AMENDED AND RESTATED
$43,475,000.00 February 28, 2002
1. Promise To Pay.
FOR VALUE RECEIVED, QIAGEN North American Holdings, Inc., a California corporation having an
address at 28159 Stanford Avenue, Valencia, California 91355 ("Borrower") promises to pay to the order of
QIAGEN GmbH, a German limited liability company having an address at Max-Volmer-Strasse 4, D-40724
Hilden, Germany ("Lender"), the principal sum of Forty Three Million Four Hundred Seventy Five Thousand and
No/100 Dollars ($43,475,000.00)
This Amended and Restated Note is made by Borrower in full substitution of a note made by Borrower in favor
of Lender in the original principal amount of Fifty Million Euros (EUR 50.000.000), dated as of November 5,
2001 (the "Original Note"). This Amended and Restated Note constitutes a modification of the amount and
currency of the existing indebtedness evidenced by the Original Note, but renews and does not cancel such
2. Payment; Default.
Reference is hereby made to that Kreditvertrag dated as May 28, 2001, among Lender, as borrower, Deutsche
Bank AG, as consortium lender and others, as amended from time to time (hereafter referred to as the "Deutsche
Loan Agreement"). Interest shall accrue on the outstanding principal balance of this Note at an interest rate per
annum equal to the sum of: (x) the interest rate under the Deutsche Loan Agreement and (y) one-half of one
Interest and principal shall be due and payable under this Amended and Restated Note on the same dates that
interest and principal is due and payable under the Deutsche Loan Agreement. On May 27, 2003, all outstanding
principal and unpaid interest shall be due and payable. The Borrower may voluntarily prepay this Amended and
Restated Note in whole or in part at any time and from time to time without penalty, together with interest
accrued on the amount prepaid through the date of prepayment.
If Borrower fails to make any payment hereunder with