Waiver No. 1 to the Amended And Restated Credit Agreement



 Exhibit 10.2 
 WAIVER NO. 1 TO THE 
 AMENDED AND RESTATED CREDIT AGREEMENT

 Dated as of February 6, 2011         

WAIVER NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT among Beckman Coulter, Inc., a Delaware corporation (the
“Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the
“Agent”) for the Lenders. 
 PRELIMINARY STATEMENTS: 

(1) The Borrower, the Lenders and the Agent have entered into an Amended and Restated Credit Agreement dated as of December 28, 2009
(such Credit Agreement, as so modified, the “Credit Agreement”). Capitalized terms not otherwise defined in this Waiver have the same meanings as specified in the Credit Agreement. 

(2) The Borrower has announced that it has entered into the Agreement and Plan of Merger, dated February 6, 2011 with Danaher
Corporation (“Danaher”) and Djanet Acquisition Corp. (the “Purchaser”), pursuant to which the Borrower shall be acquired by Danaher (the “Merger Agreement”), and has therefore requested that the
Required Lenders agree to waive Section 6.01(h) of the Credit Agreement as hereinafter set forth. 
 SECTION 1.
Waivers. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2: 
 (a) Section 6.01(h) of the Credit Agreement is hereby waived, solely for the period commencing on the date first above written through the earlier of (i) the consummation of the acquisition of
all of the outstanding Voting Stock of the Borrower by Danaher (the “Merger Transaction”) and (ii) April 30, 2011 (the “Waiver Termination Date”), solely with respect to (x) the acquisition by
Danaher, directly or indirectly, of less than 100% of the Voting Stock of the Borrower and (y) the election or designation by the Purchaser or Danaher of individuals who collectively would constitute a majority of the board of directors of the
Borrower as directors of the Borrower. On the Waiver Termination Date, without any further action by the Agent and the Lenders, all of the terms and provisions set forth in the Credit Agreement with respect to Defaults thereunder that are waived
under this clause (a) and not cured prior to the Waiver Termination Date shall have the same force and effect as if this Waiver had not been entered into by the parties hereto, and the Agent and the Lenders shall have all of the rights and
remedies afforded to them under the Credit Agreement with respect to any such Defaults as though no waiver had been granted by them under this clause (a). 
 (b) Section 6.01(h)(iii) of the Credit Agreement is hereby permanently waived to the extent that such provision is violated or implicated solely as a result of the Borrower, Danaher and the Purchaser
entering into the Merger Agreement. 







 SECTION 2. Conditions of Effectiveness. This Waiver shall become effective as of the
date first above written when, and only when the Agent shall have received counterparts of this Waiver executed by the Borrower and the Required Lenders. This Waiver is subject to the provisions of Section 8.01 of the Credit Agreement.

 SECTION 3. Representations and Warranties of the Borrower The Borrower represents and warrants that the
representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the date hereof (other than representations and warranties made as of a specified earlier date, which remain true and correct as of such
earlier date) and, other than as specifically waived in this Waiver, no event has occurred and is continuing that constitutes a Default. 
 SECTION 4. Effect on the Credit Agreement and the Notes. (a) The Credit Agreement and the Notes, except to the extent of the waiver specifically provided above, are and shall continue to be in
full force and effect and are hereby in all respects ratified and confirmed. 
 (b) The execution, delivery and effectiveness of
this Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. 

SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the
preparation, execution, delivery and administration, modification and amendment of this Waiver and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the
Agent) in accordance with the terms of Section 8.04 of the Credit Agreement. 
 SECTION 6. Execution in
Counterparts. This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
but one and the same agreement. Delivery of an executed counterpart of a signature page to this Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Waiver. 

SECTION 7. Governing Law. This Waiver shall be governed by, and construed in accordance with, the laws of the State of
New York. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	BECKMAN COULTER, INC.,
	as Borrower
		
	By	 	 /s/ Roger B. Plotkin

		 	Name: Roger B. Plotkin
		 	Title: VP Treasurer


 Accepted and Agreed:

  

			
	BANK OF AMERICA, N.A.,
		 	as Administrative Agent and as Lender
		
	By	 	 /s/ Jill J. Hogan

		 	Name: Jill J. Hogan
		 	Title: Vice President
	
	JPMORGAN CHASE BANK, N.A.
		
	By	 	 /s/ Ling Li

		 	Name: Ling Li
		 	Title: Vice President
	
	CITIBANK, N.A.
		
	By	 	 /s/ Alvaro De Velasco

		 	Name: Alvaro De Velasco
		 	Title: Vice President
	
	UNION BANK, N.A.
		
	By	 	 /s/ James Heim

		 	Name: James Heim
		 	Title: Vice President
	
	MORGAN STANLEY BANK, N.A.
		
	By	 	 /s/ Alice Lee

		 	Name: Alice Lee
		 	Title: Authorized Signatory

  

  
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	THE BANK OF NEW YORK MELLON
		
	By	 	 /s/ Clifford A. Mull

		 	Name: Clifford A. Mull
		 	Title: First Vice President
	
	THE BANK OF NOVA SCOTIA
		
	By	 	 /s/ Michelle C. Phillips

		 	Name: Michelle C. Phillips
		 	Title: Director
	
	STANDARD CHARTERED BANK
		
	By	 	 /s/ Andrew Y. Ng

		 	Name: Andrew Y. Ng
		 	Title: Director
	
	GOLDMAN SACHS BANK USA
		
	By	 	 /s/ Lauren Day

		 	Name: Lauren Day
		 	Title: Authorized Signatory
	
	WELLS FARGO BANK, N.A.
		
	By	 	 /s/ Scott Santa Cruz

		 	Name: Scott Santa Cruz
		 	Title: Director
	
	THE NORTHERN TRUST COMPANY
		
	By	 	 /s/ Brando Rolek

		 	Name: Brandon Rolek
		 	Title: Vice President


  
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