Dated as of May 22, 2002 CREDIT SUISSE FIRST BOSTON CORPORATION LEHMAN BROTHERS INC. GOLDMAN, SACHS & CO. ROBERT W. BAIRD & CO. INCORPORATED CREDIT LYONNAIS SECURITIES (USA) INC FLEET SECURITIES, INC. TOKYO-MITSUBISHI INTERNATIONAL PLC, As...Purchase Agreement • August 6th, 2002 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • New York
WITNESSETH:Pledge Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Illinois
WITNESSETH:Option Agreement • December 18th, 2002 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • California
8 1/8% SENIOR SUBORDINATED NOTES DUE 2012Supplemental Indenture • August 6th, 2002 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 14th, 2003 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • New York
COMMON STOCKTerms Agreement • June 7th, 2001 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Delaware
SYBRON DENTAL SPECIALTIES, INC., AS THE PARENTCredit Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Illinois
WITNESSETH:Sybron Dental Specialties Inc • December 22nd, 2000 • Services-offices & clinics of doctors of medicine
1 EXHIBIT 4 RIGHTS AGREEMENTRights Agreement • December 12th, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Delaware
BETWEENRights Agreement • November 9th, 2000 • SDS Holding Co • Services-offices & clinics of doctors of medicine • Delaware
1 GUARANTYGuaranty • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Illinois
1 EXHIBIT 4.5 SECURITY AGREEMENT dated as of December 11, 2000Security Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Illinois
WITNESSETH:Sybron Dental Specialties Inc • December 22nd, 2000 • Services-offices & clinics of doctors of medicine • Illinois
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 9th, 2000 • SDS Holding Co • Services-offices & clinics of doctors of medicine • Delaware
WITNESSETH:Patent Security Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Illinois
RECITALSEmployee Benefits Agreement • November 9th, 2000 • SDS Holding Co • Services-offices & clinics of doctors of medicine • Wisconsin
WITNESSETH:Mortgage, Security Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine
RECITALSAnd License Agreement • November 9th, 2000 • SDS Holding Co • Services-offices & clinics of doctors of medicine • Wisconsin
RECITALSSharing and Indemnification Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Wisconsin
FORM OF SYBRON DENTAL SPECIALTIES, INC. 2000 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTSybron Dental Specialties Inc • December 22nd, 2000 • Services-offices & clinics of doctors of medicine • California
RECITALSForm of Contribution Agreement • August 8th, 2000 • SDS Holding Co • Wisconsin
RECITALSCredit Agreement • August 6th, 2002 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • New York
1 Exhibit 2.8 EXHIBIT I CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT This CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (this "Agreement"), is made as of __________, 2000 by and between SYBRON INTERNATIONAL CORPORATION, a Wisconsin corporation...Confidentiality and Nondisclosure Agreement • November 9th, 2000 • SDS Holding Co • Services-offices & clinics of doctors of medicine • Wisconsin
RECITALSInterim Administrative Services Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Wisconsin
RECITALSInsurance Matters Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Wisconsin
WITNESSETH:Trademark Security Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Illinois
AGREEMENT AND PLAN OF MERGER Dated as of April 12, 2006 by and among DANAHER CORPORATION SMILE ACQUISITION CORP. and SYBRON DENTAL SPECIALTIES, INC.Agreement and Plan of Merger • April 12th, 2006 • Sybron Dental Specialties Inc • Dental equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 12, 2006, by and among Danaher Corporation, a Delaware corporation (“Parent”), Smile Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the “Purchaser”), and Sybron Dental Specialties, Inc., a Delaware corporation (the “Company”).
RECITALSAssumption and Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Wisconsin
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2005 • Sybron Dental Specialties Inc • Dental equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , by and between Sybron Dental Specialties, Inc., a Delaware corporation (the “Company”), and , an officer of the Company (the “Indemnitee”).
SYBRON DENTAL SPECIALTIES, INC. THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 21st, 2006 • Sybron Dental Specialties Inc • Dental equipment & supplies • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of January 26, 2006, and entered into by and among SYBRON DENTAL SPECIALTIES, INC., a Delaware corporation (successor by merger to Sybron Dental Management, Inc., a Delaware corporation, the “Company”), KERR CORPORATION, a Delaware corporation (“Kerr”), ORMCO CORPORATION, a Delaware corporation (“Ormco”), and PINNACLE PRODUCTS, INC., a Wisconsin corporation (“Pinnacle”; each of Company, Kerr, Ormco and Pinnacle are individually referred to herein as a “Domestic Borrower” and collectively, on a joint and several basis, as the “Domestic Borrowers”), HAWE NEOS HOLDING SA, a corporation organized under the laws of Switzerland (“Offshore Borrower”; Offshore Borrower and each of the Domestic Borrowers are each individually referred to herein as a “Borrower” and collectively as the “Borrowers”), the financial institutions listed on the signature pages hereof, CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as Credit
CONFIDENTIALITY AGREEMENT AND OTHER RESTRICTIONS March 13, 2006Confidentiality Agreement • April 19th, 2006 • Sybron Dental Specialties Inc • Dental equipment & supplies • Delaware
In connection with your consideration of a possible transaction (the “Transaction”) with Sybron Dental Specialties, Inc (together with its subsidiaries and affiliates, “Sybron” or the “Company”), Sybron is prepared, subject to the terms and conditions of this agreement, to make available to you information regarding the Company (the information (whether written or oral) furnished to you and your Representatives (as defined below) by the Company, following the date hereof, together with any analyses, compilations, forecasts, studies, or other documents or records prepared by you or your Representatives that contain, are based on, or otherwise reflect or are generated in whole or in part from such information, including that stored on any computer, word processor or other similar device, is referred to herein as the “Confidential Information”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 12th, 2006 • Sybron Dental Specialties Inc • Dental equipment & supplies • Delaware
WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger, dated as of April 12, 2006 (as amended from time to time, the “Merger Agreement”), by and among Danaher Corporation, a Delaware corporation (“Parent”), Smile Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent, and the Company;
SYBRON DENTAL SPECIALTIES, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 5th, 2005 • Sybron Dental Specialties Inc • Dental equipment & supplies • Delaware
THIS AGREEMENT is made and entered into as of the day of 200 between Sybron Dental Specialties, Inc., a Delaware corporation (the “Company”) and (the “Participant”) in connection with the grant of a Nonqualified Stock Option under the Sybron Dental Specialties, Inc. 2005 Long-Term Incentive Plan.
FORM OF SYBRON DENTAL SPECIALTIES, INC. DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTSybron Dental Specialties Inc • December 22nd, 2000 • Services-offices & clinics of doctors of medicine
1 EXHIBIT 2.8 CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT This CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (this "Agreement"), is made as of December 11, 2000 by and between SYBRON INTERNATIONAL CORPORATION, a Wisconsin corporation ("Sybron"), and...Confidentiality and Nondisclosure Agreement • December 22nd, 2000 • Sybron Dental Specialties Inc • Services-offices & clinics of doctors of medicine • Wisconsin
