PURCHASE AND SALE AGREEMENT BY AND BETWEEN BECKMAN COULTER, INC., AS SELLER, AND NPDC-EY BREA TRUST AND NPDC-RI BREA TRUST, COLLECTIVELY AS PURCHASERS JUNE 25, 1998 200 and 250 S. Kraemer Boulevard Brea, CaliforniaPurchase and Sale Agreement • July 9th, 1998 • Beckman Coulter Inc • Laboratory analytical instruments • California
AGREEMENTAgreement • March 6th, 2000 • Beckman Coulter Inc • Laboratory analytical instruments • California
Exhibit 10.1 U.S. $400,000,000 CREDIT AGREEMENT Dated as of July 10, 2002Credit Agreement • August 12th, 2002 • Beckman Coulter Inc • Laboratory analytical instruments • New York
PROPERTYLease Agreement • July 9th, 1998 • Beckman Coulter Inc • Laboratory analytical instruments
Beckman Coulter, Inc. $Beckman Coulter Inc • November 14th, 2001 • Laboratory analytical instruments • New York
ARTICLE I. DEFINITIONSBeckman Coulter Inc • April 13th, 2001 • Laboratory analytical instruments • New York
PURCHASE AND SALE AGREEMENT BY AND BETWEEN BECKMAN COULTER, INC., AS SELLER, AND CARDBECK CHASKA TRUST, AS PURCHASER JUNE 25, 1998 317 and 1000 Lake Hazeltine Drive Chaska, MinnesotaPurchase and Sale Agreement • July 9th, 1998 • Beckman Coulter Inc • Laboratory analytical instruments • California
EXHIBIT 10.1Credit Agreement • May 14th, 1998 • Beckman Coulter Inc • Laboratory analytical instruments • New York
AGREEMENTAgreement • March 13th, 2001 • Beckman Coulter Inc • Laboratory analytical instruments • California
EXHIBIT 10.7 BECKMAN INSTRUMENTS, INC. BENEFIT EQUITY AMENDED AND RESTATED TRUST AGREEMENT BETWEEN BECKMAN INSTRUMENTS, INC.Trust Agreement • February 11th, 1998 • Beckman Instruments Inc • Laboratory analytical instruments • Pennsylvania
TRUSTEEIndenture • April 26th, 2001 • Beckman Coulter Inc • Laboratory analytical instruments • New York
BECKMAN INSTRUMENTS, INC.Restricted Stock Award Agreement • October 8th, 1997 • Beckman Instruments Inc • Laboratory analytical instruments
ARTICLE II. AGREEMENT TO GUARANTEEBeckman Coulter Inc • April 13th, 2001 • Laboratory analytical instruments • New York
AmongCredit Agreement • November 14th, 1997 • Beckman Instruments Inc • Laboratory analytical instruments • New York
R E C I T A L SNoncompetition Agreement • November 13th, 1997 • Beckman Instruments Inc • Laboratory analytical instruments • Florida
1 Exhibit 2.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"), dated as of October 31, 1997, among Coulter Corporation, a Delaware corporation and its predecessors (the "Company"), the stockholders of the Company listed on Annex A to...Stock Purchase Agreement • November 13th, 1997 • Beckman Instruments Inc • Laboratory analytical instruments
BECKMAN COULTER, INC. Underwriting AgreementBeckman Coulter Inc • May 21st, 2009 • Laboratory analytical instruments • New York
Beckman Coulter, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 aggregate principal amount of its 6.000% Senior Notes due 2015 (the “2015 Notes”) and $250,000,000 aggregate principal amount of its 7.000% Senior Notes due 2019 (the “2019 Notes” and, together with the 2015 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 25, 2001 (the “Base Indenture”) between the Company and Wells Fargo Bank, N.A., as successor trustee (the “Trustee”), together with a supplemental indenture to be entered into between the Company and the Trustee on the Closing Date with respect to the Securities (each as defined below) (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
ADDENDUM TO THE AGREEMENT REGARDING RETIREMENT BENEFITS OF ALBERT ZIEGLERThe Agreement • November 13th, 2001 • Beckman Coulter Inc • Laboratory analytical instruments
WHEREAS, Albert Ziegler("Executive") and Beckman Coulter, Inc. ("Company") entered into an agreement ("Agreement") on June 16, 1995 regarding additional retirement benefits for the Executive from the Beckman Coulter, Inc. Supplemental Pension Plan ("Supplemental Plan").
