300,000,000 AGGREGATE PRINCIPAL AMOUNT APOGENT TECHNOLOGIES INC. Floating Rate Senior Convertible Contingent Debt Securities (CODES) due 2033 PURCHASE AGREEMENTPurchase Agreement • February 4th, 2004 • Apogent Technologies Inc • Laboratory apparatus & furniture • New York
The Securities will be issued pursuant to an indenture (the “Indenture”) to be dated as of the First Delivery Date (as defined in Section 2(a)), among the Company, the Guarantors and The Bank of New York, as Trustee (the “Trustee”). The CODES will be convertible into duly and validly authorized, fully paid and nonassessable shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (such shares, the “Conversion Shares”) on the terms, and subject to the conditions, set forth in the Indenture.
RESALE REGISTRATION RIGHTS AGREEMENT among APOGENT TECHNOLOGIES INC., AS ISSUER and THE SEVERAL SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTIES HERETO, AS GUARANTORS and LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON...Resale Registration Rights Agreement • February 4th, 2004 • Apogent Technologies Inc • Laboratory apparatus & furniture • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of December 17, 2003, among Apogent Technologies Inc., a Wisconsin corporation (together with any successor entity, herein referred to as the “Issuer”), and the several subsidiary guarantors from time to time parties hereto (collectively, the “Guarantors”) and Lehman Brothers Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN AMRO Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc. (collectively, the “Initial Purchasers”).
INDENTURE Among APOGENT TECHNOLOGIES INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO and THE BANK OF NEW YORK, as Trustee FLOATING RATE SENIOR CONVERTIBLE CONTINGENT DEBT SECURITIES (CODES) DUE 2033 Dated as of December 17, 2003Indenture • February 4th, 2004 • Apogent Technologies Inc • Laboratory apparatus & furniture • New York
INDENTURE, dated as of December 17, 2003, among Apogent Technologies Inc., a Wisconsin corporation, having its principal office at 30 Penahallow Street, Portsmouth, New Hampshire 03801 (the “Company”), and the guarantors from time to time parties hereto and described below (collectively, the “Guarantors”) and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”), having its principal corporate trust office at 101 Barclay Street, Floor 8 West, New York, New York 10286.
