Bridge Credit Agreement Dated As of October 31, 2006

Exhibit 10.2

EXECUTION COPY

U.S. $185,000,000

BRIDGE CREDIT AGREEMENT

Dated as of October 31, 2006 among

BECKMAN COULTER, INC.

as Borrower

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders CITICORP NORTH AMERICA, INC.

as Sole Administrative Agent

BANC OF AMERICA BRIDGE LLC as Syndication Agent

CITIGROUP GLOBAL MARKETS INC.

and

BANC OF AMERICA SECURITIES LLC

as Lead Arrangers and Bookrunners

Table of Contents

Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms 1

SECTION 1.02. Computation of Time Periods 11

SECTION 1.03. Accounting Terms 11 ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01. The Advances 12

SECTION 2.02. Making the Advances 12

SECTION 2.03. Fees 13

SECTION 2.04. Termination or Reduction of the Commitments 13

SECTION 2.05. Repayment 13

SECTION 2.06. Interest 13

SECTION 2.07. Interest Rate Determination 13

SECTION 2.08. Conversion of Advances 14

SECTION 2.09. Prepayments 15

SECTION 2.10. Increased Costs 15

SECTION 2.11. Illegality 16

SECTION 2.12. Payments and Computations 16

SECTION 2.13. Taxes 17

SECTION 2.14. Sharing of Payments, Etc. 19

SECTION 2.15. Use of Proceeds 19

SECTION 2.16. Replacement of Lenders 19 ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01 19

SECTION 3.02. Conditions Precedent to Each Borrowing 21

SECTION 3.03. Determinations Under Section 3.01 21 ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower 21 ARTICLE V COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants 23

SECTION 5.02. Negative Covenants 25

SECTION 5.03. Financial Covenants 27 ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01. Events of Default 27 ARTICLE VII THE AGENT

SECTION 7.01. Authorization and Action 29

SECTION 7.02. Agent' s Reliance, Etc. 29

SECTION 7.03. CNAI and Affiliates 29

SECTION 7.04. Lender Credit Decision 29 Page

SECTION 7.05. Indemnification 30

SECTION 7.06. Successor Agent 30 ARTICLE VIII MISCELLANEOUS

SECTION 8.01. Amendments, Etc. 30

SECTION 8.02. Notices, Etc. 30

SECTION 8.03. No Waiver; Remedies 31

SECTION 8.04. Costs and Expenses 32

SECTION 8.05. Right of Set-off 33

SECTION 8.06. Binding Effect 33

SECTION 8.07. Assignments and Participations 33

SECTION 8.08. Confidentiality 35

SECTION 8.09. Governing Law 36

SECTION 8.10. Execution in Counterparts 36

SECTION 8.11. Jurisdiction, Etc. 36

SECTION 8.12. Patriot Act Notice 36

SECTION 8.13. Waiver of Jury Trial 37

Schedules

Schedule 1 - List of Applicable Lending Offices

Exhibits Exhibit A - Form of Promissory Note

Exhibit B - Form of Notice of Borrowing

Exhibit C - Form of Assignment and Acceptance

Exhibit D-1 - Form of Opinion of Assistant General Counsel of the Borrower

Exhibit D-2 - Form of Opinion of Latham & Watkins LLP, Counsel for the Borrower

BRIDGE CREDIT AGREEMENT

Dated as of October 31, 2006

Among BECKMAN COULTER, INC., a Delaware corporation (the " Borrower" ), the banks, financial institutions and other institutional lenders (the " Initial Lenders" ) listed on the signature pages hereof, CITICORP NORTH AMERICA, INC. (" CNAI" ), a Delaware corporation, as sole administrative agent (the " Agent" ) for the Lenders (as hereinafter defined), BANC OF AMERICA BRIDGE LLC, as syndication agent, and CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC, as lead arrangers and bookrunners (the " Arrangers" ):

PRELIMINARY STATEMENT: The Borrower has requested that the Lenders make loans to it in an aggregate principal amount not exceeding $185,000,000 at any one time outstanding to provide funds for the Acquisition ( as hereinafter defined), and the Initial Lenders are prepared to make such loans upon the terms and conditions hereof. Accordingly, the parties hereto agree as follows: ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms .

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): " Acquisition" has the meaning specified in Section 2.15. " Advance" means an advance by a Lender to the Borrower pursuant to Article II, and refers to a Base Rate Advance or a Eurodollar Rate Advance (each of which shall be a " Type" of Advance).

" Affected Lender" has the meaning specified in Section 2.16.

" Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term " control" (including the terms " controlling" , " controlled by" and " under common control with" ) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise. " Agent' s Account" means the account of the Agent maintained by the Agent at Citibank with its office at 2 Penns Way, Suite 200, New Castle, Delaware 19720, Account No. 36852248, Attention: Bank Loan Syndications.

