Exhibit
4.4


 


CDRV ACQUISITION
CORPORATION

as Issuer


 


 


and


 


the Subsidiary
Guarantors from time to time parties hereto

as Subsidiary Guarantors


 


 


and


 


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION

as Trustee


 


 


INDENTURE


 


 


DATED AS OF APRIL
7, 2004


 


 


67/8%
SENIOR NOTES DUE 2012


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I DEFINITIONS AND OTHER
  PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
   

  
	
  Section 102.

  	
  Other Definitions

  	
   

  
	
  Section 103.

  	
  Rules of Construction

  	
   

  
	
  Section
  104.

  	
  Incorporation by Reference of TIA

  	
   

  
	
  Section 105.

  	
  Conflict with TIA

  	
   

  
	
  Section
  106.

  	
  Compliance Certificates and
  Opinions

  	
   

  
	
  Section
  107.

  	
  Form of Documents Delivered to
  Trustee

  	
   

  
	
  Section
  108.

  	
  Acts of Noteholders; Record Dates

  	
   

  
	
  Section
  109.

  	
  Notices, etc., to Trustee and
  Company

  	
   

  
	
  Section 110.

  	
  Notices to Holders; Waiver

  	
   

  
	
  Section 111.

  	
  Effect of Headings
  and Table of Contents

  	
   

  
	
  Section
  112.

  	
  Successors and Assigns

  	
   

  
	
  Section
  113.

  	
  Separability Clause

  	
   

  
	
  Section
  114.

  	
  Benefits of Indenture

  	
   

  
	
  Section 115.

  	
  GOVERNING LAW

  	
   

  
	
  Section 116.

  	
  Legal Holidays

  	
   

  
	
  Section 117.

  	
  No Personal
  Liability of Directors, Officers, Employees, Incorporators and Stockholders

  	
   

  
	
  Section
  118.

  	
  Exhibits and Schedules

  	
   

  
	
  Section 119.

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II NOTE FORMS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  	
   

  
	
  Section 202.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
   

  
	
  Section 203.

  	
  Restrictive and Global
  Note Legends

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III THE NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Title and Terms

  	
   

  
	
  Section 302.

  	
  Denominations

  	
   

  
	
  Section 303.

  	
  Execution,
  Authentication and Delivery and Dating

  	
   

  
	
  Section 304.

  	
  Temporary Notes

  	
   

  
	
  Section 305.

  	
  Registration,
  Registration of Transfer and Exchange

  	
   

  
	
  Section 306.

  	
  Mutilated, Destroyed,
  Lost and Stolen Notes

  	
   

  
	
  Section 307.

  	
  Payment of Interest
  Rights Preserved

  	
   

  
	
  Section
  308.

  	
  Persons Deemed Owners

  	
   

  
	
  Section 309.

  	
  Cancellation

  	
   

  
	
  Section
  310.

  	
  Computation of Interest

  	
   

  
	
  Section 311.

  	
  CUSIP Numbers

  	
   

  



 

















 


	
  Section 312.

  	
  Book-Entry Provisions
  for Global Notes

  	
   

  
	
  Section
  313.

  	
  Special Transfer Provisions

  	
   

  
	
  Section
  314.

  	
  Payment of Additional
  Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Payment of Principal,
  Premium and Interest

  	
   

  
	
  Section
  402.

  	
  Maintenance of Office or
  Agency

  	
   

  
	
  Section 403.

  	
  Money for Payments to Be
  Held in Trust

  	
   

  
	
  Section 404.

  	
  [Reserved.]

  	
   

  
	
  Section 405.

  	
  SEC Reports

  	
   

  
	
  Section
  406.

  	
  Statement as to Default

  	
   

  
	
  Section
  407.

  	
  Limitation on Indebtedness

  	
   

  
	
  Section 408.

  	
  [Reserved]

  	
   

  
	
  Section 409.

  	
  Limitation on Restricted
  Payments

  	
   

  
	
  Section 410.

  	
  Limitation on
  Restrictions on Distributions from Restricted Subsidiaries

  	
   

  
	
  Section 411.

  	
  Limitation on Sales
  of Assets and Subsidiary Stock

  	
   

  
	
  Section 412.

  	
  Limitation on
  Transactions with Affiliates

  	
   

  
	
  Section
  413.

  	
  Limitation on Liens

  	
   

  
	
  Section
  414.

  	
  Future Subsidiary Guarantors

  	
   

  
	
  Section 415.

  	
  Purchase of Notes
  Upon a Change in Control

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  501.

  	
  When the Company May Merge,
  etc

  	
   

  
	
  Section
  502.

  	
  Successor Company
  Substituted

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  601.

  	
  Events of Default

  	
   

  
	
  Section 602.

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
   

  
	
  Section 603.

  	
  Other Remedies;
  Collection Suit by Trustee

  	
   

  
	
  Section
  604.

  	
  Trustee May File Proofs of
  Claim

  	
   

  
	
  Section 605.

  	
  Trustee May Enforce
  Claims Without Possession of Notes

  	
   

  
	
  Section
  606.

  	
  Application of Money
  Collected

  	
   

  
	
  Section
  607.

  	
  Limitation on Suits

  	
   

  
	
  Section 608.

  	
  Unconditional Right
  of Holders to Receive Principal and Interest

  	
   

  
	
  Section 609.

  	
  Restoration of Rights
  and Remedies

  	
   

  
	
  Section
  610.

  	
  Rights and Remedies
  Cumulative

  	
   

  
	
  Section
  611.

  	
  Delay or Omission Not Waiver

  	
   

  
	
  Section
  612.

  	
  Control by Holders

  	
   

  
	
  Section
  613.

  	
  Waiver of Past Defaults

  	
   

  
	
  Section
  614.

  	
  Undertaking for Costs

  	
   

  
	
  Section 615.

  	
  Waiver of Stay, Extension
  or Usury Laws

  	
   

  



 


ii

















 


	
  ARTICLE VII THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Certain Duties and
  Responsibilities

  	
   

  
	
  Section
  702.

  	
  Notice of Defaults

  	
   

  
	
  Section
  703.

  	
  Certain Rights of Trustee

  	
   

  
	
  Section 704.

  	
  Not Responsible for
  Recitals or Issuance of Notes

  	
   

  
	
  Section 705.

  	
  May Hold Notes

  	
   

  
	
  Section
  706.

  	
  Money Held in Trust

  	
   

  
	
  Section
  707.

  	
  Compensation and
  Reimbursement

  	
   

  
	
  Section
  708.

  	
  Conflicting Interests

  	
   

  
	
  Section 709.

  	
  Corporate Trustee
  Required; Eligibility

  	
   

  
	
  Section 710.

  	
  Resignation and
  Removal; Appointment of Successor

  	
   

  
	
  Section 711.

  	
  Acceptance of
  Appointment by Successor

  	
   

  
	
  Section 712.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
   

  
	
  Section 713.

  	
  Preferential
  Collection of Claims Against the Company

  	
   

  
	
  Section 714.

  	
  Appointment of
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 801.

  	
  The Company to
  Furnish Trustee Names and Addresses of Holders

  	
   

  
	
  Section 802.

  	
  Preservation of
  Information; Communications to Holders

  	
   

  
	
  Section
  803.

  	
  Reports by Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX AMENDMENT, SUPPLEMENT OR WAIVER

  	
   

  
	
   

  	
   

  
	
  Section
  901.

  	
  Without Consent of Holders

  	
   

  
	
  Section
  902.

  	
  With Consent of Holders

  	
   

  
	
  Section 903.

  	
  Execution of
  Amendments, Supplements or Waivers

  	
   

  
	
  Section 904.

  	
  Revocation and Effect of
  Consents

  	
   

  
	
  Section
  905.

  	
  Conformity with TIA

  	
   

  
	
  Section
  906.

  	
  Notation on or Exchange of
  Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X REDEMPTION OF NOTES

  	
   

  
	
   

  	
   

  
	
  Section
  1001.

  	
  Right of Redemption

  	
   

  
	
  Section
  1002.

  	
  Applicability of Article

  	
   

  
	
  Section 1003.

  	
  Election to Redeem;
  Notice to Trustee

  	
   

  
	
  Section 1004.

  	
  Selection by Trustee
  of Notes to Be Redeemed

  	
   

  
	
  Section
  1005.

  	
  Notice of Redemption

  	
   

  
	
  Section
  1006.

  	
  Deposit of Redemption Price

  	
   

  
	
  Section
  1007.

  	
  Notes Payable on
  Redemption Date

  	
   

  
	
  Section
  1008.

  	
  Notes Redeemed in Part

  	
   

  



 


iii

















 


	
  ARTICLE XI SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  Section 1101.

  	
  Satisfaction and
  Discharge of Indenture

  	
   

  
	
  Section
  1102.

  	
  Application of Trust Money

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII DEFEASANCE OR COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  Section 1201.

  	
  The Company’s Option
  to Effect Defeasance or Covenant Defeasance

  	
   

  
	
  Section
  1202.

  	
  Defeasance and Discharge

  	
   

  
	
  Section
  1203.

  	
  Covenant Defeasance

  	
   

  
	
  Section 1204.

  	
  Conditions to
  Defeasance or Covenant Defeasance

  	
   

  
	
  Section 1205.

  	
  Deposited Money and
  U.S. Government Obligations To Be Held in Trust; Other Miscellaneous
  Provisions

  	
   

  
	
  Section 1206.

  	
  Reinstatement

  	
   

  
	
  Section
  1207.

  	
  Repayment to the Company

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII SUBSIDIARY GUARANTEES

  	
   

  
	
   

  	
   

  
	
  Section
  1301.

  	
  Guarantees Generally

  	
   

  
	
  Section
  1302.

  	
  Continuing Guarantees

  	
   

  
	
  Section 1303.

  	
  Release of Subsidiary
  Guarantees

  	
   

  
	
  Section 1304.

  	
  [Reserved]

  	
   

  
	
  Section
  1305.

  	
  Waiver of Subrogation

  	
   

  
	
  Section
  1306.

  	
  Notation Not Required

  	
   

  
	
  Section 1307.

  	
  Successors and
  Assigns of Subsidiary Guarantors

  	
   

  
	
  Section 1308.

  	
  Execution and
  Delivery of Subsidiary Guarantees

  	
   

  
	
  Section 1309.

  	
  Notices

  	
   

  



 


	
  Exhibit A

  	
  Form of Note

  	
   

  
	
  Exhibit B

  	
  Form of Certificate of
  Beneficial Ownership

  	
   

  
	
  Exhibit C

  	
  Form of Regulation S
  Certificate

  	
   

  
	
  Exhibit D

  	
  Form of Supplemental
  Indenture for Subsidiary Guarantees

  	
   

  
	
  Exhibit E

  	
  Form of Supplemental
  Indenture for Mergers

  	
   

  
	
  Exhibit F

  	
  Form of Certificate
  from Acquiring Institutional Accredited Investors

  	
   

  



 


iv

















 


Certain Sections
of this Indenture relating to Sections 310 through 318

inclusive of the Trust Indenture Act of 1939:


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  § 310

  	
  (a)(1)

  	
   

  	
  709

  
	
   

  	
  (a)(2)

  	
   

  	
  709

  
	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  708

  
	
  § 311

  	
  (a)

  	
   

  	
  713

  
	
   

  	
  (b)

  	
   

  	
  713

  
	
   

  	
  (b)(2)

  	
   

  	
  803

  
	
  § 312

  	
  (a)

  	
   

  	
  801

  
	
   

  	
   

  	
   

  	
  802

  
	
   

  	
  (b)

  	
   

  	
  802

  
	
   

  	
  (c)

  	
   

  	
  802

  
	
  § 313

  	
  (a)

  	
   

  	
  803

  
	
   

  	
  (b)

  	
   

  	
  803

  
	
   

  	
  (c)

  	
   

  	
  803

  
	
   

  	
  (d)

  	
   

  	
  803

  
	
  § 314

  	
  (a)

  	
   

  	
  405

  
	
   

  	
  (a)(4)

  	
   

  	
  106

  
	
   

  	
   

  	
   

  	
  406

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  106

  
	
   

  	
  (c)(2)

  	
   

  	
  106

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  106

  
	
  § 315

  	
  (a)

  	
   

  	
  701

  
	
   

  	
  (b)

  	
   

  	
  702

  
	
   

  	
   

  	
   

  	
  803

  
	
   

  	
  (c)

  	
   

  	
  701

  
	
   

  	
  (d)

  	
   

  	
  701

  
	
   

  	
  (d)(1)

  	
   

  	
  701

  
	
   

  	
  (d)(2)

  	
   

  	
  701

  
	
   

  	
  (d)(3)

  	
   

  	
  612

  
	
   

  	
  (e)

  	
   

  	
  614

  



 


v

















 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  	
   

  
	
  § 316

  	
  (a)

  	
   

  	
  612

  
	
   

  	
   

  	
   

  	
  613

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  602

  
	
   

  	
   

  	
   

  	
  612

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  613

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  608

  
	
   

  	
  (c)

  	
   

  	
  104

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  603

  
	
   

  	
  (a)(2)

  	
   

  	
  604

  
	
   

  	
  (b)

  	
   

  	
  403

  
	
  § 318

  	
  (a)

  	
   

  	
  107

  



 






This cross-reference table shall not for any purpose
be deemed to be part of this Indenture.


 


vi

















 


INDENTURE, dated as of April 7, 2004 (as amended,
supplemented or otherwise modified from time to time, this “Indenture”),
among CDRV Acquisition Corporation, a corporation organized under the laws of
the state of Delaware, as issuer, the Subsidiary Guarantors from time to time
parties hereto, as Subsidiary Guarantors, and Wells Fargo Bank, National
Association, a national banking association, as Trustee.


 


RECITALS OF THE
COMPANY


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of the Notes.


 


All things necessary to
make the Original Notes, when executed and delivered by the Company and
authenticated and delivered by the Trustee hereunder and duly issued by the
Company, the valid several obligations of the Company, and to make this
Indenture a valid agreement of the Company, in accordance with the terms of the
Original Notes and this Indenture, have been done.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Notes by the Holders thereof, it is
mutually agreed, for the benefit of all Holders of the Notes, as follows:


 


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section
101.           Definitions.


 


“Acquired Indebtedness”
means Indebtedness of a Person (i)
existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case other than Indebtedness
Incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition.  Acquired Indebtedness shall be deemed to
be Incurred on the date of the related acquisition of assets from any Person or
the date the acquired Person becomes a Subsidiary.


 


“Acquisition”
means the acquisition by the Company of (i)
all of the outstanding capital stock of VWR International Corporation and (ii) approximately 4% of the outstanding
equity ownership interests of Immobilien, in each case pursuant to the Stock
Purchase Agreement, dated as of February 15, 2004, by and among the Company,
Merck KGaA, Merck Holding GmbH, VWR International Holding Europe GmbH and EMD
Chemicals, Inc.


 

















 


“Additional Assets”
means (i) any property or assets
that replace the property or assets that are the subject of an Asset
Disposition; (ii) any property or
assets (other than Indebtedness and Capital Stock) to be used by the Company or
a Restricted Subsidiary in a Related Business; (iii) the Capital Stock of a Person that is engaged in a
Related Business and becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by the Company or another Restricted
Subsidiary; or (iv) Capital Stock
of any Person that at such time is a Restricted Subsidiary acquired from a
third party.


