSION


SECOND AMENDMENT TO CREDIT
AGREEMENT


THIS SECOND AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”),
dated as of May 30, 2007, is by and among DADE BEHRING INC.,
a Delaware corporation (the “Borrower”),
the Guarantors party thereto, the Lenders party thereto (the “Lenders”), CITICORP
USA, INC., as Syndication Agent and BANK OF
AMERICA, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”).  Terms
used but not otherwise defined herein shall have the meanings provided in the
Existing Credit Agreement described below.


W I T N E S S E T H


WHEREAS,
the Borrower, the Guarantors, the Lenders, the Syndication Agent and the
Administrative Agent have entered into that certain Credit Agreement dated as
of April 27, 2005 (as amended by that
certain First Amendment dated as of October 16, 2006 and as further amended,
modified, extended, renewed, restated, replaced or increased from time to time, the “Existing Credit Agreement”);


WHEREAS, the Borrower has
requested, and the Lenders have agreed, to increase the Commitments in an
amount equal to $200,000,000 (the “Facility Increase”)
and to amend the Existing Credit Agreement as provided herein;


NOW, THEREFORE, in consideration
of the agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


PART 1


DEFINITIONS


SUBPART
1.1              Certain
Definitions.  Unless otherwise
defined herein or the context otherwise requires, the following terms used in
this Amendment, including its preamble and recitals, have the following
meanings:


“Second Amendment” is defined in Subpart 3.1.


“Second Amendment Effective Date” is defined in Subpart 3.1.


SUBPART
1.2              Other
Definitions.  Unless otherwise
defined herein or the context otherwise requires, terms used in this Amendment,
including its preamble and recitals, have the meanings provided in the Existing
Credit Agreement.













PART 2


AMENDMENTS TO EXISTING CREDIT AGREEMENT


Effective on (and
subject to the occurrence of) the Second Amendment Effective Date, the Existing
Credit Agreement is hereby amended in accordance with this Part 2.


SUBPART
2.1              The
recitals in the Existing Credit Agreement are hereby amended by deleting the
second paragraph and replacing it with the following:


The Borrower and the
Guarantors have requested, and the Lenders have agreed, to provide a revolving
credit facility in the aggregate amount of $800,000,000 (the “Revolving
Credit Facility”) on the terms and conditions set forth herein.


SUBPART
2.2              Section
1.01 of the Existing Credit Agreement is hereby amended by deleting the
definition of “Maturity Date” and replacing it with the following:


“Maturity
Date” means May 30, 2012.


SUBPART 2.3              Section 10.06(b)
of the Existing Credit Agreement is hereby amended by deleting subsection (iv)
and replacing it with the following:


(iv)  the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee in the amount of
$3,500; provided, however, that the Administrative Agent may, in
its sole discretion, elect to waive such processing and recordation fee in the
case of any assignment.  The assignee, if
it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


SUBPART 2.4              Article X of the
Existing Credit Agreement is hereby amended by adding the following new Section
10.18:


Section 10.18       No
Advisory or Fiduciary Responsibility.  In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), the
Borrower and the Loan Parties acknowledge and agree that: (i) (A) the arranging
and other services regarding this Agreement provided by the Administrative
Agent and the Joint Lead Arrangers are arm’s-length commercial transactions
between the Borrower, the Loan Parties and their respective Affiliates, on the
one hand, and the Administrative Agent and the Joint Lead Arrangers, on the
other hand, (B) the Borrower and the Loan Parties have consulted their own
legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) the Borrower and the Loan Parties are capable of evaluating,
and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the
Administrative Agent and the Joint Lead Arrangers each is and has been acting
solely as a principal and, except as expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor,
agent or fiduciary for the Borrower, the Loan Parties or any of their
respective Affiliates, or any other Person and (B) neither the Administrative
Agent nor the Joint Lead Arrangers have any obligation to the Borrower, the
Loan Parties or any of their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other 













Loan Documents; and (iii) the Administrative
Agent and the Joint Lead Arrangers and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ
from those of the Borrower, the Loan Parties and their respective Affiliates,
and neither the Administrative Agent nor the Joint Lead Arrangers have any
obligation to disclose any of such interests to the Borrower, the Loan Parties
or any of their respective Affiliates. 
To the fullest extent permitted by law, the Borrower the Loan Parties
hereby waive and release any claims that it may have against the Administrative
Agent and the Joint Lead Arrangers with respect to any breach or alleged breach
of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.


SUBPART 2.5              Schedule 2.01
of the Existing Credit Agreement is hereby deleted in its entirety and a new
schedule in the form of Schedule 2.01 attached hereto is substituted
therefor.


SUBPART 2.6              Schedule
10.06 of the Existing Credit Agreement is hereby deleted in its entirety.


PART 3


CONDITIONS
TO EFFECTIVENESS


SUBPART
3.1                  Second
Amendment Effective Date.  This
Amendment shall be and become effective as of the date hereof (the “Second
Amendment Effective Date”) when all of the conditions set forth in this Part
3 shall have been satisfied or waived, and thereafter this Amendment shall
be known, and may be referred to, as the “Second Amendment.”


SUBPART
3.2                  Execution
of Counterparts of Amendment.  The
Administrative Agent shall have received counterparts of this Amendment, which
collectively shall have been duly executed on behalf of the Borrower, the
Guarantor, the Lenders and the Administrative Agent.