" Applicable Lending Office" means, with respect to each Lender, such Lender' s Domestic Lending Office in the case of a Base Rate Advance and such Lender' s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

" Applicable Margin" means, as of any date, a percentage per annum determined by reference to the Public Debt Rating of S&P, Moody' s and Fitch in effect on such date as set forth below:


Public Debt Rating

S&P/Moody' s/Fitch

Applicable

Margin

Level 1

A- / A3 / A- or higher 0.500 %

Level 2

Lower than Level 1, but at least BBB+ / Baa1 / BBB+ 0.625 %

Level 3

Lower than Level 2, but at least BBB / Baa2 / BBB 0.725 %

Level 4

Lower than Level 3, but at least BBB- / Baa3 /BBB- 0.875 %

Level 5

Lower than Level 4, but at least BB+ / Ba1 / BB+ 1.000 %

Level 6

Lower than Level 5 1.500 %

" Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

" Base Rate" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank' s base rate; (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by dividing (A) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average (adjusted to the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three New York certificate of deposit dealers of recognized standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for Citibank with respect to liabilities consisting of or including (among other liabilities) three-month U.S. dollar non-personal time deposits in the United States, plus (iii) the average during such three-week period of the annual assessment rates estimated by Citibank for determining the then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring U.S. dollar deposits of Citibank in the United States; and (c) 1/2 of one percent per annum above the Federal Funds Rate. " Base Rate Advance" means an Advance that bears interest as provided in Section 2.06(a)(i). " Borrowing" means a borrowing consisting of Advances of the same Type made on the same day by the Lenders.

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" Business Day" means a day of the year (other than a Saturday or Sunday) on which banks are not required or authorized by law to close in New York, New York and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market. " Citibank" means Citibank, N.A., a national banking association organized and existing under the laws of the United States of America.

" Commitment" means, as to any Lender, (a) if such Lender is an Initial Lender, the amount set forth opposite such Lender' s name on the signature pages hereof or (b) if such Lender has entered into any Assignment and Acceptance, the amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), in each case as such amount may be reduced pursuant to Section 2.04.

" Compliance Certificate" has the meaning specified in Section 5.01(i)(i).

" Confidential Information" means information about the Borrower and its Subsidiaries or Lumigen Inc. and their existing and proposed operations, business plans, affairs, products and financial condition not generally disclosed to, or known by, the public that the Borrower furnishes to the Agent or any Lender pursuant to this Agreement.

" Consolidated" refers to the consolidation of accounts in accordance with GAAP. " Convert" , " Conversion" and " Converted" each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.07 or 2.08.

" Debt" of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than (i) trade payables that are payable on customary terms and incurred in the ordinary course of such Person' s business, and (ii) deferred compensation to any employee or director of the Borrower or any of its Subsidiaries), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all net obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below and other payment obligations (collectively, " Guaranteed Debt" ) guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Guaranteed Debt or to advance or supply funds for the payment or purchase of such Guaranteed Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Guaranteed Debt or to assure the holder of such Guaranteed Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above (including Guaranteed Debt) secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt; provided , however , that clauses (h) and (i) shall not include up to $75,000,000 (in the aggregate) of Debt of Persons other than the Borrower and its Subsidiaries outstanding at any time if and to the extent that (i) such Debt evidences a lease or purchase of goods or services by such Person from the Borrower or any Subsidiary of the Borrower, (ii) such Debt would not otherwise constitute Debt but for the fact that the Borrower or any Subsidiary of the Borrower (or any property of the Borrower or any Subsidiary of the Borrower) is subject to recourse liability for the payment or purchase of all or a portion thereof in connection with the sale of such Debt and (iii) such recourse liability does not exceed 15% of the sale price thereof.

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" Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

" Defaulting Lender" means, at any time, any Lender that, at such time, (a) has failed to make any Advance required to be made by such Lender to the Borrower pursuant to Section 2.01 at or prior to such time, or (b) has failed to pay any amount required to be paid by such Lender to the Agent or any other Lender hereunder at or prior to such time, including, without limitation, any amount required to be paid by such Lender to (i) the Agent pursuant to Section 2.02(d) to reimburse the Agent for the amount of any Advance made by the Agent for the account of such Lender, (ii) any other Lender pursuant to Section 2.14 to purchase any participation in Advances owing to such other Lender, and (iii) the Agent pursuant to Section 7.05 to reimburse the Agent for such Lender' s ratable share of any amount required to be paid by the Lenders to the Agent as provided therein, or (c) shall take any action or be the subject of any action or proceeding described in Section 6.01(e).

" Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its " Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.