 


“Additional Notes”
means any notes issued under this Indenture in addition to the Original Notes
(other than any Notes issued pursuant to Section 304, 305, 306,
312(c), 312(d) or 1008).


 


“Affiliate” of any
specified Person means any other Person, directly or indirectly, controlling or
controlled by or under direct or indirect common control with such specified
Person.  For the purposes of this definition, “control” when used
with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Asset Disposition”
means any sale, lease, transfer or other disposition of shares of Capital Stock
of a Restricted Subsidiary (other than directors’ qualifying shares, or (in the
case of a Foreign Subsidiary) to the extent required by applicable law),
property or other assets (each referred to for the purposes of this definition
as a “disposition”) by the Company or any of its Restricted Subsidiaries
(including any disposition by means of a merger, consolidation or similar
transaction), other than (i) a
disposition to the Company or a Restricted Subsidiary, (ii) a disposition in the ordinary course
of business, (iii) the sale or
discount (with or without recourse, and on customary or commercially reasonable
terms) of accounts receivable or notes receivable arising in the ordinary
course of business, or the conversion or exchange of accounts receivable for
notes receivable, (iv) any
Restricted Payment Transaction, (v)
a disposition that is governed by Article V, (vi) any Financing Disposition, (vii) any “fee in lieu” or other disposition of assets to any
governmental authority or agency that continue in use by the Company or any
Restricted Subsidiary, so long as the Company or any Restricted Subsidiary may
obtain title to such assets upon reasonable notice by paying a nominal fee, (viii) any exchange of like property
pursuant to Section 1031 (or any successor section) of the Code, or any
exchange of equipment to be used in a Related Business, (ix) any financing transaction with respect
to property built or acquired by the Company or any Restricted Subsidiary after
the Issue Date, including any sale/leaseback transaction or asset
securitization, (x) any
disposition arising from foreclosure, condemnation or similar action with
respect to any property or other assets, (xi)
any disposition of Capital Stock, Indebtedness or other securities of an
Unrestricted Subsidiary, (xii) a
disposition of Capital Stock of a Restricted Subsidiary pursuant to an
agreement or other obligation with or to a Person (other than the Company or a
Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or
from whom such Restricted Subsidiary acquired its business and assets (having
been newly formed in connection with such acquisition), entered into in
connection with such acquisition, (xiii)
a disposition of not more than 5% of the outstanding Capital Stock of a Foreign


 


2

















 


Subsidiary that has been approved by the Board of
Directors, or (xiv) any
disposition or series of related dispositions for aggregate consideration not
to exceed $5.0 million.


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 714
to act on behalf of the Trustee to authenticate Notes of one or more series.


 


“Bank Indebtedness”
means any and all amounts, whether outstanding on the Issue Date or thereafter
incurred, payable under or in respect of any Credit Facility, including
principal, premium (if any), interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Company or any Restricted Subsidiary, whether or not a claim for post-filing
interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees, other monetary obligations of any nature
and all other amounts payable thereunder or in respect thereof.


 


“Board of Directors”
means the board of directors or other governing body of the Company or, if the
Company is owned or managed by a single entity, the board of directors or other
governing body of such entity or, in either case, any committee thereof duly
authorized to act on behalf of such board or governing body.


 


“Borrowing Base”
means the sum (determined as of the end of the most recently ended fiscal
quarter for which consolidated financial statements of the Company are
available) of (1) 60% of
Inventory of the Company and its Restricted Subsidiaries and (2) 85% of Receivables of the Company and
its Restricted Subsidiaries.


 


“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial
banking institutions are authorized or required by law to close in New York
City.


 


“Capital Stock” of
any Person means any and all shares of, rights to purchase, warrants or options
for, or other equivalents of or interests in (however designated) equity of
such Person, including any Preferred Stock, but excluding any debt securities
convertible into such equity.


 


“Capitalized Lease
Obligation” means an obligation that is required to be classified and accounted
for as a capitalized lease for financial reporting purposes in accordance with
GAAP.  The Stated Maturity of any Capitalized Lease Obligation shall be
the date of the last payment of rent or any other amount due under the related
lease.


 


“Cash Equivalents”
means any of the following: (a)
securities issued or fully guaranteed or insured by the United States
Government or any agency or instrumentality thereof, (b) time deposits, certificates of deposit
or bankers’ acceptances of (i)
any lender under the Senior Credit Agreement or any affiliate thereof or (ii) any commercial bank having capital and
surplus in excess of $500,000,000 and the commercial paper of the holding
company of which is rated at least A-1 or the equivalent thereof by S&P or
at least P-1 or the equivalent thereof by Moody’s (or if at such time neither
is issuing ratings, then a comparable rating of another nationally recognized
rating agency), (c) commercial
paper rated at least A-1 or the equivalent


 


3

















 


thereof by S&P or at least P-1 or the equivalent
thereof by Moody’s (or if at such time neither is issuing ratings, then a
comparable rating of another nationally recognized rating agency), (d) investments in money market funds
subject to the risk limiting conditions of Rule 2a-7 or any successor rule of
the SEC under the Investment Company Act of 1940, as amended, and (e) investments similar to any of the
foregoing denominated in foreign currencies approved by the Board of Directors.


 


“CDR” means
Clayton, Dubilier & Rice, Inc.


 


“CDR Fund VI”
means Clayton, Dubilier & Rice Fund VI Limited Partnership, a Cayman
Islands exempted limited partnership, and any successor in interest thereto.


 


“CDRV Acquisition”
means CDRV Acquisition Corporation, a Delaware corporation, and any successor
in interest thereto.


 


“CDRV Delaware”
means CDRV Delaware, Inc., a Delaware corporation, and any successor in
interest thereto.


 


“CDRV International
Holdings” means CDRV International Holdings I, Inc. (to be renamed CDRV
International Holdings, Inc.), a Delaware corporation, and any successor in
interest thereto.


 


“CDRV Investors”
means CDRV Investors, Inc., a Delaware corporation, and any successor in
interest thereto.


 


“Change of Control”
means:


 


(i)                                    
any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one
or more Permitted Holders or a Parent, becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the total voting power of the Voting Stock of
the Company, provided that (x) so long as the Company is a Subsidiary
of any Parent, no “person” shall be deemed to be or become a “beneficial owner”
of more than 50% of the total voting power of the Voting Stock of the Company
unless such “person” shall be or become a “beneficial owner” of more than 50%
of the total voting power of the Voting Stock of such Parent and (y) any Voting Stock of which any Permitted
Holder is the “beneficial owner” shall not in any case be included in any
Voting Stock of which any such “person” is the “beneficial owner”;


 


(ii)                                 
the Company merges or
consolidates with or into, or sells or transfers (in one or a series of related
transactions) all or substantially all of the assets of the Company and its
Restricted Subsidiaries to, another Person (other than one or more Permitted
Holders) and any “person” (as defined in clause (i) above), other than one or
more Permitted Holders or any Parent, is or becomes the “beneficial


 


4

















 


owner” (as so defined), directly or indirectly, of
more than 50% of the total voting power of the Voting Stock of the surviving
Person in such merger or consolidation, or the transferee Person in such sale
or transfer of assets, as the case may be, provided
that (x) so long as
such surviving or transferee Person is a Subsidiary of a parent Person, no
“person” shall be deemed to be or become a “beneficial owner” of more than 50%
of the total voting power of the Voting Stock of such surviving or transferee
Person unless such “person” shall be or become a “beneficial owner” of more
than 50% of the total voting power of the Voting Stock of such parent Person
and (y) any Voting Stock of which
any Permitted Holder is the “beneficial owner” shall not in any case be
included in any Voting Stock of which any such “person” is the beneficial
owner; or


 


(iii)                              
during any period of
two consecutive years (during which period the Company has been a party to this
Indenture), individuals who at the beginning of such period were members of the
board of directors of the Company (together with any new members thereof whose
election by such board of directors or whose nomination for election by holders
of Capital Stock of the Company was approved by one or more Permitted Holders
or by a vote of a majority of the members of such board of directors then still
in office who were either members thereof at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of such board of directors then in office.


 


Notwithstanding anything to the contrary in the
foregoing, the Transactions shall not constitute or give rise to a “Change of
Control.”


 


“Clearstream”
means Clearstream Banking, société anonyme, or any successor securities
clearing agency.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Commodities
Agreements” means, in respect of a Person, any commodity futures contract,
forward contract, option or similar agreement or arrangement (including
derivative agreements or arrangements), as to which such Person is a party or
beneficiary.


 


“Company” means (i) CDRV Acquisition, until its merger with
VWR International, Inc., a Pennsylvania corporation, and thereafter (ii) VWR International, Inc., a
Pennsylvania corporation, until its reincorporation as a Delaware corporation,
and thereafter (iii) VWR
International, Inc., a Delaware corporation, and any successor in interest
thereto.


 


“Company Request”,
“Company Order” and “Company Consent” mean, respectively, a
written request, order or consent signed in the name of the Company by an Officer
of the Company.


 


5

















 


“Consolidated Coverage
Ratio,” as of any date of determination, means the ratio of (i) the aggregate amount of Consolidated
EBITDA of the Company and its Restricted Subsidiaries for the period of the
most recent four consecutive fiscal quarters ending prior to the date of such
determination for which consolidated financial statements of the Company are
available to (ii) Consolidated
Interest Expense for such four fiscal quarters (in each of the foregoing
clauses (i) and (ii), determined for each fiscal quarter (or portion thereof)
of the four fiscal quarters ending prior to the Issue Date, on a pro forma basis to give effect to the
Acquisition as if it had occurred at the beginning of such four-quarter
period); provided, that


 


(1)           if since the beginning of such period the
Company or any Restricted Subsidiary has Incurred any Indebtedness that remains
outstanding on such date of determination or if the transaction giving rise to
the need to calculate the Consolidated Coverage Ratio is an Incurrence of
Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness
had been Incurred on the first day of such period (except that in making such
computation, the amount of Indebtedness under any revolving credit facility
outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for which
such facility was outstanding or (B)
if such facility was created after the end of such four fiscal quarters, the
average daily balance of such Indebtedness during the period from the date of
creation of such facility to the date of such calculation),


 


(2)           if since the beginning of such period the
Company or any Restricted Subsidiary has repaid, repurchased, redeemed,
defeased or otherwise acquired, retired or discharged any Indebtedness that is
no longer outstanding on such date of determination (each, a “Discharge”)
or if the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio involves a Discharge of Indebtedness (in each case other than
Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such
Indebtedness, including with the proceeds of such new Indebtedness, as if such
Discharge had occurred on the first day of such period,


 


(3)           if since the beginning of such period the
Company or any Restricted Subsidiary shall have disposed of any company, any
business or any group of assets constituting an operating unit of a business
(any such disposition, a “Sale”), the Consolidated EBITDA for such
period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the assets that are the subject of such Sale for such
period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such period and Consolidated Interest Expense for such
period shall be reduced by an amount equal to (A)
the Consolidated Interest Expense attributable to any Indebtedness of the
Company or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or
otherwise acquired, retired or discharged with


 


6

















 


respect to the Company and its continuing Restricted
Subsidiaries in connection with such Sale for such period (including through
the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock of any Restricted
Subsidiary is sold, the Consolidated Interest Expense for such period
attributable to the Indebtedness of such Restricted Subsidiary to the extent
the Company and its continuing Restricted Subsidiaries are no longer liable for
such Indebtedness after such Sale,


 


(4)           if since the beginning of such period the
Company or any Restricted Subsidiary (by merger, consolidation or otherwise)
shall have made an Investment in any Person that thereby becomes a Restricted
Subsidiary, or otherwise acquired any company, any business or any group of
assets constituting an operating unit of a business, including any such
Investment or acquisition occurring in connection with a transaction causing a
calculation to be made hereunder (any such Investment or acquisition, a “Purchase”),
Consolidated EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma
effect thereto (including the Incurrence of any related Indebtedness) as if
such Purchase occurred on the first day of such period, and


 


(5)           if since the beginning of such period any
Person became a Restricted Subsidiary or was merged or consolidated with or
into the Company or any Restricted Subsidiary, and since the beginning of such
period such Person shall have Discharged any Indebtedness or made any Sale or
Purchase that would have required an adjustment pursuant to clause (2), (3) or
(4) above if made by the Company or a Restricted Subsidiary during such period,
Consolidated EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma
effect thereto as if such Discharge, Sale or Purchase occurred on the first day
of such period.


 


For purposes of this
definition, whenever pro forma
effect is to be given to any Sale, Purchase or other transaction, or the amount
of income or earnings relating thereto and the amount of Consolidated Interest
Expense associated with any Indebtedness Incurred or repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged in connection
therewith, the pro forma
calculations in respect thereof (including in respect of anticipated cost
savings or synergies relating to any such Sale, Purchase or other transaction)
shall be as determined in good faith by a responsible financial or accounting
Officer of the Company. If any Indebtedness bears a floating rate of interest
and is being given pro forma
effect, the interest expense on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for
the entire period (taking into account any Interest Rate Agreement applicable
to such Indebtedness).  If any Indebtedness bears, at the option of the
Company or a Restricted Subsidiary, a rate of interest based on a prime or
similar rate, a eurocurrency interbank offered rate or other fixed or floating
rate, and such Indebtedness is being given pro
forma effect, the interest expense on such Indebtedness shall be
calculated by applying such optional rate as the Company or such Restricted
Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a
revolving credit facility, the interest expense on such Indebtedness shall be
computed based upon the average daily balance of such Indebtedness during the
applicable period. Interest on a Capitalized Lease


 


7

















 


Obligation shall be deemed to accrue at an interest
rate determined in good faith by a responsible financial or accounting Officer
of the Company to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP.


 


“Consolidated EBITDA”
means, for any period, the Consolidated Net Income for such period, plus the following to the extent deducted
in calculating such Consolidated Net Income: (i)
provision for all taxes (whether or not paid, estimated or accrued) based on
income, profits or capital, (ii)
Consolidated Interest Expense and any Receivables Fees, (iii) depreciation, amortization (including
amortization of goodwill and intangibles and amortization and write-off of
financing costs) and all other non-cash charges or non-cash losses, (iv) any expenses or charges related to any
Equity Offering, Investment or Indebtedness permitted by this Indenture (whether
or not consummated or incurred) and (v)
the amount of any minority interest expense.


 


“Consolidated Interest
Expense” means, for any period, (i)
the total interest expense of the Company and its Restricted Subsidiaries to
the extent deducted in calculating Consolidated Net Income, net of any interest
income of the Company and its Restricted Subsidiaries, including any such
interest expense consisting of (a)
interest expense attributable to Capitalized Lease Obligations, (b) amortization of debt discount, (c) interest in respect of Indebtedness of
any other Person that has been Guaranteed by the Company or any Restricted
Subsidiary, but only to the extent that such interest is actually paid by the
Company or any Restricted Subsidiary, (d)
non-cash interest expense, (e)
the interest portion of any deferred payment obligation and (f) commissions, discounts and other fees
and charges owed with respect to letters of credit and bankers’ acceptance
financing, plus (ii) Preferred Stock dividends paid in cash
in respect of Disqualified Stock of the Company held by Persons other than the
Company or a Restricted Subsidiary and minus (iii)
to the extent otherwise included in such interest expense referred to in clause
(i) above, amortization or write-off of financing costs, in each case under
clauses (i) through (iii) as determined on a Consolidated basis in accordance
with GAAP; provided, that gross
interest expense shall be determined after giving effect to any net payments
made or received by the Company and its Restricted Subsidiaries with respect to
Interest Rate Agreements.


