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Title: |
Commitment Letter |
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Date: |
2007 |
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Preview shows 7KB of 52KB total |
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$38 |
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ID: |
#2799856 |
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MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 |
CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 |
March 24, 2007
Beckman Coulter, Inc.
P.O. Box 3100
4300 N. Harbor Blvd.
Fullerton, CA 92834-3100
Attention: Chief Financial Officer
Beckman Coulter, Inc.
$1,650,000,000 Interim Term Loan Facility
Commitment Letter
Ladies and Gentlemen:
Beckman Coulter, Inc., a Delaware corporation (the Borrower or you) has advised Morgan Stanley Senior Funding, Inc. (Morgan Stanley) and Citigroup Global Markets Inc. (CGMI, and, together with Citigroup (as defined below) and Morgan Stanley, us) regarding your proposed acquisition (the Acquisition) of the stock of Biosite Incorporated, a Delaware corporation (the Target). As we understand the transaction, pursuant to an Agreement and Plan of Merger (including all annexes and exhibits thereto, the Acquisition Agreement) to be entered into with the Target and the Purchaser (as defined therein) and a tender offer conducted in accordance with the terms of the Acquisition Agreement (the Tender Offer) followed by a merger with the Target (the Merger), you will purchase all of the outstanding capital stock of the Target. The consideration for the Acquisition will be comprised of all cash. The Acquisition effected by the Tender Offer and the Merger, the financings contemplated by the foregoing and the payment of fees and expenses associated therewith are collectively referred to as the Transaction. For purposes of this Commitment Letter, Citigroup means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated herein.
More specifically, you have informed us that the Borrower intends to arrange for a commitment of up to a $1,650,000,000 interim term loan facility (the Interim Term Loan Facility, also herein referred to as the Interim Facility). We understand that borrowings under the Interim Facility (if any) will be used to fund the Transaction.
In connection with the Transaction (a) (i) Morgan Stanley is pleased to advise you of its commitment to provide, on a several (and not joint) basis, or to cause one or more of its affiliates to provide, 50.0% of the Interim Facility and (ii) Citigroup is pleased to advise you of its commitment to provide, on a several (and not joint) basis, or to cause one or more of its affiliates to provide, 50.0% of the Interim Facility subject to and on the terms and conditions set forth herein and in the summary of and conditions attached as Annex I (the Term Sheet which, together with this letter, are herein collectively referred to as the Commitment Letter) and (b) Morgan Stanley and
Citigroup (collectively, the Arrangers) shall use commercially reasonable efforts to arrange a syndicate of Lenders (as defined in the Term Sheet) to participate in the Interim Facility.
You agree that Citigroup shall act as sole and exclusive administrative agent (in such capacity, the Administrative Agent), and, together with Morgan Stanley, co-lead arranger and joint bookrunner in respect of the Interim Facility (Morgan Stanley to be on the left). It is understood that the Arrangers shall be permitted to designate one or more Lenders as agents or co-agents, as the case may be, with respect to the Interim Facility in their sole discretion, but no other agents, co-agents or arrangers will be appointed, no other titles may be given, and no other compensation (other than as expressly set forth in the Term Sheet or in the Fee Letter described below) will be paid without the Arrangers prior written consent; provided, however, that you may, within 10 days of the announcement of the Acquisition, appoint additional co-managers for up to 20% of the commitment of the Interim Term Loan Facility. Fees payable to the syndicate of Lenders shall be payable from the amounts payable by the Borrower pursuant to the fee letter (the Fee Letter) among the parties hereto and executed simultaneously herewith.
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