FORM OF FOURTH AMENDED AND RESTATED SUBSIDIARIES PLEDGE AGREEMENTPledge Agreement • August 16th, 1999 • Sybron International Corp • Dental equipment & supplies • New York
Trust Indenture Indenture Act Section Section --------------- --------- 310(a)(1)....................................................... 5.11 (a)(2)....................................................... 5.11...Indenture • October 11th, 2001 • Apogent Technologies Inc • Dental equipment & supplies • New York
WITNESSETH:Lease Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies
1 EXHIBIT 4.1 FIRST AMENDMENT, dated as of July 1, 1998 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of April 25, 1997 (the "Credit Agreement"), among Sybron International Corporation, a Wisconsin corporation (the...Credit Agreement • August 14th, 1998 • Sybron International Corp • Dental equipment & supplies • New York
Kenneth F. Yontz, Director and Executive Officer Thomas O. Hicks, Director Don H. Davis, Jr., Director Joe L. Roby, Director Robert B. Haas, Director Richard W. Vieser, Director William U. Parfet, Director Christopher L. Doerr, Director Dennis Brown,...Indemnification Agreement • December 12th, 1997 • Sybron International Corp • Dental equipment & supplies • Wisconsin
ARTICLE I PURCHASE AND SALE OF PARTNERSHIP INTERESTS, CAPITAL STOCK AND LIMITED LIABILITY INTERESTSPurchase Agreement • May 12th, 1997 • Sybron International Corp • Dental equipment & supplies • Delaware
EXHIBIT 10.3 ------------ APOGENT TECHNOLOGIES INC. AMENDED AND RESTATED 1993 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the [day] day of [month, year], between Apogent Technologies Inc.,...Nonqualified Stock Option Agreement • May 15th, 2002 • Apogent Technologies Inc • Dental equipment & supplies • Wisconsin
among SYBRON INTERNATIONAL CORPORATION, ORMCO CORPORATION, KERR CORPORATION, NALGE NUNC INTERNATIONAL CORPORATION, ERIE SCIENTIFIC COMPANY, BARNSTEAD THERMOLYNE CORPORATION, REMEL INC.Credit Agreement • August 16th, 1999 • Sybron International Corp • Dental equipment & supplies • New York
RECITALSContribution Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • Wisconsin
EXHIBIT 99.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Escrow Agreement") is entered into this 9th day of April, 1998, by and among SYBRON INTERNATIONAL CORPORATION ("SYBRON"), STATE STREET BANK AND TRUST COMPANY (the "Escrow Agent"), MICHAEL KLUGER,...Escrow Agreement • July 17th, 1998 • Sybron International Corp • Dental equipment & supplies • Wisconsin
ARTICLE II REGISTRATION RIGHTSRegistration Rights Agreement • July 17th, 1998 • Sybron International Corp • Dental equipment & supplies • Wisconsin
FORM OF FOURTH AMENDED AND RESTATED PARENT PLEDGE AGREEMENTPledge Agreement • August 16th, 1999 • Sybron International Corp • Dental equipment & supplies • New York
EXHIBIT C TO CREDIT AGREEMENT FORM OF SWING LINE NOTE THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE MUST BE RECORDED IN...Credit Agreement • August 16th, 1999 • Sybron International Corp • Dental equipment & supplies • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of April 1, 2002, between Apogent Technologies Inc., a Wisconsin corporation ("Employer" or "Company"), and Robert V. Ahlgren ("Employee"). W I T N E S S E T H: WHEREAS,...Employment Agreement • August 13th, 2002 • Apogent Technologies Inc • Dental equipment & supplies • New Hampshire
Exhibit 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT AMENDMENT dated as of March 17, 2004 (this "Amendment"), to the Rights Agreement dated as of December 11, 2000 (the "Rights Agreement"), between Apogent Technologies Inc., a Wisconsin corporation (the...Rights Agreement • March 17th, 2004 • Apogent Technologies Inc • Laboratory apparatus & furniture • Wisconsin
1 EXHIBIT 4.3 CREDIT AGREEMENTCredit Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • New York
1 EXHIBIT 10.3 FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made and entered into as of December 11, 2000 between Sybron International Corporation d/b/a Apogent Technologies, a Wisconsin corporation ("Company"), and __________...Executive Employment Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • Wisconsin