 


“Consolidated Net
Income” means, for any period, the net income (loss) of the Company and its
Restricted Subsidiaries, determined on a consolidated basis in accordance with
GAAP and before any reduction in respect of Preferred Stock dividends; provided that there shall not be included
in such Consolidated Net Income:


 


(i)            any net income (loss) of any Person if
such Person is not a Restricted Subsidiary, except that (A) subject to the limitations contained in
clause (iii) below, the Company’s equity in the net income of any such Person
for such period shall be included in such Consolidated Net Income up to the
aggregate amount actually distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to a Restricted
Subsidiary, to the limitations contained in clause (ii) below) and (B) the Company’s


 


8

















 


equity in the net loss of such Person shall be
included to the extent of the aggregate Investment of the Company or any of its
Restricted Subsidiaries in such Person,


 


(ii)           any net income (loss) of any Restricted
Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or
the making of similar distributions by such Restricted Subsidiary, directly or
indirectly, to the Company by operation of the terms of such Restricted
Subsidiary’s charter or any agreement, instrument, judgment, decree, order,
statute or governmental rule or regulation applicable to such Restricted
Subsidiary or its stockholders (other than (x)
restrictions that have been waived or otherwise released, (y) restrictions pursuant to the Notes, the
Senior Subordinated Notes, the Senior Subordinated Indenture or this Indenture
and (z) restrictions in effect on
the Issue Date with respect to a Restricted Subsidiary and other restrictions
with respect to such Restricted Subsidiary that taken as a whole are not
materially less favorable to the Noteholders than such restrictions in effect
on the Issue Date), except that (A)
subject to the limitations contained in clause (iii) below, the Company’s
equity in the net income of any such Restricted Subsidiary for such period
shall be included in such Consolidated Net Income up to the aggregate amount of
any dividend or distribution that was or that could have been made by such
Restricted Subsidiary during such period to the Company or another Restricted
Subsidiary (subject, in the case of a dividend that could have been made to
another Restricted Subsidiary, to the limitation contained in this clause) and
(B) the net loss of such
Restricted Subsidiary shall be included to the extent of the aggregate
Investment of the Company or any of its other Restricted Subsidiaries in such
Restricted Subsidiary,


 


(iii)          any gain or loss realized upon the sale
or other disposition of any asset of the Company or any Restricted Subsidiary
(including pursuant to any sale/leaseback transaction) that is not sold or
otherwise disposed of in the ordinary course of business (as determined in good
faith by the Board of Directors),


 


(iv)          any item classified as an extraordinary,
unusual or nonrecurring gain, loss or charge (including fees, expenses and
charges associated with the Transactions and any acquisition, merger or
consolidation after the Issue Date),


 


(v)           the cumulative effect of a change in
accounting principles,


 


(vi)          all deferred financing costs written off
and premiums paid in connection with any early extinguishment of Indebtedness,


 


(vii)         any unrealized gains or losses in respect
of Currency Agreements,


 


(viii)        any unrealized foreign currency
transaction gains or losses in respect of Indebtedness of any Person
denominated in a currency other than the functional currency of such Person,


 


9

















 


(ix)           any non-cash compensation charge arising
from any grant of stock, stock options or other equity based awards, and


 


(x)            to the extent otherwise included in
Consolidated Net Income, any unrealized foreign currency translation or
transaction gains or losses in respect of Indebtedness or other obligations of
the Company or any Restricted Subsidiary owing to the Company or any Restricted
Subsidiary.


 


In the case of any
unusual or nonrecurring gain, loss or charge not included in Consolidated Net
Income pursuant to clause (iv) above in any determination thereof, the
Company will deliver an Officer’s Certificate to the Trustee promptly after the
date on which Consolidated Net Income is so determined, setting forth the nature
and amount of such unusual or nonrecurring gain, loss or charge. 
Notwithstanding the foregoing, for the purpose of Section 409(a)(3)(A)
only, there shall be excluded from Consolidated Net Income, without
duplication, any dividends, repayments of loans or advances or other transfers
of assets from Unrestricted Subsidiaries to the Company or a Restricted
Subsidiary to the extent such dividends, repayments or transfers are applied by
the Company to increase the amount of Restricted Payments permitted under Section
409(a)(3)(C) or (D).


 


“Consolidated Tangible
Assets” means, as of any date of determination, the total assets less the
goodwill, net, and other intangible assets, net, in each case shown on the
consolidated balance sheet of the Company and its Restricted Subsidiaries as of
the most recent date for which such a balance sheet is available, determined on
a consolidated basis in accordance with GAAP (and, in the case of any
determination relating to any Incurrence of Indebtedness or any Investment, on
a pro forma basis including any
property or assets being acquired in connection therewith); provided that for purposes of Section
407(b), Section 411 and the definition of “Permitted Investment,”
Consolidated Tangible Assets shall not be less than $945.6 million.


 


“Consolidation”
means the consolidation of the accounts of each of the Restricted Subsidiaries
with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation
of the accounts of any Unrestricted Subsidiary, but the interest of the Company
or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted
for as an investment.  The term “Consolidated” has a correlative
meaning.


 


“Corporate Trust
Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office on the Issue Date
is located at 213 Court Street; Suite 703; Middletown, CT 06457.


 


“Credit Facilities”
means one or more of (i) the
Senior Credit Facility and (ii)
other facilities or arrangements designated by the Company, in each case with
one or more banks or other institutions providing for revolving credit loans,
term loans, receivables financings (including through the sale of receivables
to such institutions or to special purpose entities formed to borrow from such
institutions against such receivables), letters of credit or other
Indebtedness, in each case, including all agreements, instruments and documents
executed and


 


10

















 


delivered pursuant to or in connection with any of the
foregoing, including any notes and letters of credit issued pursuant thereto
and any guarantee and collateral agreement, patent and trademark security
agreement, mortgages or letter of credit applications and other guarantees,
pledge agreements, security agreements and collateral documents, in each case
as the same may be amended, supplemented, waived or otherwise modified from
time to time, or refunded, refinanced, restructured, replaced, renewed, repaid,
increased or extended from time to time (whether in whole or in part, whether
with the original banks or other institutions or other banks or other
institutions or otherwise, and whether provided under any original Credit
Facility or one or more other credit agreements, indentures, financing
agreements or other Credit Facilities or otherwise). Without limiting the
generality of the foregoing, the term “Credit Facility” shall include any
agreement (i) changing the
maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional
borrowers or guarantors thereunder, (iii)
increasing the amount of Indebtedness Incurred thereunder or available to be
borrowed thereunder or (iv)
otherwise altering the terms and conditions thereof.


 


“Currency Agreement”
means, in respect of a Person, any foreign exchange contract, currency swap
agreement or other similar agreement or arrangements (including derivative
agreements or arrangements) as to which such Person is a party or a
beneficiary.


 


“Default” means
any event or condition that is, or after notice or passage of time or both
would be, an Event of Default.


 


“Depositary” means
The Depository Trust Company, its nominees and successors.


 


“Designated Non-Cash
Consideration” means the Fair Market Value of non-cash consideration
received by the Company or one of its Restricted Subsidiaries in connection
with an Asset Disposition that is so designated as Designated Non-Cash
Consideration pursuant to an Officer’s Certificate, setting forth the basis of
such valuation.


 


“Disinterested
Director” means, with respect to any Affiliate Transaction, a member of the
Board of Directors having no material direct or indirect financial interest in
or with respect to such Affiliate Transaction. A member of the Board of
Directors shall not be deemed to have such a financial interest by reason of
such member’s holding Capital Stock of the Company or any Parent or any
options, warrants or other rights in respect of such Capital Stock.


 


“Disqualified Stock”
means, with respect to any Person, any Capital Stock (other than Management
Stock) that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable) or upon the
happening of any event (other than following the occurrence of a Change of
Control or other similar event described under such terms as a “change of
control,” or an Asset Disposition) (i)
matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise, (ii) is convertible or
exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the
holder thereof (other than following the occurrence of a Change of Control or
other similar event described


 


11

















 


under such terms as a “change of control,” or an Asset
Disposition), in whole or in part, in each case on or prior to the final Stated
Maturity of the Notes.


 


“Dollars” or “$”
means dollars in lawful currency of the United States of America.


 


“Domestic Subsidiary”
means any Restricted Subsidiary of the Company other than a Foreign Subsidiary.


 


“Equity Offering”
means a sale of Capital Stock (x)
that is a sale of Capital Stock of the Company (other than Disqualified Stock),
or (y) proceeds of which in an
amount equal to or exceeding the Redemption Amount are contributed to the
Company or any of its Restricted Subsidiaries.


 


“Euroclear” means
Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor
securities clearing agency.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exchange Notes”
means the Company’s 67/8% Senior Notes Due 2012,
containing terms substantially identical to the Initial Notes or any Initial
Additional Notes (except that (i) such
Exchange Notes may omit terms with respect to transfer restrictions and may be
registered under the Securities Act, and (ii) certain
provisions relating to an increase in the stated rate of interest thereon may
be eliminated), that are issued and exchanged for (a) the Initial Notes, as provided for in a registration
rights agreement relating to such Initial Notes and this Indenture, or (b) such Initial Additional Notes as
may be provided in any registration rights agreement relating to such
Additional Notes and this Indenture (including any amendment or supplement
hereto).


 


“Excluded Contribution”
means Net Cash Proceeds, or the Fair Market Value of property or assets,
received by the Company as capital contributions to the Company after the Issue
Date or from the issuance or sale (other than to a Restricted Subsidiary) of
Capital Stock (other than Disqualified Stock) of the Company, in each case to
the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate
of the Company and not previously included in the calculation set forth in Section 409(a)(3)(B)(x)
for purposes of determining whether a Restricted Payment may be made.


 


“Fair Market Value”
means, with respect to any asset or property, the fair market value of such
asset or property as determined in good faith by the Board of Directors, whose
determination will be conclusive.


 


“Financing Disposition”
means any sale, transfer, conveyance or other disposition of property or assets
by the Company or any Subsidiary thereof to any Receivables Entity, or by any
Receivables Subsidiary, in each case in connection with the Incurrence by a
Receivables


 


12

















 


Entity of Indebtedness, or obligations to make
payments to the obligor on Indebtedness, which may be secured by a Lien in
respect of such property or assets.


 


“Foreign Subsidiary”
means (a) any Restricted
Subsidiary of the Company that is not organized under the laws of the United
States of America or any state thereof or the District of Columbia and (b) any Restricted Subsidiary of the
Company that has no material assets other than securities or Indebtedness of
one or more Foreign Subsidiaries, and other assets relating to an ownership
interest in any such securities, Indebtedness or Subsidiaries.


 


“GAAP” means
generally accepted accounting principles in the United States of America as in
effect on the Issue Date (for purposes of the definitions of the terms
“Consolidated Coverage Ratio,” “Consolidated EBITDA,” “Consolidated Interest
Expense,” “Consolidated Net Income” and “Consolidated Tangible Assets,” all
defined terms in this Indenture to the extent used in or relating to any of the
foregoing definitions, and all ratios and computations based on any of the foregoing
definitions) and as in effect from time to time (for all other purposes of this
Indenture), including those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession. All ratios and computations
based on GAAP contained in this Indenture shall be computed in conformity with
GAAP.


 


“Guarantee” means
any obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness or other obligation of any other Person; provided that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of
business.  The term “Guarantee” used as a verb has a corresponding
meaning.


 


“Guarantor
Subordinated Obligations” means, with respect to a Subsidiary Guarantor,
any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue
Date or thereafter Incurred) that is expressly subordinated in right of payment
to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
pursuant to a written agreement.


 


“Hedging Obligations”
of any Person means the obligations of such Person pursuant to any Interest
Rate Agreement, Currency Agreement or Commodities Agreement.


 


“Holder” or “Noteholder”
means the Person in whose name a Note is registered in the Note Register.


 


“Holding”
means CDRV Holdings, Inc., a Delaware corporation, and any successor in
interest thereto.


 


“Immobilien” means
VWR International Immobilien GmbH, a German company, and any successor in
interest thereto.


 


13

















 


“Incur” means
issue, assume, enter into any Guarantee of, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital
Stock of a Person existing at the time such Person becomes a Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of
interest, the accretion of accreted value and the payment of interest in the
form of additional Indebtedness will not be deemed to be an Incurrence of
Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on
which interest is payable through the issuance of additional Indebtedness)
shall be deemed Incurred at the time of original issuance of the Indebtedness
at the initial accreted amount thereof.


 


“Indebtedness”
means, with respect to any Person on any date of determination (without
duplication):


 


(i)                                    
the principal of
indebtedness of such Person for borrowed money,


 


(ii)                                 
the principal of
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments,


 


(iii)                              
all reimbursement
obligations of such Person in respect of letters of credit or other similar
instruments (the amount of such obligations being equal at any time to the
aggregate then undrawn and unexpired amount of such letters of credit or other
instruments plus the aggregate
amount of drawings thereunder that have not then been reimbursed),


 


(iv)                             
all obligations of
such Person to pay the deferred and unpaid purchase price of property (except
Trade Payables), which purchase price is due more than one year after the date
of placing such property in final service or taking final delivery and title
thereto,


 


(v)                                
all Capitalized Lease
Obligations of such Person,


 


(vi)                             
the redemption,
repayment or other repurchase amount of such Person with respect to any
Disqualified Stock of such Person or (if such Person is a Subsidiary of the
Company other than a Subsidiary Guarantor) any Preferred Stock of such
Subsidiary, but excluding, in each case, any accrued dividends (the amount of such
obligation to be equal at any time to the maximum fixed involuntary redemption,
repayment or repurchase price for such Capital Stock, or if less (or if such
Capital Stock has no such fixed price), to the involuntary redemption,
repayment or repurchase price therefor calculated in accordance with the terms
thereof as if then redeemed, repaid or repurchased, and if such price is based
upon or measured by the fair market value of such Capital Stock, such fair
market value shall be as determined in good faith by the Board of Directors or
the board of directors or other governing body of the issuer of such Capital
Stock),


 


14

















 


(vii)                          
all Indebtedness of
other Persons secured by a Lien on any asset of such Person, whether or not
such Indebtedness is assumed by such Person; provided
that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at
such date of determination (as determined in good faith by the Company) and (B) the amount of such Indebtedness of such
other Persons,


 


(viii)                       
all Guarantees by
such Person of Indebtedness of other Persons, to the extent so Guaranteed by
such Person, and


 


(ix)                               
to the extent not
otherwise included in this definition, net Hedging Obligations of such Person
(the amount of any such obligation to be equal at any time to the termination
value of such agreement or arrangement giving rise to such Hedging Obligation
that would be payable by such Person at such time).


