EXHIBIT 4.2
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this "Amendment") is
entered into as this 28th day of September, 2000, by and among BioSource
International, Inc., a Delaware corporation (the "Company"), Genstar Capital
Partners II, L.P., a Delaware limited partnership ("Genstar"), Xxxx-Xxxxxx
Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx. Genstar, together
with Messrs. Conte, Hoskins, Paterson and Xxxxxxx are sometimes collectively
referred to herein as the "Purchasers."
WHEREAS, the Company and Genstar entered into the Securities Purchase
Agreement (the "Agreement"), which provided for the purchase by Genstar and such
other persons to whom Genstar assigned its rights pursuant to Section 4.5 of the
Agreement, would purchase 300,000 shares of Common Stock;
WHEREAS, the Company and Genstar desire to amend the Agreement to
effectuate the previously contemplated assignment by Genstar to Messrs. Conte,
Hoskins, Paterson and Xxxxxxx.
NOW, THEREFORE, in consideration of the promises and mutual covenants
and agreements hereinafter contained, the Company and Purchaser hereby agree as
follows:
1. Capitalized terms used herein without definition shall have the
meanings set forth in the Agreement.
2. Article I of the Agreement is hereby amended to add the following:
"The number of shares of Common Stock to be acquired by, and the purchase price
to be paid by, each Purchaser is set forth on Schedule A attached hereto. At the
Closing, each Purchaser will pay the amount set forth the amount set forth on
Schedule A and the Company shall instruct the transfer agent to immediately
deliver to each Purchaser a stock certificate or certificates, in definitive
form, registered in the name of such Purchaser, representing the Shares as set
forth on Schedule A."
3. Each Purchaser hereby makes, severally and not jointly, the
representations and warranties set forth in Section 2.2, and each Purchaser
agrees, severally and not jointly, to be bound by and fully perform all of
Purchaser's covenants under the Agreement. The Company agrees to treat each
Purchaser as a "Purchaser" under the Agreement.
4. Except as specifically modified by this Amendment, the Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Securities Purchase Agreement to be duly executed as of the date first above
written.
BIOSOURCE INTERNATIONAL, INC.
By: /S/ XXXXXXX XXXX
--------------------------------
Name: Xxxxxxx Xxxx
Title: Chief Executive Officer
GENSTAR CAPITAL PARTNERS II, L.P.
By: Genstar Capital LLC
Its: General Partner
By: /s/ XXXX-XXXXXX XXXXX
---------------------------------
Name: Xxxx-Xxxxxx Xxxxx
Title: Managing Director
XXXX-XXXXXX XXXXX
/s/ XXXX-XXXXXX XXXXX
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XXXXXXX XXXXXXX
/s/ XXXXXXX XXXXXXX
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XXXXXXX XXXXXXXX
/s/ XXXXXXX XXXXXXXX
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XXXXXX XXXXXXX
/s/ XXXXXX XXXXXXX
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Schedule A
Name Number of Shares Purchase Price Amount
-------------------------------- ---------------- ---------------------
Genstar Capital Partners II, L.P. 233,333 $3,499,995
Xxxx-Xxxxxx Xxxxx 30,000 $450,000
Xxxxxxx Xxxxxxx 16,667 $250,005
Xxxxxxx Xxxxxxxx 16,667 $250,005
Xxxxxx Xxxxxxx 3,333 $49,995