BETWEENRights Agreement • December 12th, 2000 • Sybron International Corp • Dental equipment & supplies • Wisconsin
April 4, 2001 CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies...Exchange and Registration Rights Agreement • May 15th, 2001 • Apogent Technologies Inc • Dental equipment & supplies • New York
FORM OF REVOLVING CREDIT NOTE THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED...Revolving Credit Note • August 16th, 1999 • Sybron International Corp • Dental equipment & supplies • New York
EXHIBIT 2.2 ESCROW AGREEMENTEscrow Agreement • May 12th, 1997 • Sybron International Corp • Dental equipment & supplies • Massachusetts
ARTICLE I DEFINITIONSRegistration Rights Agreement • July 24th, 1997 • Sybron International Corp • Dental equipment & supplies • Wisconsin
SYBRON INTERNATIONAL CORPORATION, ORMCO CORPORATION, KERR CORPORATION, NALGE NUNC INTERNATIONAL CORPORATION, ERIE SCIENTIFIC COMPANY and BARNSTEAD THERMOLYNE CORPORATION $900,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 12th, 1997 • Sybron International Corp • Dental equipment & supplies • New York
EMPLOYMENT AGREEMENT This Agreement is made and entered into as of December 7th, 2001, between Apogent Technologies Inc., a Wisconsin corporation ("Employer" or "Company"), and ___________ ("Employee").Employment Agreement • February 14th, 2002 • Apogent Technologies Inc • Dental equipment & supplies • New Hampshire
1 Exhibit 10.4 The following Executive Officers are parties to an Employment Agreement in the form of Exhibit 10.3, which Employment Agreements differ with respect to the terms indicated:Employment Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies
1 EXHIBIT 10.5 FORM OF EMPLOYMENT AGREEMENT This Agreement is made and entered into as of December 15, 2000, between Sybron International Corporation d/b/a Apogent Technologies Inc., a Wisconsin corporation ("Employer" or "Company"), and...Employment Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • New Hampshire
October 4, 2001 LEHMAN BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC ABN AMRO ROTHSCHILD LLC UBS WARBURG LLC c/o Lehman Brothers Inc. 101 Hudson Street Jersey City, New Jersey 07302 Ladies and Gentlemen: Apogent...Purchase Agreement • December 17th, 2001 • Apogent Technologies Inc • Dental equipment & supplies • New York
EXHIBIT C TO THE CREDIT AGREEMENT FORM OF SWING LINE NOTE THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE MUST BE...Credit Agreement • May 12th, 1997 • Sybron International Corp • Dental equipment & supplies • New York
BY AND AMONGMerger Agreement • March 17th, 2004 • Apogent Technologies Inc • Laboratory apparatus & furniture • Delaware
RECITALSEmployee Benefits Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • Wisconsin
1 EXHIBIT 4.5 SECOND AMENDMENT, dated as of August 13, 1998 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of April 25, 1997 (the "Credit Agreement"), among Sybron International Corporation, a Wisconsin corporation...Credit Agreement • August 14th, 1998 • Sybron International Corp • Dental equipment & supplies • New York
BETWEEN APOGENT TECHNOLOGIES INC., THE ISSUER AND THE SEVERAL SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTIES HERETO, AS GUARANTORS ANDResale Registration Rights Agreement • December 17th, 2001 • Apogent Technologies Inc • Dental equipment & supplies • New York
EXHIBIT 10.4 ------------ APOGENT TECHNOLOGIES INC. 2001 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the ___ day of ________, 2002 (the "Grant Date"), between Apogent Technologies Inc., a...Nonqualified Stock Option Agreement • May 15th, 2002 • Apogent Technologies Inc • Dental equipment & supplies • Wisconsin
WITNESSETH:Guaranty and Suretyship Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • New York
Exhibit 10.41 AIRCRAFT PURCHASE AGREEMENT --------------------------- THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of the 20th day of November, 2000, by and between SYBRON INTERNATIONAL CORPORATION, a Wisconsin corporation,...Aircraft Purchase Agreement • December 17th, 2001 • Apogent Technologies Inc • Dental equipment & supplies • New York