 


The amount of
Indebtedness of any Person at any date shall be determined as set forth above
or otherwise provided in this Indenture, or otherwise shall equal the amount
thereof that would appear on a balance sheet of such Person (excluding any
notes thereto) prepared in accordance with GAAP.


 


“Initial Additional
Notes” means Additional Notes issued in an offering not registered under
the Securities Act (and any Notes issued in respect thereof pursuant to Section
304, 305, 306, 312(c), 312(d) or 1008).


 


“Initial Notes”
means the Company’s 67/8% Senior Notes Due 2012,
issued on the Issue Date (and any Notes issued in respect thereof pursuant to Section 304,
305, 306, 312(c), 312(d) or 1008).


 


“interest,” with
respect to the Notes, means interest on the Notes and, except for purposes of Article
IX, additional or special interest pursuant to the terms of any Note.


 


“Interest Payment Date”
means, when used with respect to any Note and any installment of interest
thereon, the date specified in such Note as the fixed date on which such
installment of interest is due and payable, as set forth in such Note.


 


“Interest Rate
Agreement” means, with respect to any Person, any interest rate protection
agreement, future agreement, option agreement, swap agreement, cap agreement,
collar agreement, hedge agreement or other similar agreement or arrangement
(including derivative agreements or arrangements), as to which such Person is
party or a beneficiary.


 


“Inventory” means
goods held for sale or lease by a Person in the ordinary course of business,
net of any reserve for goods that have been segregated by such Person to be
returned to the applicable vendor for credit, as determined in accordance with
GAAP.


 


“Investment” in
any Person by any other Person means any direct or indirect advance, loan or
other extension of credit (other than to customers, suppliers, directors,
officers


 


15

















 


or employees of any Person in the ordinary course of
business) or capital contribution (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by, such Person.  For purposes of the
definition of “Unrestricted Subsidiary” and Section 409 only, (i) “Investment” shall include the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the fair
market value of the net assets of any Subsidiary of the Company at the time
that such Subsidiary is designated an Unrestricted Subsidiary, provided that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue
to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if
positive) equal to (x) the
Company’s “Investment” in such Subsidiary at the time of such redesignation
less (y) the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the fair
market value of the net assets of such Subsidiary at the time of such
redesignation, (ii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value at the time of such transfer, and (iii) in each case under clause (i) or (ii) above, fair
market value shall be as determined in good faith by the Board of Directors.
Guarantees shall not be deemed to be Investments.  The amount of any
Investment outstanding at any time shall be the original cost of such
Investment, reduced (at the Company’s option) by any dividend, distribution,
interest payment, return of capital, repayment or other amount or value
received in respect of such Investment; provided,
that to the extent that the amount of Restricted Payments outstanding at any
time is so reduced by any portion of any such amount or value that would
otherwise be included in the calculation of Consolidated Net Income, such
portion of such amount or value shall not be so included for purposes of
calculating the amount of Restricted Payments that may be made pursuant to Section
409(a).


 


“Investors” 
means (a) CDR Fund VI, (b) any of SSB Capital Partners (Master
Fund) I, L.P., CGI Private Equity L.P., LLC, Banc of America Capital Investors,
L.P., the partners of or other investors in CDR Fund VI, and any of the
respective Affiliates of SSB Capital Partners (Master Fund) I, L.P., CGI
Private Equity L.P., LLC, Banc of America Capital Investors, L.P. or of any
such partner or investor, that is or becomes a holder of Voting Stock of CDRV
Investors prior to the first anniversary of the Issue Date, (c) any Person that directly or indirectly
acquires Voting Stock of CDRV Investors from CDR Fund VI (including by way of
issuance of Voting Stock by CDRV Investors in connection with its repurchase,
redemption or other retirement of Voting Stock thereof owned by CDR Fund VI)
prior to the first anniversary of the Issue Date, in an aggregate amount not
exceeding (as to all such Persons) ten percent (10%) of the Voting Stock of
CDRV Investors owned by CDR Fund VI on the Issue Date, and any Affiliate of any
such Person, and (d) any of their
respective successors in interest.


 


“Issue Date” means
the first date on which Initial Notes are issued.


 


“Lien” means any
mortgage, pledge, security interest, encumbrance, lien or charge of any kind
(including any conditional sale or other title retention agreement or lease in
the nature thereof).


 


16

















 


“Management Advances”
means (1) loans or advances made
to directors, officers or employees of any Parent, the Company or any
Restricted Subsidiary (x) in respect of travel, entertainment or
moving-related expenses incurred in the ordinary course of business, (y) in respect of moving-related expenses
incurred in connection with any closing or consolidation of any facility, or (z) in
the ordinary course of business and (in the case of this clause (z)) not
exceeding $5.0 million in the aggregate outstanding at any time, (2) promissory notes of Management
Investors acquired in connection with the issuance of Management Stock to such
Management Investors, (3)
Management Guarantees, or (4)
other Guarantees of borrowings by Management Investors in connection with the
purchase of Management Stock, which Guarantees are permitted under Section
407.


 


“Management Agreements”
means, collectively, (i) the
Stock Subscription Agreements, each dated as of the Issue Date, between CDRV
Investors and each of CDR Fund VI, SSB Capital Partners (Master Fund) I, L.P.,
CGI Private Equity L.P., LLC and Banc of America Capital Investors, L.P., (ii) the Consulting Agreement, dated as of
the Issue Date, among CDRV Investors, Holding, CDRV Acquisition, CDRV Delaware
and CDR, (iii) the
Indemnification Agreement, dated as of the Issue Date, among CDRV Investors,
Holding, CDRV Acquisition, CDRV Delaware, CDR and CDR Fund VI, and (iv) the Registration and Participation
Agreement, dated as of the Issue Date, among CDRV Investors, CDR Fund VI, SSB
Capital Partners (Master Fund) I, L.P., CGI Private Equity L.P., LLC, Banc of
America Capital Investors, L.P. and any other Person party thereto from time to
time, in each case as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with the terms thereof and
of the applicable Indenture.


 


“Management Guarantees”
means guarantees (x) of up to an
aggregate principal amount outstanding at any time of $20.0 million of
borrowings by Management Investors in connection with their purchase of
Management Stock or (y) made on
behalf of, or in respect of loans or advances made to, directors, officers or
employees of any Parent, the Company or any Restricted Subsidiary (1) in respect of travel, entertainment and
moving-related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and
(in the case of this clause (2)) not exceeding $5.0 million in the aggregate
outstanding at any time.


 


“Management Investors”
means the officers, directors, employees and other members of the management of
any Parent, the Company or any of their respective Subsidiaries, or family
members or relatives thereof (provided
that, solely for purposes of the definition of “Permitted Holders,” such
relatives shall include only those Persons who are or become Management
Investors in connection with estate planning for or inheritance from other
Management Investors, as determined in good faith by the Company, which
determination shall be conclusive), or trusts, partnerships or limited
liability companies for the benefit of any of the foregoing, or any of their
heirs, executors, successors and legal representatives, who at any date
beneficially own or have the right to acquire, directly or indirectly, Capital
Stock of the Company or any Parent.


 


17

















 


“Management Stock”
means Capital Stock of the Company or any Parent (including any options,
warrants or other rights in respect thereof) held by any of the Management
Investors.


 


“Merger Supplemental
Indenture” means a Supplemental Indenture substantially in the form
attached hereto as Exhibit E, to be entered into in connection with
each of (i) the merger of CDRV
Acquisition with and into VWR International, Inc., a Pennsylvania corporation,
with VWR International, Inc. as the surviving corporation and (ii) the reincorporation of VWR
International, Inc., a Pennsylvania corporation, as a Delaware corporation.


 


“Mergers” means
the collective reference to (i)
the merger of VWR International Corporation with and into VWR International,
Inc., a Pennsylvania corporation, with VWR International, Inc. as the surviving
corporation, (ii) the merger of
CDRV Acquisition with and into VWR International, Inc., a Pennsylvania
corporation, with VWR International, Inc. as the surviving corporation, and (iii) the reincorporation of VWR
International, Inc., a Pennsylvania corporation, as a Delaware corporation.


 


“Moody’s” means
Moody’s Investors Service, Inc., and its successors.


 


“Net Available Cash”
from an Asset Disposition means cash payments received (including any cash
payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as and when received, but
excluding any other consideration received in the form of assumption by the
acquiring person of Indebtedness or other obligations relating to the
properties or assets that are the subject of such Asset Disposition or received
in any other non-cash form) therefrom, in each case net of (i) all legal, title and recording tax
expenses, commissions and other fees and expenses incurred, and all Federal,
state, provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP, as a consequence of such Asset Disposition (including as
a consequence of any transfer of funds in connection with the application
thereof in accordance with Section 411), (ii) all payments made, and all installment payments required
to be made, on any Indebtedness that is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon such assets,
or that must by its terms, or in order to obtain a necessary consent to such
Asset Disposition, or by applicable law, be repaid out of the proceeds from
such Asset Disposition, (iii) all
distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset
Disposition, or to any other Person (other than the Company or a Restricted
Subsidiary) owning a beneficial interest in the assets disposed of in such
Asset Disposition and (iv) any
liabilities or obligations associated with the assets disposed of in such Asset
Disposition and retained by the Company or any Restricted Subsidiary after such
Asset Disposition, including pension and other post-employment benefit
liabilities, liabilities related to environmental matters, and liabilities
relating to any indemnification obligations associated with such Asset
Disposition.


 


“Net Cash Proceeds,”
with respect to any issuance or sale of any securities of the Company or any
Subsidiary by the Company or any Subsidiary, or any capital contribution, means
the cash proceeds of such issuance, sale or contribution net of attorneys’
fees,


 


18

















 


accountants’ fees, underwriters’ or placement agents’
fees, discounts or commissions and brokerage, consultant and other fees
actually incurred in connection with such issuance, sale or contribution and
net of taxes paid or payable as a result thereof.


 


“Non-U.S. Person”
means a Person who is not a U.S. person, as defined in Regulation S.


 


“Notes” means the
Initial Notes, any Additional Notes, the Exchange Notes and any notes issued in
respect thereof pursuant to Section 304, 305, 306, 312(c),
312(d) or 1008.


 


“Officer” means,
with respect to the Company or any other obligor upon the Notes, the Chairman
of the Board, the President, the Chief Executive Officer, the Chief Financial
Officer, any Vice President, the Controller, the Treasurer or the Secretary (a) of such Person or (b) if such Person is owned or managed by a
single entity, of such entity (or any other individual designated as an
“Officer” for the purposes of this Indenture by the Board of Directors).


 


“Officer’s Certificate”
means, with respect to the Company or any other obligor upon the Notes, a
certificate signed by one Officer of such Person.


 


“Opinion of Counsel”
means a written opinion from legal counsel who is reasonably acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company or the
Trustee.


 


“Original Notes”
means the Initial Notes and any Exchange Notes issued in exchange therefor.


 


“Outstanding,”
when used with respect to Notes means, as of the date of determination, all
Notes theretofore authenticated and delivered under this Indenture, except:


 


(i)           
Notes theretofore cancelled by
the Trustee or delivered to the Trustee for cancellation;


 


(ii)          
Notes for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent in trust for the Holders of such Notes, provided that, if such Notes are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made; and


 


(iii)         
Notes in exchange for or in lieu
of which other Notes have been authenticated and delivered pursuant to this
Indenture.


 


A Note does not cease to
be Outstanding because the Company or any Affiliate of the Company holds the
Note, provided that in
determining whether the Holders of the requisite amount of Outstanding Notes
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Company or any Affiliate of the Company


 


19

















 


shall be disregarded and deemed not to be Outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Notes which the Trustee actually knows are so
owned shall be so disregarded.  Notes so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
reasonable satisfaction of the Trustee the pledgee’s right to act with respect
to such Notes and that the pledgee is not the Company or an Affiliate of the
Company.


 


“Parent” means any
of Holding, CDRV Investors, CDRV International Holdings, and any other Person
that is a Subsidiary of Holding or CDRV Investors and of which the Company is a
Subsidiary.


 


“Parent Expenses”
means (i) costs (including all
professional fees and expenses) incurred by any Parent in connection with its
reporting obligations under, or in connection with compliance with, applicable
laws or applicable rules of any governmental, regulatory or self-regulatory
body or stock exchange, the Senior Subordinated Indenture, this Indenture or
any other agreement or instrument relating to Indebtedness of the Company or
any Restricted Subsidiary, including in respect of any reports filed with
respect to the Securities Act, Exchange Act or the respective rules and
regulations promulgated thereunder, (ii)
expenses incurred by any Parent or any Subsidiary of any Parent in connection
with any investment in equity ownership interests of Immobilien, (iii) indemnification obligations of any
Parent owing to directors, officers, employees or other Persons under its
charter or by-laws or pursuant to written agreements with any such Person, or
obligations in respect of director and officer insurance (including premiums
therefor), (iv) other operational
expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any
Parent in connection with any offering of Capital Stock or Indebtedness (x) where the net proceeds of such offering
are intended to be received by or contributed or loaned to the Company or a
Restricted Subsidiary, or (y) in
a prorated amount of such expenses in proportion to the amount of such net
proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to
completion of such offering so long as any Parent shall cause the amount of
such expenses to be repaid to the Company or the relevant Restricted Subsidiary
out of the proceeds of such offering promptly if completed.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Notes on behalf of the Company; provided that neither the Company nor any
of its Affiliates shall act as Paying Agent for purposes of Section 1102
or Section 1205.  The Trustee will initially act as Paying Agent
for the Notes.


 


“Permitted
Holder” means any of the following: (i)
any of the Investors, Management Investors, CDR and their respective
Affiliates; (ii) any investment
fund or vehicle managed, sponsored or advised by CDR or any Investor or
Affiliate thereof, and any Affiliate of or successor to any such investment
fund or vehicle; (iii) any
limited or general partners of, or other investors in, any Investor or
Affiliate thereof, or any such investment fund or vehicle; and


 


20

















 


(iv) any Person acting in the capacity of
an underwriter in connection with a public or private offering of Capital Stock
of any Parent or the Company.