AS ISSUERSupplemental Indenture • February 22nd, 2002 • Beckman Coulter Inc • Laboratory analytical instruments • New York
1 EXHIBIT 10.3 Intellectual Property Agreement This Intellectual Property Agreement (this "Agreement") is made as of October 31, 1997, by and among Beckman Instruments, Inc., a Delaware corporation ("Buyer"), Coulter Corporation (the "Company") and...Intellectual Property Agreement • November 13th, 1997 • Beckman Instruments Inc • Laboratory analytical instruments • California
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of February 4, 1999Stockholder Protection Rights Agreement • February 8th, 1999 • Beckman Coulter Inc • Laboratory analytical instruments • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 31, 2005 among BECKMAN COULTER, INC.Credit Agreement • February 4th, 2005 • 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 USA, INC. (“CUSA”), a Delaware corporation, as sole administrative agent (the “Agent”) for the Lenders (as hereinafter defined), BANK OF AMERICA, N.A., as sole syndication agent, and CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES, LLC, as joint arrangers and joint lead bookrunners (each an “Arranger” and together the “Arrangers”):
1 Exhibit 10.1 INDEMNITY ESCROW AGREEMENT INDEMNITY ESCROW AGREEMENT, dated as of October 31, 1997 (this "Escrow Agreement"), by and among Beckman Instruments, Inc., a Delaware corporation ("Buyer"), the Persons listed on Annex A hereto ("Sellers")...Indemnity Escrow Agreement • November 13th, 1997 • Beckman Instruments Inc • Laboratory analytical instruments • New York
AGREEMENT REGARDING RETIREMENT BENEFITS OF ALBERT ZIEGLER WHEREAS, Albert Ziegler ("Executive") has been employed by Beckman Instruments, Inc. ("Company") since August 5, 1986, and was previously employed by SmithKline Beckman or a subsidiary, andAgreement Regarding • February 13th, 1996 • Beckman Instruments Inc • Laboratory analytical instruments • California
RECEIVABLES SALE AGREEMENT DATED AS OF OCTOBER 31, 2007 BETWEEN BECKMAN COULTER, INC., as Originator AND BECKMAN COULTER FINANCE COMPANY, LLC, as BuyerReceivables Sale Agreement • November 6th, 2007 • Beckman Coulter Inc • Laboratory analytical instruments • New York
THIS RECEIVABLES SALE AGREEMENT, dated as of October 31, 2007, is by and between Beckman Coulter, Inc., a Delaware corporation (“Originator”), and Beckman Coulter Finance Company, LLC, a Delaware limited liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
AGREEMENT AND PLAN OF MERGER between DANAHER CORPORATION DJANET ACQUISITION CORP. and BECKMAN COULTER, INC. dated as of FEBRUARY 6, 2011Agreement and Plan of Merger • February 10th, 2011 • Beckman Coulter Inc • Laboratory analytical instruments • Delaware
the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.
REGISTRATION RIGHTS AGREEMENT dated as of December 15, 2006 between BECKMAN COULTER, INC. and MORGAN STANLEY & CO. INCORPORATED, as representative of the Initial PurchasersRegistration Rights Agreement • December 15th, 2006 • Beckman Coulter Inc • Laboratory analytical instruments • New York
REGISTRATION RIGHTS AGREEMENT dated as of December 15, 2006 between Beckman Coulter, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, as representative of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated as of December 11, 2006 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
AGREEMENT AND PLAN OF MERGER by and among: BECKMAN COULTER, INC., a Delaware corporation; LOUISIANA ACQUISITION SUB, INC., a Delaware corporation; and BIOSITE INCORPORATED, a Delaware corporationAgreement and Plan of Merger • March 26th, 2007 • Beckman Coulter Inc • Laboratory analytical instruments • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 24, 2007, by and among BECKMAN COULTER, INC., a Delaware corporation (“Parent”); LOUISIANA ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Purchaser”); and BIOSITE INCORPORATED, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
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”):
Confirmation of Forward Stock Sale TransactionBeckman Coulter Inc • May 26th, 2009 • Laboratory analytical instruments
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. International plc (“Party A”) and Beckman Coulter, Inc. (“Party B”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • April 2nd, 2007 • Beckman Coulter Inc • Laboratory analytical instruments • California
THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is being entered into as of May 11, 2006, between BIOSITE INCORPORATED (“Biosite”), on the one hand, and BECKMAN COULTER, INC. (together with its subsidiaries and affiliates, “Beckman Coulter”), on the other hand.
TRUST AGREEMENT between BECKMAN INSTRUMENTS, INC. and THE FIRST NATIONAL BANK OF CHICAGO as Trustee, For The Benefit of Participating EmployeesTrust Agreement • February 21st, 1996 • Beckman Instruments Inc • Laboratory analytical instruments
AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 3rd, 2009 • Beckman Coulter Inc • Laboratory analytical instruments • New York
This Receivables Purchase Agreement dated as of October 31, 2007 (this “Agreement”) is among Beckman Coulter Finance Company, LLC, a Delaware limited liability company (“Seller”), Beckman Coulter, Inc., a Delaware corporation (“Beckman”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), the entities listed on Exhibit I to this Agreement (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), Park Avenue Receivables Company LLC (“Company”) (together with the Financial Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A., as administrative agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Administrative Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit II.
ASSIGNMENT AND SALE AGREEMENT BY AND BETWEEN BECKMAN COULTER, INC., AS SELLER, AND NPDC-EY PALO ALTO TRUST AND NPDC-RI PALO ALTO TRUST, COLLECTIVELY AS PURCHASERS JUNE 25, 1998 1050 Page Mill Road Palo Alto, CaliforniaAssignment and Sale Agreement • July 9th, 1998 • Beckman Coulter Inc • Laboratory analytical instruments • California
ContractThe Agreement and Plan of Merger • May 2nd, 2007 • Beckman Coulter Inc • Laboratory analytical instruments
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of May 1, 2007, by and among Beckman Coulter, Inc., a Delaware corporation (“Parent”), Louisiana Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and Biosite Incorporated, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of March 24, 2007, by and among Parent, Purchaser and the Company (the “Merger Agreement”).
