SECOND AMENDMENT TO THE CREDIT AGREEMENT



 EXHIBIT 4.11 
  
 SECOND AMENDMENT 
 TO 
 CREDIT AGREEMENT 
  
 SECOND AMENDMENT, dated as of December 19, 2003 (“Second Amendment”), to the Credit Agreement, dated as of July 29, 2003 (as the
same may be amended, supplemented or modified from time to time, this “Credit Agreement”), among Apogent Technologies Inc., a Wisconsin corporation (the “Company”), Erie Scientific Company, a Delaware corporation,
Nalge Nunc International Corporation, a Delaware corporation, and Remel Inc., a Wisconsin corporation, (each a “Subsidiary Borrower”; together with the Company, the “Borrowers” and each of them individually, a
“Borrower”) the several banks and other financial institutions from time to time parties thereto (the “Lenders”), J.P. Morgan Securities Inc. and Fleet Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners
(in such capacity, the “Arrangers”), Fleet National Bank, as Syndication Agent (in such capacity, the “Syndication Agent”), ABN AMRO Bank N.V., Bank of America N.A. and SunTrust Bank, as Co-Documentation Agents (in
such capacity, the “Co-Documentation Agents”), and JPMorgan Chase Bank (and its successors and assigns), a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the
“Administrative Agent”). 
  
 W I
T N E S S E T H: 
  
 WHEREAS, the Borrower will issue and sell convertible securities, the proceeds of which will be used by the Borrower to refinance certain outstanding Indebtedness; 
  
 WHEREAS, the Borrowers have requested that the Lenders amend certain
provisions of the Credit Agreement in connection with the forgoing; and 
  
 WHEREAS, the Lenders have agreed to amend the Credit Agreement, but only upon the terms and subject to the conditions set forth below; 
  
 NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the Borrowers, the Lenders and the Agents hereby agree as follows: 
  
 I. Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. 
  
 II. Amendments to the Credit Agreement. The parties hereto agree that the Credit Agreement shall be amended as
follows: 
  
 A. Amendments to Section 7.1.
Section 7.1 of the Credit Agreement is hereby amended by deleting Section 7.1(c) in its entirety and inserting in lieu thereof the following new Section 7.1(c): 
  
 (c) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of the Company commencing with the fiscal quarter ending December 31, 2003 to exceed (i) for any four-quarter period ending on or prior to December 31, 2004, 3.85 to 1.00, (ii) for any four-quarter 







 period ending after December 31, 2004 and on or prior to December 31, 2005, 3.50 to 1.00, (iii) for any
four-quarter period ending after December 31, 2005 and on or prior to December 31, 2006, 3.25 to 1.00 or (iv) for any four-quarter period ending after December 31, 2006, 3.00 to 1.00. 
  
 III. General. 
  
 A. Representation and Warranties. To induce the Administrative Agent and the Lenders parties hereto to enter into this Second
Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders parties hereto that: 
  
 1. Power; Authorization; Enforceable Obligations. 
  
 (a) Each Borrower has the corporate power and authority, and the legal right, to make, deliver and perform this Second
Amendment, and to perform the Loan Documents to which it is a party, as amended by this Second Amendment, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Second Amendment and the performance
of such Loan Documents, as so amended. 
  
 (b) No consent or
authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Second Amendment, or
the Loan Documents to which any Loan Party is a party, as amended by this Second Amendment, except for consents, authorizations, filings and notices which have been obtained or made and are in full force and effect. 
  
 (c) This Second Amendment has been duly executed and delivered on behalf of
each Borrower and duly acknowledged and consented to by each Subsidiary Guarantor. 
  
 (d) Each of this Second Amendment and the Loan Documents to which any Loan Party is a party, as amended by this Second Amendment, constitutes a legal, valid and binding obligation of such Loan Party, enforceable
against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in equity or at law). 
  
 2. No Legal Bar. The execution, delivery and performance of this Second Amendment and the performance of the Loan Documents to
which any other Loan Party is a party, as amended by this Second Amendment, will not violate or conflict with any Requirement of Law or any material Contractual Obligation of the Borrower or any of its 







 Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their
respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation. 
  
 3. No Change. Since September 30, 2003, there has been no development, circumstance or event that has had or could reasonably be
expected to have a Material Adverse Effect. 
  
 4. Representations and Warranties in Loan Documents. The representations and warranties made by each Loan Party in each Loan Document to which it is a party or made by the Borrowers herein are true and correct on and as of the date
hereof, before and after giving effect to this Second Amendment, except to the extent that such representation or warranty is expressly limited by its terms to an earlier date, in which case such representation or warranty was true and correct as of
such earlier date. 
  
 B. Continuing Effect of
Loan Documents. Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. 
  
 C. Expenses. The Borrowers agree to reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Second Amendment and any other documents prepared in connection herewith, including the reasonable fees and expenses of its counsel.

  
 D. Effectiveness. This Second
Amendment shall become effective upon receipt by the Administrative Agent of (i) counterparts hereby signed by the Borrowers and the Majority Lenders, and (ii) the Acknowledgment and Consent, in the form attached hereto, signed by the Subsidiary
Guarantors. 
  
 E. GOVERNING LAW. THIS
SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  
 F. Counterparts. This Second Amendment may be executed in any number of counterparts by the parties hereto, each of which
counterparts when so executed shall be an original, but all counterparts taken together shall constitute one and the same instrument. This Second Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and
delivered by their respective duly authorized officers as of the day and year first above written. 
  

					
	APOGENT TECHNOLOGIES INC.
		