 


“Permitted Investment”
means an Investment by the Company or any Restricted Subsidiary in, or
consisting of, any of the following:


 


(i)            a Restricted Subsidiary, the Company, or
a Person that will, upon the making of such Investment, become a Restricted
Subsidiary;


 


(ii)           another Person if as a result of such
Investment such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, or is liquidated
into, the Company or a Restricted Subsidiary;


 


(iii)          Temporary Cash Investments or Cash
Equivalents;


 


(iv)          receivables owing to the Company or any
Restricted Subsidiary, if created or acquired in the ordinary course of
business;


 


(v)           any securities or other Investments
received as consideration in, or retained in connection with, sales or other
dispositions of property or assets, including Asset Dispositions made in
compliance with Section 411;


 


(vi)          securities or other Investments received
in settlement of debts created in the ordinary course of business and owing to
the Company or any Restricted Subsidiary, or as a result of foreclosure,
perfection or enforcement of any Lien, or in satisfaction of judgments,
including in connection with any bankruptcy proceeding or other reorganization
of another Person;


 


(vii)         Investments in existence or made pursuant
to legally binding written commitments in existence on the Issue Date;


 


(viii)        Currency Agreements, Interest Rate
Agreements, Commodities Agreements and related Hedging Obligations, which
obligations are Incurred in compliance with Section 407;


 


(ix)           pledges or deposits (x) with respect to leases or utilities
provided to third parties in the ordinary course of business or (y) otherwise described in the definition
of “Permitted Liens” or made in connection with Liens permitted under Section
413;


 


(x)            (1)
Investments in any Receivables Subsidiary, or in connection with a Financing
Disposition by or to any Receivables Entity, including Investments of funds
held in accounts permitted or required by the arrangements governing such
Financing Disposition or any related Indebtedness, or (2) any promissory note issued by the
Company or any Parent, provided
that if such Parent receives cash from the relevant Receivables


 


21

















 


Entity in exchange for such note, an equal cash amount
is contributed by any Parent to the Company;


 


(xi)           bonds secured by assets leased to and
operated by the Company or any Restricted Subsidiary that were issued in
connection with the financing of such assets so long as the Company or any
Restricted Subsidiary may obtain title to such assets at any time by paying a
nominal fee, canceling such bonds and terminating the transaction;


 


(xii)          Notes or Senior Subordinated Notes;


 


(xiii)         any Investment to the extent made using
Capital Stock of the Company (other than Disqualified Stock), or Capital Stock
of any Parent, as consideration;


 


(xiv)        Management Advances; and


 


(xv)         other Investments in an aggregate amount
outstanding at any time not to exceed 5% of Consolidated Tangible Assets.


 


“Permitted Liens”
means:


 


(a)           Liens for taxes, assessments or other
governmental charges not yet delinquent or the nonpayment of which in the
aggregate would not reasonably be expected to have a material adverse effect on
the Company and its Restricted Subsidiaries or that are being contested in good
faith and by appropriate proceedings if adequate reserves with respect thereto
are maintained on the books of the Company or a Subsidiary thereof, as the case
may be, in accordance with GAAP;


 


(b)           carriers’, warehousemen’s, mechanics’,
landlords’, materialmen’s, repairmen’s or other like Liens arising in the
ordinary course of business in respect of obligations that are not overdue for
a period of more than 60 days or that are bonded or that are being
contested in good faith and by appropriate proceedings;


 


(c)           pledges, deposits or Liens in connection
with workers’ compensation, unemployment insurance and other social security
and other similar legislation or other insurance-related obligations (including
pledges or deposits securing liability to insurance carriers under insurance or
self-insurance arrangements);


 


(d)           pledges, deposits or Liens to secure the
performance of bids, tenders, trade, government or other contracts (other than
for borrowed money), obligations for utilities, leases, licenses, statutory
obligations, completion guarantees, surety, judgment, appeal or performance
bonds, other similar bonds, instruments or obligations, and other obligations
of a like nature incurred in the ordinary course of business;


 


(e)           easements (including reciprocal easement
agreements), rights-of-way, building, zoning and similar restrictions, utility
agreements, covenants, reservations,


 


22

















 


restrictions, encroachments, charges, and other
similar encumbrances or title defects incurred, or leases or subleases granted
to others, in the ordinary course of business, which do not in the aggregate
materially interfere with the ordinary conduct of the business of the Company
and its Subsidiaries, taken as a whole;


 


(f)            Liens existing on, or provided for under
written arrangements existing on, the Issue Date, or (in the case of any such
Liens securing Indebtedness of the Company or any of its Subsidiaries existing
or arising under written arrangements existing on the Issue Date) securing any
Refinancing Indebtedness in respect of such Indebtedness so long as the Lien
securing such Refinancing Indebtedness is limited to all or part of the same
property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or under such written arrangements could secure) the
original Indebtedness;


 


(g)           (i)
mortgages, liens, security interests, restrictions, encumbrances or any other
matters of record that have been placed by any developer, landlord or other
third party on property over which the Company or any Restricted Subsidiary of
the Company has easement rights or on any leased property and subordination or
similar agreements relating thereto and (ii)
any condemnation or eminent domain proceedings affecting any real property;


 


(h)           Liens securing Hedging Obligations,
Purchase Money Obligations or Capitalized Lease Obligations Incurred in
compliance with Section 407;


 


(i)            Liens arising out of judgments, decrees,
orders or awards in respect of which the Company shall in good faith be
prosecuting an appeal or proceedings for review, which appeal or proceedings
shall not have been finally terminated, or if the period within which such
appeal or proceedings may be initiated shall not have expired;


 


(j)            leases, subleases, licenses or
sublicenses to third parties;


 


(k)           Liens securing (1) Indebtedness Incurred in compliance
with Section 407(b)(i), Section 407(b)(iv), Section
407(b)(vii), Section 407(b)(viii)(E), Section 407(b)(x), Section
407(b)(xi), or Section 407(b)(iii) (other than Refinancing
Indebtedness Incurred in respect of Indebtedness described in Section 407(a)),
(2) Bank Indebtedness, (3) the Notes, (4) Indebtedness of any Restricted Subsidiary that is not a
Subsidiary Guarantor, (5)
Indebtedness or other obligations of any Receivables Entity or (6) obligations in respect of
Management Advances or Management Guarantees;


 


(l)            Liens existing on property or assets of a
Person at the time such Person becomes a Subsidiary of the Company (or at the
time the Company or a Restricted Subsidiary acquires such property or assets,
including any acquisition by means of a merger or consolidation with or into
the Company or any Restricted Subsidiary); provided, however, that such Liens are not created
in connection with, or in contemplation of, such other Person becoming such a
Subsidiary (or such acquisition of such property or assets),


 


23

















 


and that such Liens are limited to all or part of the
same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or, under the written arrangements under which such
Liens arose, could secure) the obligations to which such Liens relate;


 


(m)          Liens on Capital Stock or other
securities of an Unrestricted Subsidiary that secure Indebtedness or other
obligations of such Unrestricted Subsidiary;


 


(n)           any encumbrance or restriction (including
put and call agreements) with respect to Capital Stock of any joint venture or
similar arrangement pursuant to any joint venture or similar agreement;


 


(o)           Liens securing Refinancing Indebtedness
Incurred in respect of any Indebtedness secured by, or securing any
refinancing, refunding, extension, renewal or replacement (in whole or in part)
of any other obligation secured by, any other Permitted Liens, provided that any such new Lien is limited
to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or, under the written arrangements under which the
original Lien arose, could secure) the obligations to which such Liens relate;
and


 


(p)           Liens (1) arising
by operation of law (or by agreement to the same effect) in the ordinary course
of business, (2) on property
or assets under construction (and related rights) in favor of a contractor or
developer or arising from progress or partial payments by a third party
relating to such property or assets, (3) on
receivables (including related rights), (4) on
cash set aside at the time of the incurrence of any Indebtedness or government
securities purchased with such cash, in either case to the extent that such
cash or government securities prefund the payment of interest on such Indebtedness
and are held in an escrow account or similar arrangement to be applied for such
purpose, (5) securing or
arising by reason of any netting or set-off arrangement entered into in the
ordinary course of banking or other trading activities, (6) in favor of the Company or any
Subsidiary (other than Liens on property or assets of the Company in favor of
any Subsidiary that is not a Subsidiary Guarantor) or (7) arising out of conditional sale,
title retention, consignment or similar arrangements for the sale of goods
entered into in the ordinary course of business.


 


“Person” means any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.


 


“Place of Payment”
means a city or any political subdivision thereof referred to in Article III
and initially designated under Section 402.


 


“Predecessor Notes”
of any particular Note means every previous Note evidencing all or a portion of
the same debt as that evidenced by such particular Note; and, for the purposes
of this definition, any Note authenticated and delivered under Section 306
in lieu of


 


24

















 


a mutilated, lost, destroyed or stolen Note shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.


 


“Preferred Stock,”
as applied to the Capital Stock of any corporation, means Capital Stock of any
class or classes (however designated) that by its terms is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
Capital Stock of any other class of such corporation.


 


“Purchase Money
Obligations” means any Indebtedness Incurred to finance or refinance the
acquisition, leasing, construction or improvement of property (real or
personal) or assets, and whether acquired through the direct acquisition of
such property or assets or the acquisition of the Capital Stock of any Person
owning such property or assets, or otherwise.


 


“QIB” or “Qualified
Institutional Buyer” means a “qualified institutional buyer,” as that term
is defined in Rule 144A under the Securities Act.


 


“Receivable” means
a right to receive payment arising from a sale or lease of goods or services by
a Person pursuant to an arrangement with another Person pursuant to which such
other Person is obligated to pay for goods or services under terms that permit
the purchase of such goods and services on credit, as determined in accordance
with GAAP.


 


“Receivables Entity”
means (x) any Receivables
Subsidiary or (y) any other
Person that is engaged in the business of acquiring, selling, collecting,
financing or refinancing Receivables, accounts (as defined in the Uniform
Commercial Code as in effect in any jurisdiction from time to time), other
accounts and/or other receivables, and/or related assets.


 


“Receivables Fees”
means distributions or payments made directly or by means of discounts with
respect to any participation interest issued or sold in connection with, and
other fees paid to a Person that is not a Restricted Subsidiary in connection
with, any Receivables Financing.


 


“Receivables Financing”
means any financing of Receivables of the Company or any Restricted Subsidiary
that have been transferred to a Receivables Entity in a Financing Disposition.


 


“Receivables
Subsidiary” means a Subsidiary of the Company that (a) is engaged solely in the business of
acquiring, selling, collecting, financing or refinancing Receivables, accounts
(as defined in the Uniform Commercial Code as in effect in any jurisdiction
from time to time) and other accounts and receivables (including any thereof constituting
or evidenced by chattel paper, instruments or general intangibles), all
proceeds thereof and all rights (contractual and other), collateral and other
assets relating thereto, and any business or activities incidental or related
to such business, and (b) is
designated as a “Receivables Subsidiary” by the Board of Directors.


 


25

















 


“Redemption Date,”
when used with respect to any Note to be redeemed or purchased, means the date
fixed for such redemption or purchase by or pursuant to this Indenture and the
Notes.


 


“refinance” means
refinance, refund, replace, renew, repay, modify, restate, defer, substitute,
supplement, reissue, resell or extend (including pursuant to any defeasance or
discharge mechanism); and the terms “refinances,” “refinanced”
and “refinancing” as used for any purpose in this Indenture shall have a
correlative meaning.


 


“Refinancing
Indebtedness” means Indebtedness that is Incurred to refinance any
Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances
Indebtedness of any Restricted Subsidiary (to the extent permitted in this
Indenture) and Indebtedness of any Restricted Subsidiary that refinances
Indebtedness of another Restricted Subsidiary) including Indebtedness that
refinances Refinancing Indebtedness; provided
that (1) if the Indebtedness
being refinanced is Subordinated Obligations or Guarantor Subordinated
Obligations, the Refinancing Indebtedness has a final Stated Maturity at the
time such Refinancing Indebtedness is Incurred that is equal to or greater than
the final Stated Maturity of the Indebtedness being refinanced (or if shorter,
the Notes), (2) such Refinancing
Indebtedness is Incurred in an aggregate principal amount (or if issued with
original issue discount, an aggregate issue price) that is equal to or less
than the sum of (x) the aggregate
principal amount (or if issued with original issue discount, the aggregate
accreted value) then outstanding of the Indebtedness being refinanced, plus (y)
fees, underwriting discounts, premiums and other costs and expenses incurred in
connection with such Refinancing Indebtedness and (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary
that is not a Subsidiary Guarantor that refinances Indebtedness of the Company
that could not have been initially Incurred by such Restricted Subsidiary
pursuant to Section 407 or (y)
Indebtedness of the Company or a Restricted Subsidiary that refinances
Indebtedness of an Unrestricted Subsidiary.


 


“Regular Record Date”
for the interest payable on any Interest Payment Date means the date specified
for that purpose in Section 301.


 


“Regulation S”
means Regulation S under the Securities Act.


 


“Regulation S
Certificate” means a certificate substantially in the form attached hereto
as Exhibit C.


 


“Related Business”
means those businesses in which the Company or any of its Subsidiaries is
engaged on the date of the applicable Indenture, or that are related,
complementary, incidental or ancillary thereto or extensions, developments or
expansions thereof.


 


“Related Taxes”
means (x) any taxes, charges or
assessments, including sales, use, transfer, rental, ad valorem, value-added,
stamp, property, consumption, franchise, license, capital, net worth, gross
receipts, excise, occupancy, intangibles or similar taxes, charges or
assessments (other than federal, state or local taxes measured by income and
federal, state or


 


26

















 


local withholding imposed on payments made by any
Parent other than to another Parent), required to be paid by any Parent by
virtue of its being incorporated or having Capital Stock outstanding (but not
by virtue of owning stock or other equity interests of any corporation or other
entity other than the Company, any of its Subsidiaries or any Parent), or being
a holding company parent of the Company, any of its Subsidiaries or any Parent
or receiving dividends from or other distributions in respect of the Capital
Stock of the Company, any of its Subsidiaries or any Parent, or having
guaranteed any obligations of the Company or any Subsidiary thereof, or having
made any payment in respect of any of the items for which the Company or any of
its Subsidiaries is permitted to make payments to any Parent pursuant to Section
409 or acquiring, developing, maintaining, owning, prosecuting, protecting
or defending its intellectual property and associated rights (including receiving
or paying royalties for the use thereof) relating to the business or businesses
of the Company or any Subsidiary thereof, or (y)
any other federal, state, foreign, provincial or local taxes measured by income
for which any Parent is liable up to an amount not to exceed, with respect to
federal taxes, the amount of any such taxes that the Company and its
Subsidiaries would have been required to pay on a separate company basis, or on
a consolidated basis as if the Company had filed a consolidated return on
behalf of an affiliated group (as defined in Section 1504 of the Code or an
analogous provision of state, local or foreign law) of which it were the common
parent, or with respect to state and local taxes, the amount of any such taxes
that the Company and its Subsidiaries would have been required to pay on a
separate company basis, or on a combined basis as if the Company had filed a
combined return on behalf of an affiliated group consisting only of the Company
and its Subsidiaries.


 


“Resale Restriction
Termination Date” means, with respect to any Note, the date that is two
years (or such other period as may hereafter be provided under Rule 144(k)
under the Securities Act or any successor provision thereto as permitting the
resale by non-affiliates of Restricted Securities without restriction) after
the later of the original issue date in respect of such Note and the last date
on which the Company or any Affiliate of the Company was the owner of such Note
(or any Predecessor Note thereto).


 


“Responsible Officer”
when used with respect to the Trustee means the chairman or vice-chairman of
the board of directors, the chairman or vice-chairman of the executive
committee of the board of directors, the president, any vice president or
assistant vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
trust officer or assistant trust officer, the controller and any assistant
controller or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.


 


“Restricted Payment
Transaction” means any Restricted Payment permitted pursuant to Section
409, any Permitted Payment, any Permitted Investment, or any transaction
specifically excluded from the definition of the term “Restricted Payment.”


 


27

















 


“Restricted Security”
has the meaning assigned to such term in Rule 144(a)(3) under the
Securities Act; provided, however, that the Trustee shall be
entitled to receive, at its request, and conclusively rely on an Opinion of
Counsel with respect to whether any Note constitutes a Restricted Security.


