EXECUTION VERSION CREDIT AGREEMENTCredit Agreement • November 22nd, 2002 • Dade Behring Holdings Inc • Computer terminals • London
Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT") effective as of June 1, 2001, between Dade Behring, Inc., a Delaware corporation (the "COMPANY"), and James Reid-Anderson...Employment Agreement • March 28th, 2003 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances • Illinois
EXHIBIT 4.4 DADE BEHRING HOLDINGS, INC. AND MELLON INVESTOR SERVICES LLC AS RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF OCTOBER 3, 2002 TABLE OF CONTENTSRights Agreement • November 22nd, 2002 • Dade Behring Holdings Inc • Computer terminals • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT BY AND AMONG DADE BEHRING HOLDINGS, INC. AND THE HOLDERS NAMED HEREIN Dated as of October 1, 2002 -------------------------------------------------------------- TABLE OF CONTENTSRegistration Rights Agreement • November 22nd, 2002 • Dade Behring Holdings Inc • Computer terminals • New York
Up to $315,313,000 11.91% Senior Subordinated Notes due 2010Indenture • November 22nd, 2002 • Dade Behring Holdings Inc • Computer terminals • New York
BETWEENLease Agreement • September 23rd, 2002 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances • Illinois
CREDIT AGREEMENT Dated as of April 27, 2005 amongCredit Agreement • April 28th, 2005 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 27, 2005, among DADE BEHRING INC., a Delaware corporation (the “Borrower”), the Guarantors as defined herein, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Domestic Swing Line Lender, Foreign Swing Line Lender and L/C Issuer, CITICORP USA, INC., as syndication agent and BNP PARIBAS, THE ROYAL BANK OF SCOTLAND PLC and DRESDNER BANK AG IN FRANKFURT AM MAIN as documentation agents.
EXECUTION DRAFT SETTLEMENT COMMUNICATION GOVERNED BY FEDERAL RULE OF EVIDENCE 408 LOCK UP, VOTING AND CONSENT AGREEMENT This Lock Up, Voting and Consent Agreement (this "AGREEMENT"), dated as of May 24, 2002, is entered into and made by and among Dade...Lock Up, Voting and Consent Agreement • September 23rd, 2002 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances • New York
AGREEMENT AND PLAN OF MERGER by and among SIEMENS CORPORATION, BELFAST MERGER CO. and DADE BEHRING HOLDINGS, INC. Dated as of July 25, 2007Merger Agreement • July 26th, 2007 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2007 (this “Agreement”), is by and among Siemens Corporation, a Delaware corporation (“Parent”), Belfast Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Dade Behring Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.03.
FORM OF EXECUTIVE SEVERANCE AGREEMENT AMENDMENTExecutive Severance Agreement Amendment • August 23rd, 2007 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals
As part of the executive leadership team, you will play an important role in the upcoming Siemens acquisition and our success as we move through this transition period. This agreement (“Agreement”) amends your executive severance agreement effective (“Executive Severance Agreement”) to provide retention payments in lieu of certain additional Change in Control severance provided by your current Executive Severance Agreement and to provide certain additional incentive payments. If you agree to such amendment of your Executive Severance Agreement, please sign below.
Amendment No. 1 to Rights AgreementRights Agreement • July 26th, 2007 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals • New York
This Amendment No. 1 to the Rights Agreement, dated as of July 25, 2007 (this “Amendment”), is made by and between Dade Behring Holdings, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”), as rights agent pursuant to the Rights Agreement, dated as of October 3, 2002 (the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms not defined herein shall have the respective meaning ascribed to them in the Rights Agreement.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2007 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals
Dade Behring Inc., a Delaware corporation (“Company”) and James Reid-Anderson (“Executive”) entered into an amended and restated employment agreement effective June 1, 2001 (“Employment Agreement”). The Company and Executive desire to amend the Employment Agreement to provide retention and incentive payments consistent with the retention and incentive payments being provided to other executive officers in connection with the transactions contemplated by the Agreement and Plan of Merger by and among Siemens Corporation, Belfast Merger Co. and Dade Behring Holdings, Inc. dated as of July 25, 2007 and to formalize the practice of the annual incentive program. The Company and Executive hereby agree to amend the Employment Agreement as follows:
FORM OF EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • August 2nd, 2005 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals • Illinois
As part of the Dade Behring leadership team, you play an important role in Dade Behring. To recognize your dedication and commitment towards our vision and future business success, I am pleased to inform you of your participation in the improved Executive Severance Plan which will provide you with additional financial security while finding new employment or pursuing other goals in the event of an involuntary termination.
FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENTCredit Agreement • May 4th, 2004 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances • New York
FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (collectively, this "Fourth Amendment"), dated as of March 12, 2004, among DADE BEHRING HOLDINGS, INC., a Delaware corporation ("Holdings"), DADE BEHRING INC., a Delaware corporation (the "Borrower"), the lenders from time to time party to the Credit Agreement referred to below (the "Lenders"), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, the "Administrative Agent"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2003 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances • New York
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Amendment"), dated as of December 20, 2002 between DADE BEHRING INC., a Delaware corporation (the "Borrower") and DEUTSCHE BANK AG, NEW YORK BRANCH ("DBAG") as Administrative Agent and as a Lender. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 10th, 2004 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances • New York
THIRD AMENDMENT TO CREDIT AGREEMENT (collectively, this "Third Amendment"), dated as of December 23, 2003, among DADE BEHRING HOLDINGS, INC., a Delaware corporation ("Holdings"), DADE BEHRING INC., a Delaware corporation (the "Borrower"), the lenders from time to time party to the Credit Agreement referred to below (the "Lenders"), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, the "Administrative Agent"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 4th, 2007 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals
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.
EXHIBIT 10.13 DONAL QUINN SUPPLEMENTAL PENSION ARRANGEMENT Dade Behring has agreed to provide Donal Quinn with a supplemental pension. In addition we have agreed to a special guarantee with regard to his pension accrual in accordance with the terms of...Supplemental Pension Arrangement • November 22nd, 2002 • Dade Behring Holdings Inc • Computer terminals
Dade Behring has agreed to provide Donal Quinn with a supplemental pension. In addition we have agreed to a special guarantee with regard to his pension accrual in accordance with the terms of his remuneration package. With regard to the supplemental pension:
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 28th, 2004 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances • New York
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of December 21, 2004, among DADE BEHRING HOLDINGS, INC., a Delaware corporation (“Holdings”), DADE BEHRING INC., a Delaware corporation (the “Borrower”), the lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
DADE BEHRING STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • March 16th, 2005 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances • Delaware
We are pleased to inform you that you have been awarded by Dade Behring Holdings, Inc. (the “Company”), a stock unit award (the “Stock Unit Award”).
DONAL QUINN SUPPLEMENTAL PENSION ARRANGEMENT EXHIBIT 10.14 Dade Behring has agreed to provide a supplemental annual annuity payable at age 65 to Mr. Quinn based on an additional notional Dade Behring contribution to the German Pension Plan of 50,000...Supplemental Pension Arrangement • March 28th, 2003 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances
This benefit would be payable at the time Donal Quinn would otherwise be eligible to receive a retirement benefit (normal retirement age- 65) and would be payable in the form of an annuity, the same form of benefit payable from the German Pension Plan. The benefit would not include any amounts based on Donal Quinn's own contributions that would be returned to him upon his termination of employment.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 30th, 2006 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 16, 2006, is by and among DADE BEHRING INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto (the “Existing Lenders”), the lenders identified on the signature pages hereto as New Lenders (the “New Lenders,” and together with the Existing Lenders, the “Lenders”), CITICORP, N.A., 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.
SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT AND CONSENT TO SECURITY AGREEMENTCredit Agreement • November 5th, 2003 • Dade Behring Holdings Inc • In vitro & in vivo diagnostic substances • New York
SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT AND CONSENT TO SECURITY AGREEMENT (collectively, this "Second Amendment"), dated as of October 7, 2003, among DADE BEHRING HOLDINGS, INC., a Delaware corporation ("Holdings"), DADE BEHRING INC., a Delaware corporation (the "Borrower"), various Subsidiaries of Holdings, the lenders from time to time party to the Credit Agreement referred to below (the "Lenders"), GENERAL ELECTRIC CAPITAL CORPORATION and THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agents (in such capacity, the "Syndication Agents"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, the "Administrative Agent") and DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral Agent (in such capacity, the "Collateral Agent"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
August 8, 2007Merger Agreement • August 8th, 2007 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals
We are pleased to inform you that on July 25, 2007, Dade Behring Holdings, Inc. (“Dade Behring”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Siemens Corporation (“Siemens”) and Belfast Merger Co. (“Purchaser”), a wholly owned subsidiary of Siemens.
