AND THE BANK OF NEW YORK, AS TRUSTEEApogent Technologies Inc • May 15th, 2001 • Dental equipment & supplies • New York
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.,...Option Agreement • May 15th, 2002 • Apogent Technologies Inc • Dental equipment & supplies • Wisconsin
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
EXHIBIT 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement") is made as of April 1, 2002 by and between Apogent Technologies Inc., a Wisconsin corporation (the "Company"), and Robert V. Ahlgren, a director and/or an...Indemnification Agreement • August 13th, 2002 • Apogent Technologies Inc • Dental equipment & supplies • Wisconsin
WITNESSETH:Lease Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies
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
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
BETWEEN APOGENT TECHNOLOGIES INC., THE ISSUER AND THE SEVERAL SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTIES HERETO, AS GUARANTORS ANDRegistration Rights Agreement • December 17th, 2001 • Apogent Technologies Inc • Dental equipment & supplies • New York
ARTICLE II REGISTRATION RIGHTSRegistration Rights Agreement • July 17th, 1998 • Sybron International Corp • Dental equipment & supplies • Wisconsin
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
Trust Indenture Indenture Act Section Section --------------- --------- 310(a)(1)....................................................... 5.11 (a)(2)....................................................... 5.11...Apogent Technologies Inc • October 11th, 2001 • Dental equipment & supplies • New York
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
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...Sybron International Corp • August 14th, 1998 • Dental equipment & supplies • New York
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
1 EXHIBIT 4.3 CREDIT AGREEMENTCredit Agreement • December 19th, 2000 • Sybron International Corp • 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...Sybron International Corp • May 12th, 1997 • 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 __________...Employment Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • Wisconsin
BETWEENRights Agreement • December 12th, 2000 • Sybron International Corp • Dental equipment & supplies • Wisconsin
ARTICLE I DEFINITIONSRegistration Rights Agreement • July 24th, 1997 • Sybron International Corp • Dental equipment & supplies • Wisconsin
EXHIBIT 2.2 ESCROW AGREEMENTEscrow Agreement • May 12th, 1997 • Sybron International Corp • Dental equipment & supplies • Massachusetts
1 EXHIBIT 4.7 [Conformed Copy] SECOND AMENDED AND RESTATED SUBSIDIARIES GUARANTEE SECOND AMENDED AND RESTATED GUARANTEE, dated as of April 25, 1997, made by each of the corporations that are signatories hereto (the "Guarantors"), in favor of THE CHASE...Sybron International Corp • May 12th, 1997 • Dental equipment & supplies • New York
SYBRON INTERNATIONAL CORPORATION DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT 1999 PLANSybron International Corp • December 17th, 1999 • Dental equipment & supplies
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
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...First Amendment • August 14th, 1998 • Sybron International Corp • Dental equipment & supplies • New York
FORM OF 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 Frank H. Jellinek, Jr. ("Employee").Employment Agreement • February 14th, 2002 • Apogent Technologies Inc • Dental equipment & supplies • New Hampshire
1 EXHIBIT 4.1 CONSENT NO. 1, dated as of November 13, 1998 (this "Consent"), under the Second Amended and Restated Credit Agreement, dated as of April 25, 1997 (the "Credit Agreement"), among Sybron International Corporation, a Wisconsin corporation...Sybron International Corp • February 16th, 1999 • Dental equipment & supplies • New York
BY AND AMONGAgreement and Plan of Merger • March 17th, 2004 • Apogent Technologies Inc • Laboratory apparatus & furniture • Delaware
FORM OF FOURTH AMENDED AND RESTATED SUBSIDIARIES GUARANTEESybron International Corp • August 16th, 1999 • Dental equipment & supplies • New York
RECITALSEmployee Benefits Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • Wisconsin
FORM OF SUBSIDIARIES GUARANTEESybron International Corp • December 19th, 2000 • Dental equipment & supplies • New York
EXHIBIT B-1 TO THE CREDIT AGREEMENT FORM OF ADDITIONAL TERM 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...Sybron International Corp • December 15th, 1998 • Dental equipment & supplies • New York
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
WITNESSETH:Guaranty and Suretyship Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • New York
RECITALSAnd License Agreement • December 19th, 2000 • Sybron International Corp • Dental equipment & supplies • Wisconsin
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