 


“Restricted Subsidiary”
means any Subsidiary of the Company other than an Unrestricted Subsidiary.


 


“S&P” means
Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc., and its successors.


 


“SEC” means the
Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Senior Credit
Agreement” means the Credit Agreement, dated as of the Issue Date, among
the Company, any other borrowers party thereto from time to time, Deutsche Bank
AG, New York Branch, as administrative agent, and the lenders party thereto
from time to time, as such agreement may be amended, supplemented, waived or
otherwise modified from time to time or refunded, refinanced, restructured,
replaced, renewed, repaid, increased or extended from time to time (whether in
whole or in part, whether with the original administrative agent and lenders or
other agents and lenders or otherwise, and whether provided under the original
Senior Credit Agreement or other credit agreements or otherwise).


 


“Senior Credit
Facility” means the collective reference to the Senior Credit Agreement,
any Loan Documents (as defined therein), any notes and letters of credit issued
pursuant thereto and any guarantee and collateral agreement, patent and
trademark security agreement, mortgages, letter of credit applications and
other guarantees, pledge agreements, security agreements and collateral
documents, and other instruments and documents, executed and delivered pursuant
to or in connection with any of the foregoing, in each case as the same may be
amended, supplemented, waived or otherwise modified from time to time, or
refunded, refinanced, restructured, replaced, renewed, repaid, increased or
extended from time to time (whether in whole or in part, whether with the
original agent and lenders or other agents and lenders or otherwise, and
whether provided under the original Senior Credit Agreement or one or more
other credit agreements, indentures (including the Senior Indenture or this
Indenture) or financing agreements or otherwise). Without limiting the
generality of the foregoing, the term “Senior Credit Facility” shall include
any agreement (i) changing the
maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as
additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred
thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and
conditions thereof.


 


“Senior
Indebtedness” means any Indebtedness of the Company or any Restricted
Subsidiary other than, in the case of the Company, Subordinated Obligations
and, in the case of any Subsidiary Guarantor, Guarantor Subordinated
Obligations.


 


28

















 


“Senior Subordinated
Indenture” means the Indenture of even date herewith among the Company, the
Subsidiary Guarantors parties thereto from time to time and the Trustee
governing the Company’s 8% Senior Subordinated Notes due 2014, as the same may
be amended, supplemented, waived or otherwise modified from time to time.


 


“Senior Subordinated
Notes” means the “Notes” as such term is defined in the Senior Subordinated
Indenture.


 


“Significant Domestic
Subsidiary” means any Domestic Subsidiary that is a Significant Subsidiary.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC, as in effect on the Issue Date.


 


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 307.


 


“Stated Maturity”
means, with respect to any security, the date specified in such security as the
fixed date on which the payment of principal of such security is due and
payable, including pursuant to any mandatory redemption provision (but
excluding any provision providing for the repurchase of such security at the
option of the holder thereof upon the happening of any contingency).


 


“Subordinated
Obligations” means any Indebtedness of the Company (whether outstanding on
the date of this Indenture or thereafter Incurred) that is expressly
subordinated in right of payment to the Notes pursuant to a written agreement.


 


“Subsidiary” of
any Person means any corporation, association, partnership or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock or other equity interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by (i)
such Person or (ii) one or more
Subsidiaries of such Person.


 


“Subsidiary Guarantee”
means any guarantee that may from time to time be entered into by a Restricted
Subsidiary of the Company pursuant to Section 414.


 


“Subsidiary Guarantor”
means any Restricted Subsidiary of the Company that enters into a Subsidiary
Guarantee.


 


“Supplemental
Indenture” means a Supplemental Indenture, to be entered into substantially
in the form attached hereto as Exhibit D.


 


29

















 


“Tax Sharing Agreement”
means the Tax Sharing Agreement, dated as of the Issue Date, among the Company,
Holding and CDRV Investors, as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with the terms thereof and
of this Indenture.


 


“Temporary Cash
Investments” means any of the following: (i)
any investment in (x) direct
obligations of the United States of America or any agency or instrumentality
thereof or obligations Guaranteed by the United States of America or any agency
or instrumentality thereof or (y)
direct obligations of any foreign country recognized by the United States of
America rated at least “A” by S&P or “A-1” by Moody’s (or, in either case,
the equivalent of such rating by such organization or, if no rating of S&P
or Moody’s then exists, the equivalent of such rating by any nationally
recognized rating organization), (ii)
overnight bank deposits, and investments in time deposit accounts, certificates
of deposit, bankers’ acceptances and money market deposits (or, with respect to
foreign banks, similar instruments) maturing not more than one year after the
date of acquisition thereof issued by (x)
any lender under the Senior Credit Agreement or any affiliate thereof or (y) a bank or trust company that is
organized under the laws of the United States of America, any state thereof or
any foreign country recognized by the United States of America having capital
and surplus aggregating in excess of $250 million (or the foreign currency
equivalent thereof) and whose long term debt is rated at least “A” by S&P
or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such
organization or, if no rating of S&P or Moody’s then exists, the equivalent
of such rating by any nationally recognized rating organization) at the time
such Investment is made, (iii)
repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (i) or (ii) above entered into with
a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper,
maturing not more than 270 days after the date of acquisition, issued by a
Person (other than that of the Company or any of its Subsidiaries), with a
rating at the time as of which any Investment therein is made of “P-2” (or
higher) according to Moody’s or “A-2” (or higher) according to S&P (or, in
either case, the equivalent of such rating by such organization or, if no
rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (v)
Investments in securities maturing not more than one year after the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States of America, or by any political subdivision or taxing
authority thereof, and rated at least “A” by S&P or “A” by Moody’s (or, in
either case, the equivalent of such rating by such organization or, if no
rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (vi)
Preferred Stock (other than that of the Company or any of its Subsidiaries)
having a rating of “A” or higher by S&P or “A2” or higher by Moody’s (or,
in either case, the equivalent of such rating by such organization or, if no
rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (vii)
investment funds investing 95% of their assets in securities of the type
described in clauses (i)-(vi) above (which funds may also hold reasonable
amounts of cash pending investment and/or distribution), (viii) any money market deposit accounts
issued or offered by a domestic commercial bank or a commercial bank organized
and located in a country recognized by the United States of America, in each
case, having capital and surplus in excess of $250 million (or the foreign
currency equivalent thereof), or investments in money market funds


 


30

















 


subject to the risk limiting conditions of Rule 2a-7
(or any successor rule) of the SEC under the Investment Company Act of 1940, as
amended, and (ix) similar
investments approved by the Board of Directors in the ordinary course of
business.


 


“TIA” means the
Trust Indenture Act of 1939 (15 U.S.C. ¶¶ 77aaa-77bbbb) as in effect on the
Issue Date.


 


“Trade Payables”
means, with respect to any Person, any accounts payable or any indebtedness or
monetary obligation to trade creditors created, assumed or guaranteed by such
Person arising in the ordinary course of business in connection with the
acquisition of goods or services.


 


“Transactions”
means, collectively, any or all of the following:  (i) the entry into this Indenture and the
Senior Subordinated Indenture, and the offer and issuance of the Notes and the
Senior Subordinated Notes, (ii)
the entry into the Senior Credit Facility and Incurrence of Indebtedness
thereunder by one or more of the Company and its Subsidiaries, (iii) the contribution of equity by Holding
to the Company, (iv) loans by
CDRV Acquisition and/or one or more of its Subsidiaries to one or more
Subsidiaries of VWR International Corporation, (v) the Acquisition, (vi)
the Mergers, (vii) the transfer
of ownership interests in one or more Foreign Subsidiaries to VWR International
Holdings, (viii) the transfer of
ownership interests in one or more Domestic Subsidiaries to one or more
Domestic Subsidiaries, and (ix)
all other transactions relating to any of the foregoing (including payment of
fees and expenses related to any of the foregoing).


 


“Trust Officer”
means the Chairman of the Board, the President or any other officer or
assistant officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.


 


“Trustee” means the
party named as such in the first paragraph of this Indenture until a successor
replaces it and, thereafter, means the successor.


 


“Unrestricted
Subsidiary” means (i) any
Subsidiary of the Company that at the time of determination is an Unrestricted
Subsidiary, as designated by the Board of Directors in the manner provided
below, and (ii) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
of the Company (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any
Lien on any property of, the Company or any other Restricted Subsidiary of the
Company that is not a Subsidiary of the Subsidiary to be so designated; provided that (A) such designation was made at or prior to the Issue Date
or (B) the Subsidiary to be so
designated has total consolidated assets of $1,000 or less or (C) if such Subsidiary has consolidated
assets greater than $1,000, then such designation would be permitted under Section
409.  The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided
that immediately after giving effect to such designation either (x) the Company could Incur at least
$1.00 of additional Indebtedness under Section 407(a) or (y) the Consolidated Coverage Ratio would
be greater than it was immediately prior to giving effect to such
designation.  Any such designation by the Board of


 


31

















 


Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Company’s
Board of Directors giving effect to such designation and an Officer’s Certificate
of the Company certifying that such designation complied with the foregoing
provisions.


 


“U.S. Government
Obligation” means (x) any
security that is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case under the preceding clause (i) or (ii), is not callable or redeemable at
the option of the issuer thereof, and (y)
any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
that is specified in clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any U.S. Government Obligation that is so
specified and held, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such
depositary receipt.


 


“Vice President”,
when used with respect to any Person, means any vice president of such Person,
whether or not designated by a number or a word or words added before or after
the title “vice president.”


 


“Voting Stock” of
an entity means all classes of Capital Stock of such entity then outstanding
and normally entitled to vote in the election of directors or all interests in
such entity with the ability to control the management or actions of such
entity.


 


“VWR
International Corporation” means VWR International Corporation, a Delaware
corporation, and any successor in interest thereto.


 


“VWR International
Holdings” means CDRV International Holdings II, Inc. (to be renamed VWR
International Holdings, Inc.), a Delaware corporation, and any successor in
interest thereto.


 


Section
102.           Other Definitions.


 


	
  Term

  	
   

  	
  Defined
  in

  Section

  
	
   

  	
   

  	
   

  
	
  “Act”

  	
   

  	
  108

  
	
  “Affiliate
  Transaction”

  	
   

  	
  412

  
	
  “Agent Members”

  	
   

  	
  312

  
	
  “Amendment”

  	
   

  	
  410

  



 


 


32

















 


	
  “Applicable Premium”

  	
   

  	
  1001

  
	
  “Authentication
  Order”

  	
   

  	
  303

  
	
  “Bankruptcy Law”

  	
   

  	
  601

  
	
  “Certificate of
  Beneficial Ownership”

  	
   

  	
  313

  
	
  “Covenant Defeasance”

  	
   

  	
  1203

  
	
  “Custodian”

  	
   

  	
  601

  
	
  “Defaulted Interest”

  	
   

  	
  307

  
	
  “Defeasance”

  	
   

  	
  1202

  
	
  “Defeased Notes”

  	
   

  	
  1201

  
	
  “Event of Default”

  	
   

  	
  601

  
	
  “Excess Proceeds”

  	
   

  	
  411

  
	
  “Expiration Date”

  	
   

  	
  108

  
	
  “Global Notes”

  	
   

  	
  201

  
	
  “Guaranteed Note
  Obligations”

  	
   

  	
  1301

  
	
  “Initial Agreement”

  	
   

  	
  410

  
	
  “Initial Lien”

  	
   

  	
  413

  
	
  “Note Register”
  and “Note Registrar”

  	
   

  	
  305

  
	
  “Notice of Default”

  	
   

  	
  601

  
	
  “Offer”

  	
   

  	
  411

  
	
  “Offshore Global
  Note”

  	
   

  	
  201

  
	
  “Offshore Note
  Exchange Date”

  	
   

  	
  313

  
	
  “Offshore Permanent
  Global Note”

  	
   

  	
  201

  
	
  “Offshore Physical
  Note”

  	
   

  	
  201

  
	
  “Offshore Temporary
  Global Note”

  	
   

  	
  201

  
	
  “Permitted Payment”

  	
   

  	
  409

  
	
  “Physical Notes”

  	
   

  	
  201

  
	
  “Private Placement
  Legend”

  	
   

  	
  203

  
	
  “Redemption Amount”

  	
   

  	
  1001

  
	
  “Redemption Price”

  	
   

  	
  1001

  
	
  “Refinancing
  Agreement”

  	
   

  	
  410

  
	
  “Restricted Payment”

  	
   

  	
  409

  
	
  “Subsidiary
  Guaranteed Obligation”

  	
   

  	
  1301

  
	
  “Successor Company”

  	
   

  	
  501

  
	
  “Treasury Rate”

  	
   

  	
  1001

  
	
  “U.S. Global Note”

  	
   

  	
  201

  
	
  “U.S. Physical Note”

  	
   

  	
  201

  



 


Section
103.           Rules of Construction.  For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


 


(1)  the terms defined in this Indenture
have the meanings assigned to them in this Indenture;


 


(2)  “or” is not exclusive;


 


33

















 


(3)  all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with GAAP;


 


(4)  the words “herein,” “hereof”
and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision;


 


(5)  all references to “$” or “dollars”
shall refer to the lawful currency of the United States of America;


 


(6)  the words “include,” “included”
and “including,” as used herein, shall be deemed in each case to be
followed by the phrase “without limitation,” if not expressly followed
by such phrase or the phrase “but not limited to”;


 


(7)  words in the singular include the
plural, and words in the plural include the singular; and


 


(8)  any reference to a Section or
Article refers to such Section or Article of this Indenture.


 


Section
104.           Incorporation by Reference of TIA.  Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.  This Indenture is subject to the
mandatory provisions of the TIA, which are incorporated by reference in and
made a part of this Indenture.  Any terms incorporated by reference in
this Indenture that are defined by the TIA, defined by any TIA reference to
another statute or defined by SEC rule under the TIA, have the meanings so
assigned to them therein.  The following TIA terms have the following
meanings:


 


“indenture securities”
means the Notes.


 


“indenture security
holder” means a Noteholder.


 


“indenture to be
qualified” means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Trustee.


 


“obligor” on the indenture securities means the
Company, any Subsidiary Guarantor, and any other obligor on the indenture securities.


 


Section
105.           Conflict with TIA.  If any provision hereof
limits, qualifies or conflicts with a provision of the TIA that is required
under the TIA to be a part of and govern this Indenture, the latter provision
shall control.  If any provision of this Indenture modifies or excludes
any provision of the TIA that may be so modified or excluded, the latter
provision shall be deemed (i) to
apply to this Indenture as so modified or (ii)
to be excluded, as the case may be.


 


34

















 


Section
106.           Compliance Certificates and
Opinions.  Upon any
application or request by the Company or by any other obligor upon the Notes
(including any Subsidiary Guarantor) to the Trustee to take any action under
any provision of this Indenture, the Company or such other obligor (including
any Subsidiary Guarantor), as the case may be, shall furnish to the Trustee
such certificates and opinions as may be required under the TIA.  Each
such certificate or opinion shall be given in the form of one or more Officer’s
Certificates, if to be given by an Officer, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the TIA and any
other requirements set forth in this Indenture.  Notwithstanding the
foregoing, in the case of any such request or application as to which the
furnishing of any Officer’s Certificate or Opinion of Counsel is specifically
required by any provision of this Indenture relating to such particular request
or application, no additional certificate or opinion need be furnished.