" EBITDA" means, for any period, net income (or net loss) for such period plus the sum of (a) Interest Expense for such period, (b) income and franchise tax expense for such period, (c) depreciation expense for such period, (d) amortization expense for such period, and (e) extraordinary charges and special, one-time charges for such period but only to the extent not in excess of 20% of EBITDA for such period calculated without giving effect to this clause (e), in each case determined in accordance with GAAP. " Effective Date" has the meaning specified in Section 3.01. " Eligible Assignee" means (i) a Lender, (ii) an Affiliate of a Lender, and (iii) any other financial institution having a combined capital and surplus of at least $250,000,000 or other accredited investor (as defined in Regulation D under the Securities Act), in each case, approved by the Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 8.07, the Borrower, such approval not to be unreasonably withheld or delayed (it being understood that any objection by the Borrower to any Person reasonably considered by the Borrower to be a competitor, or an Affiliate of a competitor, of the Borrower shall be deemed to be not unreasonable); provided , however , that neither the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee. " Environmental Action" means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement by, to or against the Borrower or any Subsidiary of the Borrower or with respect to the business or properties of the Borrower or any Subsidiary of the Borrower relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

" Environmental Law" means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials, in each case as applicable to the Borrower or any Subsidiary of the Borrower or with respect to the business or properties of the Borrower or any Subsidiary of the Borrower.


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" Environmental Permit" means any permit, approval, identification number, license or other authorization required to be obtained by the Borrower or any Subsidiary of the Borrower or required in respect of any business or properties of the Borrower or any Subsidiary of the Borrower under any Environmental Law. " Equipment for Resale" means any instrument systems and related accessories and components manufactured or assembled by or on behalf of the Borrower or any of its Subsidiaries that are owned by the Borrower or such Subsidiary and held for placement or placed (pursuant to leases, bailment arrangements or rental agreements) in facilities of the Borrower' s or such Subsidiary' s customers (including distributors, commission representatives, agents and their customers).

" ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

" ERISA Affiliate" means any Person that for purposes of Title IV of ERISA is a member of the Borrower' s controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Internal Revenue Code.

" ERISA Event" means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution, or the written threat of institution, by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA.

" Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

" Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its " Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent. " Eurodollar Rate" means, for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, the interest rate per annum obtained by dividing (a) the offered rate in the London interbank market for deposits in United States dollars for a term comparable to such Interest Period, as shown on the Moneyline Telerate Markets page 3750 as of 11:00 a.m., London time, two Business Days prior to the first day of such Interest Period, provided that (i) if more than one offered rate as described above appears on such Moneyline Telerate Markets page, the rate computed pursuant to this clause (a) shall be the arithmetic average (rounded upward, if necessary, to the next higher 1/100 of 1%) of such offered rates, (ii) if the Agent ceases generally to use such Moneyline Telerate Markets page for determining interest rates based on eurodollar deposit rates, a comparable internationally recognized interest rate reporting service selected by the Agent shall be used by the Agent in lieu of such Moneyline Telerate Markets page, and (iii) if no such offered rates as described above appear on such Moneyline Telerate Markets page (or such comparable reporting service), the rate computed pursuant to this clause (a) shall be the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rates per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London


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interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank' s Eurodollar Rate Advance (or, in the case of Citibank, CNAI' s Eurodollar Rate Advance) comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period, by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period. In the case of clause (a)(iii) above, the Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject , however , to the provisions of Section 2.07.

" Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.06(a)(ii).

" Eurodollar Rate Reserve Percentage" for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

" Events of Default" has the meaning specified in Section 6.01. " Existing Credit Agreement" means the Amended and Restated Credit Agreement dated as of January 31, 2005 among the Borrower, the lenders parties thereto and Citicorp USA, Inc. as administrative agent for such lenders, as amended, supplemented, amended and restated or otherwise modified from time to time. " Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

" Fitch" means Fitch, Inc. " Funded Debt" of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (c) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (d) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (e) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (f) all Funded Debt of others referred to in clauses (a) through (e) above or clause (g) below and other payment obligations (collectively, " Guaranteed Funded Debt" ) guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Guaranteed Funded Debt or to advance or supply funds for the payment or purchase of such Guaranteed Funded Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Guaranteed Funded Debt or to assure the holder of such Guaranteed Funded Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of


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whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (g) all Funded Debt referred to in clauses (a) through (f) above (including Guaranteed Funded Debt) secured by (or for which the holder of such Funded Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Funded Debt; provided , however , that clauses (f) and (g) shall not include up to $75,000,000 (in the aggregate) of Funded Debt of Persons other than the Borrower and its Subsidiaries outstanding at any time if and to the extent that (i) such Funded Debt evidences a lease or purchase of goods or services by such Person from the Borrower or any Subsidiary of the Borrower, (ii) such Funded Debt would not otherwise constitute Funded Debt but for the fact that the Borrower or any Subsidiary of the Borrower (or any property of the Borrower or any Subsidiary of the Borrower) is subject to recourse liability for the payment or purchase of all or a portion thereof in connection with the sale of such Funded Debt and (iii) such recourse liability ...