SUBPART
3.3                  Officer’s Certificates.  The
Administrative Agent shall have received a certificate signed by a Responsible Officer of each Loan Party, dated
the date of this Amendment, (i) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to the Facility Increase and
(ii) certifying that, before and after giving effect to the Facility
Increase and the effectiveness of the Amendment, (A) the representations and
warranties contained in Article V and the other Loan Documents are
true and correct in all material respects after giving effect to the Second
Amendment, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
in all material respects as of such earlier date, and the representations and
warranties contained in subsection (a) of Section 5.05 shall
be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01, and (B) no
Default has occurred and is continuing.


SUBPART
3.4                  Assignment
and Assumptions.  To the extent
necessary to give effect to the reallocations of the Obligations effected by
the amendment to Schedule 2.01 to the Existing Credit Agreement, each
Lender hereby sells and assigns, without recourse, to the Lenders providing the
Facility Increase (the “Increase Lenders”), and each of the Increase
Lenders, hereby purchases and assumes, without recourse, from each such Lender,
effective as of the Second Amendment Effective Date, such interests in such
Lender’s rights and obligations 













under the Existing Credit
Agreement (including, without limitation, the Obligations owing to such Lender
that are outstanding on the Second Amendment Effective Date).


SUBPART
3.5              Fees
and Expenses.  The Administrative
Agent shall have received from the Borrower (i) for the account of the Lenders
the aggregate amount of fees and invoiced expenses earned, due and payable in
connection with the consummation of the transactions contemplated hereby and
consistent with that certain Engagement Letter dated May 8, 2007 among the
Borrower, the Administrative Agent and Banc of America Securities LLC and as
notified by the Administrative Agent to the Borrower and (ii) all reasonable
invoiced out-of-pocket costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Amendment, including without
limitation the reasonable fees and out-of-pocket expenses of Moore & Van
Allen PLLC, special counsel to the Administrative Agent.


PART 4


MISCELLANEOUS


SUBPART
4.1                  Cross-References.  References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.


SUBPART
4.2                  Instrument
Pursuant to Existing Credit Agreement. 
This Amendment is executed pursuant to the Existing Credit Agreement and
shall (unless otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the Existing Credit
Agreement.


SUBPART
4.3                  References
in Other Loan Documents.  At such
time as this Amendment shall become effective pursuant to the terms of Subpart
3.1, all references to the “Credit Agreement” shall be deemed to refer to
the Credit Agreement as amended by this Amendment.


SUBPART
4.4                  Counterparts/Telecopy.  This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.  Delivery of executed counterparts of the
Amendment by telecopy, facsimile or electronic mail shall be effective as an
original and shall constitute a representation that an original shall be
delivered.


SUBPART
4.5                  Governing
Law.  THIS AMENDMENT SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW
RULES).


SUBPART
4.6                  Successors
and Assigns.  This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.


SUBPART
4.7                  General.  Except as amended hereby, the Existing Credit
Agreement and all other Loan Documents shall remain unchanged and continue in
full force and effect.


















IN WITNESS
WHEREOF, the parties
hereto have executed this Amendment as of the date first above written.


	
  BORROWER:

  	
  DADE BEHRING INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


	
  PARENT:

  	
  DADE BEHRING HOLDINGS INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


	
  SUBSIDIARY GUARANTORS:

  	
  DADE FINANCE LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


	
  

  	
  DADE BEHRING FINANCE CO. LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 



 SECOND AMENDMENT
 DADE BEHRING INC.
  
 









 


	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N. A.,

  
	
   

  	
  in its capacity as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


	
  LENDERS:

  	
  BANK OF AMERICA, N. A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



 SECOND AMENDMENT
 DADE BEHRING INC.
  
 









 


	
  

  	
  [

  	
  ],

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 



 SECOND AMENDMENT
 DADE BEHRING INC.
  















Schedule 2.01


Commitments and Applicable Percentages


	
  Lender

  	
   

  	
  Commitment Amount

  	
   

  	
  Commitment Percentage

  	
   

  
	
  Bank
  of America, N.A.

  	
   

  	
  $

  	
  65,000,000

  	
   

  	
  8.125

  	
  %

  
	
  Citicorp
  USA, Inc.

  	
   

  	
  $

  	
  65,000,000

  	
   

  	
  8.125

  	
  %

  
	
  BNP
  Paribas

  	
   

  	
  $

  	
  60,000,000

  	
   

  	
  7.500

  	
  %

  
	
  Dresdner
  Bank AG in Frankfurt am Main

  	
   

  	
  $

  	
  60,000,000

  	
   

  	
  7.500

  	
  %

  
	
  The
  Royal Bank of Scotland plc

  	
   

  	
  $

  	
  60,000,000

  	
   

  	
  7.500

  	
  %

  
	
  Sumitomo
  Mitsui Banking Corporation

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  6.250

  	
  %

  
	
  SunTrust
  Bank

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  6.250

  	
  %

  
	
  Wells
  Fargo Bank, N.A.

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  6.250

  	
  %

  
	
  The
  Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  6.250

  	
  %

  
	
  KeyBank
  National Association

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  6.250

  	
  %

  
	
  Morgan
  Stanley Bank

  	
   

  	
  $

  	
  45,000,000

  	
   

  	
  5.625

  	
  %

  
	
  U.S.
  Bank National Association

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  4.375

  	
  %

  
	
  The
  Bank of New York

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  4.375

  	
  %

  
	
  National
  City Bank

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  4.375

  	
  %

  
	
  Banco
  Bilbao Vizcaya Argentaria S.A.

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  4.375

  	
  %

  
	
  The
  Governor and Company of the Bank of Ireland

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  3.125

  	
  %

  
	
  The
  Northern Trust Company

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  3.125

  	
  %

  
	
  Morgan
  Stanley Senior Funding, Inc.

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  0.625

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  800,000,000

  	
   

  	
  100.000

  	
  %