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (except for certificates provided for in Section
406) shall include:


 


(1)  a statement that the individual
signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;


 


(2)  a brief statement as to the nature
and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;


 


(3)  a statement that, in the opinion of
such individual, he or she made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been complied with; and


 


(4)  a statement as to whether, in the
opinion of such individual, such condition or covenant has been complied with.


 


Section
107.           Form of Documents Delivered to Trustee.  In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.


 


Any certificate or
opinion of an Officer may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
Officer knows that the certificate or opinion or representations with respect
to the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an Officer or Officers to the effect that the information
with respect to such


 


35

















 


factual matters is in the possession of the Company,
unless such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous.


 


Where any Person is
required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


Section
108.           Acts of Noteholders; Record Dates.  (a)  Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company, as the case may be.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 701)
conclusive in favor of the Trustee, the Company and any other obligor upon the
Notes, if made in the manner provided in this Section 108.


 


(b)          
The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by the
certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof.  Where such
execution is by an officer of a corporation or a member of a partnership or
other entity, on behalf of such corporation or partnership or other entity,
such certificate or affidavit shall also constitute sufficient proof of such
Person’s authority.  The fact and date of the execution of any such
instrument or writing, or the authority of the person executing the same, may
also be proved in any other manner that the Trustee deems sufficient.


 


(c)          
The
ownership of Notes shall be proved by the Note Register.


 


(d)          
Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Note shall bind the Holder of every Note issued
upon the transfer thereof or in exchange therefor or in lieu thereof, in respect
of anything done or suffered to be done by the Trustee, the Company or any
other obligor upon the Notes in reliance thereon, whether or not notation of
such action is made upon such Note.


 


(e)          
(i) 
The Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Notes entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders
of Notes, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph.  If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Notes


 


36

















 


on such record date (or their duly
designated proxies), and no other Holders, shall be entitled to take the
relevant action, whether or not such Persons remain Holders after such record
date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Notes on such record date.  Nothing in this paragraph shall be construed
to prevent the Company from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Notes on the date such action is taken. 
Promptly after any record date is set pursuant to this paragraph, the Company,
at its expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Notes in the manner set forth in Section 110.


 


(ii)          
The Trustee may set any day as a
record date for the purpose of determining the Holders of Outstanding Notes
entitled to join in the giving or making of (A) any
Notice of Default, (B) any
declaration of acceleration referred to in Section 602, (C) any request to institute
proceedings referred to in Section 607(ii) or (D) any direction referred to in Section
612, in each case with respect to Notes.  If any record date is set
pursuant to this paragraph, the Holders of Outstanding Notes on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided
that no such action shall be effective hereunder unless taken on or prior to
the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Notes on such record date.  Nothing in this paragraph shall be
construed to prevent the Trustee from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Notes on the date such action
is taken.  Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company’s expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of Notes in the manner
set forth in Section 110.


 


(iii)         
With respect to any record date
set pursuant to this Section 108, the party hereto that sets such
record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
Company or the Trustee, whichever such party is not setting a record date
pursuant to this Section 108(e) in writing, and to each Holder of
Notes in the manner set forth in Section 110, on or prior to the
existing Expiration Date.  If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto that
set such record date shall be deemed to have initially designated the 180th day


 


37

















 


after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as provided in this
paragraph.  Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.


 


(iv)         
Without limiting the foregoing,
a Holder entitled hereunder to take any action hereunder with regard to any
particular Note may do so with regard to all or any part of the principal
amount of such Note or by one or more duly appointed agents each of which may
do so pursuant to such appointment with regard to all or any part of such
principal amount.


 


Section
109.           Notices, etc., to Trustee and Company.  Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,


 


(1)  the Trustee by any Holder
or by the Company or by any other obligor upon the Notes shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at 213 Court Street, Suite 703, Middletown, CT 06457,
Attention:  Corporate Trust Department (telephone:  (860) 704-6217;
telecopier:  (860) 704-6219) or at any other address furnished in writing
to the Company by the Trustee, or


 


(2)  the Company by the
Trustee or by any Holder shall be sufficient for every purpose hereunder if in
writing and mailed, first-class postage prepaid, to the Company at VWR
International, Inc., 1310 Goshen Parkway, West Chester, PA 19380, Attention:
Chief Financial Officer (telephone: (610) 431-1700; telecopier:  (610)
436-1760), with copies to Debevoise & Plimpton LLP, 919 Third
Avenue, New York, New York 10022, Attention:  David Brittenham, Esq.
(telephone:  (212) 909-6000; telecopier:  (212) 909-6836), or at any
other address previously furnished in writing to the Trustee by the Company.


 


Section
110.           Notices to Holders; Waiver.  Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at such
Holder’s address as it appears in the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.  Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


 


38














In case, by reason of the
suspension of regular mail service, or by reason of any other cause, it shall
be impossible to mail notice of any event as required by any provision of this
Indenture, then such notification as shall be made with the approval of the
Trustee (such approval not to be unreasonably withheld) shall constitute a
sufficient notification for every purpose hereunder.


 


Section
111.                               
Effect of Headings and Table of
Contents.  The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


 


Section
112.                               
Successors and Assigns.  All covenants and
agreements in this Indenture by the Company shall bind its respective
successors and assigns, whether so expressed or not.


 


Section
113.                               
Separability Clause.  In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section
114.                               
Benefits of Indenture.  Nothing in this Indenture
or in the Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any Paying Agent and the
Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


Section
115.                               
GOVERNING LAW.  THIS INDENTURE AND THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT
OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT
TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE
BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.


 


Section
116.                               
Legal Holidays.  In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not
be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Notes) payment of interest or principal and
premium (if any) need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity.


 


Section
117.                               
No Personal Liability of Directors,
Officers, Employees, Incorporators and Stockholders.  No director,
officer, employee, incorporator or stockholder, as such, of the Company, any
Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability
for any obligation of the Company or any Subsidiary Guarantor under this
Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in
respect of, or by reason of, any


 


39

















 


such obligation or its
creation.  Each Noteholder, by accepting the Notes, waives and releases
all such liability.  The waiver and release are part of the consideration
for issuance of the Notes.


 


Section
118.                               
Exhibits and Schedules.  All exhibits and schedules
attached hereto are by this reference made a part hereof with the same effect
as if herein set forth in full.


 


Section
119.                               
Counterparts.  This Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.


 


ARTICLE II



NOTE FORMS


 


Section
201.                               
Forms Generally.  (a) The Notes and the
Trustee’s certificate of authentication relating thereto shall be in
substantially the forms set forth, or referenced, in this Article II and
Exhibit A annexed hereto, which Exhibit is hereby incorporated in and
expressly made a part of this Indenture.  The Notes may have such
appropriate insertions, omissions, substitutions, notations, legends,
endorsements, identifications and other variations as are required or permitted
by law, stock exchange rule or depositary rule or usage, agreements to which
the Company is subject, if any, or other customary usage, or as may
consistently herewith be determined by the Officers of the Company executing
such Notes, as evidenced by such execution (provided
always that any such notation, legend, endorsement, identification or variation
is in a form acceptable to the Company).  Each Note shall be dated the
date of its authentication.  The terms of the Notes set forth in Exhibit
A are part of the terms of this Indenture.  Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.


 


Initial Notes and any
Initial Additional Notes offered and sold in reliance on Rule 144A under
the Securities Act shall, unless (in the case of Additional Notes) the Company
otherwise notifies the Trustee in writing, be issued in the form of one or more
permanent global Notes in substantially the form set forth in Exhibit A
(each, a “U.S. Global Note”), deposited with the Trustee, as custodian
for the Depositary or its nominee, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  The aggregate
principal amount of a U.S. Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.


 


Initial Notes and any
Initial Additional Notes offered and sold in offshore transactions in reliance
on Regulation S under the Securities Act shall, unless (in the case of
Additional Notes) the Company otherwise notifies the Trustee in writing, be
issued in the form of one or more temporary global Notes in substantially the
form set forth in Exhibit A (each, an “Offshore Temporary Global Note”),
deposited with the Trustee, as custodian for the Depositary or its nominee,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.  Following the Offshore Note Exchange Date with respect to any
such Offshore Temporary Global Note, beneficial interests in the Offshore
Temporary Global Note shall be


 


40

















 


exchanged as provided in Sections 312 and 313
for beneficial interests in one or more permanent global Notes in the form of Exhibit A
(each an “Offshore Permanent Global Note” and, together with the
Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited
with the Trustee, as custodian for the Depositary or its nominee, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. 
Simultaneously with the authentication of an Offshore Permanent Global Note,
the Trustee shall cancel the related Offshore Temporary Global Note.  The
aggregate principal amount of an Offshore Global Note may from time to time be
increased or decreased by adjustments made in the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.


 


Subject to the
limitations on the issuance of certificated Notes set forth in Sections 312
and 313, Initial Notes and any Initial Additional Notes issued pursuant
to Section 305 in exchange for or upon transfer of beneficial
interests (x) in a U.S.
Global Note shall be in the form of permanent certificated Notes substantially
in the form set forth in Exhibit A (the “U.S. Physical Notes”) or
(y) in an Offshore Global Note
(if any), on or after the Offshore Note Exchange Date with respect to such
Offshore Global Note, shall be in the form of permanent certificated Notes
substantially in the form set forth in Exhibit A (the “Offshore
Physical Notes”), respectively, as hereinafter provided.


 


The U.S. Physical Notes
and Offshore Physical Notes shall be construed to include any certificated
Notes issued in respect thereof pursuant to Section 304, 305, 306
or 1008, and the U.S. Global Notes and Offshore Global Notes shall be
construed to include any global Notes issued in respect thereof pursuant to Section
304, 305, 306 or 1008.  The Offshore Physical
Notes and the U.S. Physical Notes, together with any other certificated Notes
issued and authenticated pursuant to this Indenture, are sometimes collectively
herein referred to as the “Physical Notes”.  The U.S. Global Notes
and the Offshore Global Notes, together with any other global Notes that are
issued and authenticated pursuant to this Indenture, are sometimes collectively
referred to as the “Global Notes.”


 


Exchange Notes shall be
issued substantially in the form set forth in Exhibit A and,
subject to Section 312(b), shall be in the form of one or more Global
Notes.


 


Section
202.                               
Form of Trustee’s Certificate of
Authentication.  The Notes will have
endorsed thereon a Trustee’s certificate of authentication in substantially the
following form:


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


Dated:


 


41

















 


If an appointment of an
Authenticating Agent is made pursuant to Section 714, the Notes may
have endorsed thereon, in lieu of the Trustee’s certificate of authentication,
an alternative certificate of authentication in substantially the following
form:


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


Dated:


 


Section
203.                               
Restrictive and Global Note Legends.  Each Global Note and
Physical Note shall bear the following legend set forth below (the “Private
Placement Legend”) on the face thereof until the Private Placement Legend
is removed or not required in accordance with Section 313(4):


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
SECURITIES LAWS OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH BELOW.  EACH PURCHASER OF THIS SECURITY IS
HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.


 


BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS SECURITY
(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1), (2), (3), OR (7) UNDER REGULATION D PROMULGATED UNDER THE
SECURITIES ACT (AN “ACCREDITED INVESTOR”) AND (2) AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) (I) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (II) FOR SO LONG AS


 


42

















 


THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED
ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE FOR THIS SECURITY), (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT
(IF AVAILABLE), (V) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (VI) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
OTHER JURISDICTIONS.  THE HOLDER OF THIS SECURITY FURTHER AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY
TRANSFER OF THIS SECURITY PURSUANT TO SUBCLAUSES (III) TO (V) OF CLAUSE (A)
ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE
COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF
THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS USED HEREIN, THE
TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE
MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


 


Each
Global Note, whether or not an Initial Note, shall also bear the following
legend on the face thereof:


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE


 


43

















 


HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 312 AND 313 OF THE INDENTURE (AS DEFINED
HEREIN).


 


Each Offshore Temporary
Global Note shall also bear the following legend on the face thereof:


 


EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL
OWNERSHIP INTERESTS IN THIS OFFSHORE TEMPORARY GLOBAL NOTE WILL NOT BE
EXCHANGEABLE FOR INTERESTS IN THE OFFSHORE PERMANENT GLOBAL NOTE OR ANY OTHER
SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO
NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION
OF THE “40 DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE
903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT).  DURING SUCH 40 DAY
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS OFFSHORE
TEMPORARY GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH
EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM, OR CLEARSTREAM
BANKING, SOCIÉTÉ ANONYME.  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF
THIS OFFSHORE TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST HEREON.


 


ARTICLE III



THE NOTES


 


Section 301.                               
Title and Terms.  The aggregate principal amount of
Notes that may be authenticated and delivered and Outstanding under this
Indenture is not limited.  The Initial Notes will be issued in an
aggregate principal amount of $200.0 million.  All the Notes shall
vote and consent together on all matters as one class, and none of the Notes
will have the right to vote or consent as a class separate from one another on
any matter.  Additional Notes (including any Exchange Notes issued in
exchange therefor) will vote (or consent) as a class with the other Notes and
otherwise be treated as Notes for all purposes of this Indenture.


 


The Notes shall be known
and designated as the “67/8% Senior Notes Due 2012”
of the Company.  The final Stated Maturity of the Notes shall be April 15,
2012.  Interest on the Outstanding principal amount of Notes will accrue at
the rate of 67/8% per annum and will be


 


44

















 


payable semi-annually in arrears on April 15 and
October 15 in each year, commencing on October 15, 2004, to holders of record
on the immediately preceding April 1 and October 1, respectively (each such
April 1 and October 1, a “Regular Record Date”).  Interest on the
Original Notes will accrue from the most recent date to which interest has been
paid or duly provided for or, if no interest has been paid, from April 13,
2004; and interest on any Additional Notes (and Exchange Notes issued in
exchange therefor) will accrue (or will be deemed to have accrued) from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid on such Additional Notes, from the Interest Payment Date
immediately preceding the date of issuance of such Additional Notes, or if the
date of issuance of such Additional Notes is an Interest Payment Date, from
such date of issuance; provided
that if any Note is surrendered for exchange on or after a record date for an
Interest Payment Date that will occur on or after the date of such exchange,
interest on the Note received in exchange thereof will accrue from the date of
such Interest Payment Date.


 


The principal of, and
premium, if any, and interest on, the Notes shall be payable, and the Notes may
be exchanged or transferred, at the office or agency of the Company maintained
for that purpose (which initially shall be the Corporate Trust Office of the
Trustee) (the “Place of Payment”); provided,
however, that at the option of
the Company payment of interest on a Note may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Note
Register.


 


Section
302.                               
Denominations.  The Notes shall be issuable
only in fully registered form, without coupons, and only in denominations of
$1,000 and any integral multiple thereof.


 


Section
303.                               
Execution, Authentication and
Delivery and Dating.  The Notes shall be executed
on behalf of the Company by one Officer of the Company.  The signature of
any such Officer on the Notes may be manual or facsimile.


