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...Bridge Credit Agreement • November 3rd, 2006 • Beckman Coulter Inc • Laboratory analytical instruments • New York
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”):
AGREEMENT AND PLAN OF MERGER by and among LUMIGEN, INC., BECKMAN COULTER, INC., NLACQCO INC., THE UNDERSIGNED SHAREHOLDERS, and the SHAREHOLDERS REPRESENTATIVEAgreement and Plan of Merger • November 3rd, 2006 • Beckman Coulter Inc • Laboratory analytical instruments • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 29, 2006, by and among Lumigen, Inc., a Michigan corporation (the “Company”), Beckman Coulter, Inc., a Delaware corporation (“Buyer”), and NLAcqCo Inc., a Michigan corporation and a wholly-owned subsidiary of Buyer (“Buyer Sub”), the undersigned Shareholders of the Company and A. Paul Schaap as the Shareholders Representative. Buyer, Buyer Sub, the Company and the Shareholders are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.”