	By:	 	/s/
	 	 	

	 	 	Name:	 	Michael K. Bresson
	 	 	Title:	 	Executive Vice President—Administration, General Counsel and Secretary


  

					
	ERIE SCIENTIFIC COMPANY
		
	By:	 	/s/
	 	 	

	 	 	Name:	 	Michael K. Bresson
	 	 	Title:	 	Vice President


  

					
	NALGE NUNC INTERNATIONAL CORPORATION
		
	By:	 	/s/
	 	 	

	 	 	Name:	 	Michael K. Bresson
	 	 	Title:	 	Vice President


  

					
	REMEL INC.
		
	By:	 	/s/
	 	 	

	 	 	Name:	 	Michael K. Bresson
	 	 	Title:	 	Vice President


  

					
	JPMORGAN CHASE BANK, as Administrative Agent and as a Lender
		
	By:	 	/s/
	 	 	

	 	 	Name:	 	John A. Francis
	 	 	Title:	 	Vice President










					
	BANK OF AMERICA, N.A. 
		
	By:	 	/s/
	 	 	

	 	 	Name:	 	Phil Durand
	 	 	Title:	 	Managing Director










					
	FLEET NATIONAL BANK
		
	By:	 	/s/
	 	 	

	 	 	Name:	 	Gordon B. Coughlin
	 	 	Title:	 	Vice President










					
	ABN AMRO BANK NV
		
	By:	 	/s/
	 	 	

	 	 	Name:	 	Eric Oppenheimer
	 	 	Title:	 	Vice President


  

					
		
	By:	 	/s/
	 	 	

	 	 	Name:	 	Michele R. Costello
	 	 	Title:	 	Assistant Vice President










					
	 SUNTRUST BANKS, INC.

		
	By:	 	/s/
	 	 	

	 	 	Name:	 	William D. Priester
	 	 	Title:	 	Director










							
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/

	 	 	

	 	 	 Name:
	 	 Carolyn A. Calloway

	 	 	 Title:
	 	 Managing Director











							
	CITIZENS BANK OF MASSACHUSETTS
		
	By:	 	 /s/

	 	 	

	 	 	Name:	 	Cindy Chen	 	 
	 	 	Title:	 	Vice President	 	 










					
	 CREDIT SUISSE FIRST BOSTON,
 ACTING THROUGH
ITS CAYMAN
 ISLANDS BRANCH

		
	By:	 	            /s/
	 	 	

	 	 	Name:	 	Jay Chall
	 	 	Title:	 	Director
		
	By:	 	            /s/
	 	 	

	 	 	Name:	 	Christopher Lally
	 	 	Title:	 	Vice President










					
	HBSC BANK USA
		
	By:	 	            /s/
	 	 	

	 	 	Name:	 	Patricia Tostanoski
	 	 	Title:	 	Vice President










					
	LEHMAN COMMERCIAL PAPER, INC.
		
	By:	 	 /s/

	 	 	

	 	 	Name:	 	Francis J. Chang
	 	 	Title:	 	Vice President










					
	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	 /s/

	 	 	

	 	 	Name:	 	Greg Botshon
	 	 	Title:	 	Vice President










					
	 WACHOVIA BANK, NATIONAL
 ASSOCIATION

		
	By:	 	 /s/

	 	 	

	 	 	Name:	 	James S. Conville
	 	 	Title:	 	Assistant Vice President









 ACKNOWLEDGMENT AND CONSENT 
  
 Each of the undersigned hereby acknowledges and consents to the foregoing Second Amendment and hereby acknowledges and
confirms its obligations under such Subsidiary Guarantor’s Guarantee, dated as of July 29, 2003, and all other Loan Documents, including, without limitation, as such documents have been heretofore amended or modified, and, to the extent
permitted by applicable law, as may be further amended or modified from time to time. 
  

			
	 ABGENE INC.
 APOGENT FINANCE
COMPANY
 APOGENT HOLDING COMPANY
 APOGENT TRANSITION
CORP.
 APOGENT SERVICE CORPORATION
 BARNSTEAD THERMOLYNE
CORPORATION
 BT CANADA HOLDINGS INC.
 CAPITOL VIAL,
INC.
 CHASE SCIENTIFIC GLASS, INC.
 CONSOLIDATED TECHNOLOGIES,
INC.
 ERIE SCIENTIFIC COMPANY OF PUERTO
 RICO
 ERIE UK HOLDING COMPANY
 EVER READY THERMOMETER CO., INC.
 G&P LABWARE HOLDINGS INC.
 GENEVAC INC.
 LAB-LINE INSTRUMENTS, INC.
 LAB VISION CORPORATION
 MATRIX TECHNOLOGIES CORPORATION
 MICROGENICS CORPORATION
 MOLECULAR BIOPRODUCTS, INC.
 NATIONAL SCIENTIFIC COMPANY
 THE NAUGATUCK GLASS COMPANY
 NEOMARKERS, INC.
 NERL DIAGNOSTICS CORPORATION
 OWL SEPARATION SYSTEMS, INC.
 QUALITY SCIENTIFIC PLASTICS, INC.
 RICHARD-ALLAN SCIENTIFIC COMPANY

ROBBINS SCIENTIFIC CORPORATION
 SAMCO SCIENTIFIC CORPORATION
 SEPARATION TECHNOLOGY, INC.
 SERADYN INC.

		
	 By:
	 	 /s/

	 	 	

	 	 	Name: Michael K. Bresson
	 	 	Title:   Secretary










							
	 METAVAC LLC
  

	 By:
	 	 THE NAUGATUCK GLASS COMPANY
 Member and
Manager

			
	 	 	By:	 	 /s/

	 	 	 	 	

	 	 	 	 	Name:	 	Michael K. Bresson
	 	 	 	 	Title:	 	Vice President and Secretary