 


Notes bearing the manual
or facsimile signature of an individual who was at any time a proper Officer of
the Company shall bind the Company, notwithstanding that such individual has
ceased to hold such office prior to the authentication and delivery of such
Notes or did not hold such office at the date of such Notes.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may
deliver Notes executed by the Company to the Trustee for authentication; and
the Trustee shall authenticate and deliver (i) Initial
Notes for original issue in the aggregate principal amount not to exceed $200.0
million, (ii) Additional Notes in
one or more series from time to time for original issue in aggregate principal
amounts specified by the Company and (iii)
Exchange Notes from time to time for issue in exchange for a like principal
amount of Initial Notes or Initial Additional Notes, in each case specified in
clauses (i) through (iii) above, upon a written order of the Company in the
form of an Officer’s Certificate of the Company (an “Authentication Order”). 
Such Officer’s Certificate shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated, whether
the Notes are to be Initial Notes, Additional Notes or Exchange Notes and
whether the Notes are to


 


45

















 


be issued as one or more Global Notes or Physical
Notes and such other information as the Company may include or the Trustee may
reasonably request.


 


All Notes shall be dated
the date of their authentication.


 


No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose,
unless there appears on such Note a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.


 


Section
304.                               
Temporary Notes.  Until definitive Notes are
ready for delivery, the Company may prepare and upon receipt of an
Authentication Order the Trustee shall authenticate temporary Notes. 
Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Company consider appropriate for temporary
Notes.  If temporary Notes are issued, the Company will cause definitive
Notes to be prepared without unreasonable delay.  After the preparation of
definitive Notes, the temporary Notes shall be exchangeable for definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Company in a Place of Payment, without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Notes the Company shall
execute and upon receipt of an Authentication Order the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations.  Until so exchanged the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes of the same series and tenor.


 


Section
305.                               
Registration, Registration of
Transfer and Exchange.  The Company shall cause to
be kept at the Corporate Trust Office of the Trustee a register (the register
maintained in such office and in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to as the “Note
Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Notes and of transfers of
Notes.  The Trustee is hereby appointed “Note Registrar” for the
purpose of registering Notes and transfers of Notes as herein provided.


 


Upon surrender for
transfer of any Note at the office or agency of the Company in a Place of
Payment, in compliance with all applicable requirements of this Indenture and
applicable law, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Notes of the same series, of any authorized denominations and of a
like aggregate principal amount.


 


At the option of the
Holder, Notes may be exchanged for other Notes of the same series, of any
authorized denominations and of a like tenor and aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency. 
Whenever any Notes are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Notes that the Holder
making the exchange is entitled to receive.


 


46

















 


All Notes issued upon any
transfer or exchange of Notes shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes surrendered upon such transfer or exchange.


 


Every Note presented or
surrendered for transfer or exchange shall (if so required by the Company or
the Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Note Registrar duly
executed, by the Holder thereof or such Holder’s attorney duly authorized in
writing.


 


No service charge shall
be made for any registration, transfer or exchange of Notes, but the Company
may require payment of a sum sufficient to cover any transfer tax or other
governmental charge that may be imposed in connection therewith.


 


The Company shall not be
required (i) to issue, transfer
or exchange any Note during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption (or purchase) of
Notes selected for redemption (or purchase) under Section 1004 and
ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Note so
selected for redemption (or purchase) in whole or in part.


 


Section
306.                               
Mutilated, Destroyed, Lost and
Stolen Notes.  If (i)
any mutilated Note is surrendered to the Trustee, or the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Note, and (ii) there
is delivered to the Company and the Trustee such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Note has been acquired by a bona
fide purchaser, the Company shall execute and upon receipt of an Authentication
Order the Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor
and principal amount, bearing a number not contemporaneously Outstanding.


 


In case any such
mutilated, destroyed, lost or stolen Note has become or is about to become due
and payable, the Company in its discretion may, instead of issuing a new Note,
pay such Note.


 


Upon the issuance of any
new Note under this Section 306, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.


 


Every new Note issued
pursuant to this Section 306 in lieu of any destroyed, lost or
stolen Note shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Note shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and ratably with any and all other Notes duly issued
hereunder.


 


47

















 


The provisions of this Section 306
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.


 


Section
307.                               
Payment of Interest Rights
Preserved.  Interest on
any Note that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Note (or
one or more Predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest specified in Section 301.


 


Any interest on any Note
that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of having been such Holder; and such Defaulted Interest
may be paid by the Company, at its election, as provided in clause (1) or
clause (2) below:


 


(1)  The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner.  The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Note and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements reasonably satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
provided in this clause (1).  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 nor less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first class postage prepaid, to each Holder
at such Holder’s address as it appears in the Note Register, not less than 10
days prior to such Special Record Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Notes (or their respective Predecessor Notes) are registered on such Special
Record Date and shall no longer be payable pursuant to the following clause
(2).


 


(2)  The Company may make
payment of any Defaulted Interest in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to
this clause (2), such payment shall be deemed practicable by the Trustee.


 


48

















 


Subject to the foregoing
provisions of this Section 307, each Note delivered under this Indenture
upon transfer of or in exchange for or in lieu of any other Note shall carry
the rights to interest accrued and unpaid, and to accrue, that were carried by
such other Note.


 


Section
308.                               
Persons Deemed Owners.  The Company, any Subsidiary
Guarantor, the Trustee and any agent of any of them may treat the Person in
whose name any Note is registered as the owner of such Note for the purpose of
receiving payment of principal of (and premium, if any), and (subject to Section
307) interest on, such Note and for all other purposes whatsoever, whether
or not such Note be overdue, and neither the Company, any Subsidiary Guarantor,
the Trustee nor any agent of any of them shall be affected by notice to the
contrary.


 


Section
309.                               
Cancellation.  All Notes surrendered for
payment, redemption, transfer, exchange or conversion shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and, if not
already cancelled, shall be promptly cancelled by it.  The Company may at
any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by
the Trustee.  No Notes shall be authenticated in lieu of or in exchange
for any Notes cancelled as provided in this Section, except as expressly
permitted by this Indenture.  All cancelled Notes held by the Trustee
shall be disposed of as directed by a Company Order of the Company and in
accordance with Section 313.


 


Section
310.                               
Computation of Interest.  Interest on the Notes shall
be computed on the basis of a 360-day year of twelve 30-day months.


 


Section
311.                               
CUSIP Numbers.  The Company in issuing the
Notes may use “CUSIP” numbers (if then generally in use), and if so, the
Trustee may use the CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; provided,
however, that any such notice may
state that no representation is made as to the correctness or accuracy of the
CUSIP number printed in the notice or on the Notes, and that reliance may be
placed only on the other identification numbers printed on the Notes.


 


Section
312.                               
Book-Entry Provisions for Global
Notes.  (a) Each
Global Note initially shall (i)
be registered in the name of the Depositary for such Global Note or the nominee
of such Depositary and (ii) be
delivered to the Trustee as custodian for such Depositary.  Neither the
Company nor any agent of the Company shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Note, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


 


Members of, or
participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Note, and the Depositary may be
treated by the Company, any other obligor upon the Notes, the Trustee and any
agent of any of them as the absolute owner of such Global Note for all purposes
whatsoever.  Notwithstanding the


 


49

















 


foregoing, nothing herein shall prevent the Company,
any other obligor upon the Notes, the Trustee or any agent of any of them from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a beneficial owner of any Note.  The registered holder of a
Global Note may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to
take any action that a Holder is entitled to take under this Indenture or the
Notes.


 


(b)                                
Transfers
of a Global Note shall be limited to transfers of such Global Note in whole,
but, subject to the immediately succeeding sentence, not in part, to the
Depositary, its successors or their respective nominees.  Interests of
beneficial owners in a Global Note may not be transferred or exchanged for
Physical Notes unless (i) the
Company has consented thereto in writing, or such transfer or exchange is made
pursuant to the next sentence, and (ii) such
transfer or exchange is in accordance with the applicable rules and procedures
of the Depositary and the provisions of Sections 305 and 313. 
Subject to the limitation on issuance of Physical Notes set forth in Section 313(3),
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the relevant Global Note, if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for the Global
Note or the Depositary ceases to be a “Clearing Agency” registered under the
Exchange Act and in either case a successor depositary is not appointed by the
Company within 90 days, (ii) the
Company, at its option, notifies the Trustee in writing that it is electing to
cause the issuance of Physical Notes under this Indenture or (iii) an Event of Default has occurred
and is continuing and the Trustee has received a written request from the
Depositary to issue Physical Notes.


 


(c)                                 
In
connection with any transfer or exchange of a portion of the beneficial
interest in any Global Note to beneficial owners for Physical Notes pursuant to
Section 312(b), the Note Registrar shall record on its books and records
the date and a decrease in the principal amount of such Global Note in an
amount equal to the beneficial interest in the Global Note being transferred,
and the Company shall execute, and the Trustee shall authenticate and deliver,
one or more Physical Notes of like tenor and principal amount of authorized
denominations.


 


(d)                                
In
connection with a transfer of an entire Global Note to beneficial owners
pursuant to Section 312(b), the applicable Global Note shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
the applicable Global Note, an equal aggregate principal amount at maturity of
U.S. Physical Notes (in the case of any U.S. Global Note), Offshore Physical
Notes (in the case of any Offshore Global Note) or other Physical Notes (in the
case of any other Global Note), as the case may be, of authorized
denominations.


 


(e)                                 
The
transfer and exchange of a Global Note or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth in Section 313) and the
procedures of the Depositary therefor.


 


50

















 


Any beneficial interest in one of
the Global Notes that is transferred to a Person who takes delivery in the form
of an interest in a different Global Note will, upon transfer, cease to be an
interest in such Global Note and become an interest in the other Global Note
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Note for as long as it remains such an interest.  A transferor of a
beneficial interest in a Global Note shall deliver to the Registrar a written
order given in accordance with the Depositary’s procedures containing
information regarding the participant account of the Depositary to be credited
with a beneficial interest in the relevant Global Note.  Subject to Section
313, the Registrar shall, in accordance with such instructions, instruct
the Depositary to credit to the account of the Person specified in such
instructions a beneficial interest in such Global Note and to debit the account
of the Person making the transfer the beneficial interest in the Global Note
being transferred.


 


(f)                                   
Any
Physical Note delivered in exchange for an interest in a Global Note pursuant
to Section 312(b) shall, unless such exchange is made on or after the
Resale Restriction Termination Date applicable to such Note and except as
otherwise provided in Section 203 and Section 313, bear the
Private Placement Legend.


 


(g)                                
The
Company, any other obligor upon the Notes or the Trustee, in the discretion of
any of them, may treat as the Act of a Holder any instrument or writing of any
Person that is identified by the Depositary as the owner of a beneficial
interest in the Global Note, provided
that the fact and date of the execution of such instrument or writing is proved
in accordance with Section 108(b).


 


Section
313.                               
Special Transfer Provisions.


 


(1)  Transfers
to Non-U.S. Persons.  The following provisions shall apply with respect to
the registration of any proposed transfer of a Note that is a Restricted
Security to any Non-U.S. Person:  The Note Registrar shall register such
transfer if it complies with all other applicable requirements of this Indenture
(including Section 305) and,


 


(a)                                 
if (x) such transfer is after the relevant
Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered
to the Note Registrar a Regulation S Certificate and, unless otherwise agreed
by the Company and the Trustee, an opinion of counsel, certifications and other
information satisfactory to the Company and the Trustee, and


 


(b)                                
if the proposed
transferor is or is acting through an Agent Member holding a beneficial
interest in a Global Note, upon receipt by the Note Registrar of (x) the
certificate, opinion, certifications and other information, if any, required by
clause (a) above and (y) written instructions given in accordance with the
Depositary’s and the Note Registrar’s procedures;


 


whereupon (i)
the Note Registrar shall reflect on its books and records the date and (if the
transfer does not involve a transfer of any Outstanding Physical Note) a
decrease in the principal


 


51

















 


amount of the relevant Global Note in an amount equal
to the principal amount of the beneficial interest in the relevant Global Note
to be transferred, and (ii)
either (A) if the proposed transferee
is or is acting through an Agent Member holding a beneficial interest in a
relevant Offshore Global Note, the Trustee shall reflect on its books and
records the date and an increase in the principal amount of such Offshore
Global Note in an amount equal to the principal amount of the beneficial
interest being so transferred or (B)
otherwise the Company shall execute and the Trustee shall authenticate and
deliver one or more Physical Notes of like tenor and amount.


 


(2)                                 
Transfers
to QIBs.  The following provisions shall apply with respect to the
registration of any proposed transfer of a Note that is a Restricted Security
to a QIB (excluding transfers to Non-U.S. Persons):  The Note Registrar
shall register such transfer if it complies with all other applicable
requirements of this Indenture (including Section 305) and,


 


(a)                                 
if such transfer is
being made by a proposed transferor who has checked the box provided for on the
form of such Note stating, or has otherwise certified to the Company and the
Note Registrar in writing, that the sale has been made in compliance with the
provisions of Rule 144A to a transferee who has signed the certification
provided for on the form of such Note stating, or has otherwise certified to
the Company and the Note Registrar in writing, that it is purchasing such Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a QIB within the
meaning of Rule 144A, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as it has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A; and


 


(b)                                
if the proposed
transferee is an Agent Member, and the Note to be transferred consists of a
Physical Note that after transfer is to be evidenced by an interest in a Global
Note or consists of a beneficial interest in a Global Note that after the
transfer is to be evidenced by an interest in a different Global Note, upon
receipt by the Note Registrar of written instructions given in accordance with
the Depositary’s and the Note Registrar’s procedures, whereupon the Note
Registrar shall reflect on its books and records the date and an increase in
the principal amount of the transferee Global Note in an amount equal to the
principal amount of the Physical Note or such beneficial interest in such
transferor Global Note to be transferred, and the Trustee shall cancel the
Physical Note so transferred or reflect on its books and records the date and a
decrease in the principal amount of such transferor Global Note, as the case
may be.


 


(3)                                 
Limitation on
Issuance of Physical Notes.  No Physical Note shall be exchanged for a
beneficial interest in any Global Note, except in accordance with Section
312 and this Section 313.


 


A beneficial owner of an
interest an Offshore Temporary Global Note (and, in the case of any Additional
Notes for which no Offshore Temporary Global Note is issued, any


 


52

















 


Offshore Global Note) shall not be permitted to
exchange such interest for a Physical Note or (in the case of such interest in
an Offshore Temporary Global Note) an interest in an Offshore Permanent Global
Note until a date, which must be after the expiration of the distribution
compliance period set forth in Regulation S, on which the Company receives a
certificate of beneficial ownership substantially in the form of Exhibit B
from such beneficial owner (a “Certificate of Beneficial Ownership”). 
Such date, as it relates to an Offshore Global Note, is herein referred to as
the “Offshore Note Exchange Date.”


 


(4)                                 
Private Placement
Legend. 
Upon the transfer, exchange or replacement of Notes not bearing the Private
Placement Legend, the Note Registrar shall deliver Notes that do not bear the
Private Placement Legend.  Upon the transfer, exchange or replacement of
Notes bearing the Private Placement Legend, the Note Registrar shall deliver
only Notes that bear the Private Placement Legend unless (i) the requested transfer is after
the relevant Resale Restriction Termination Date with respect to such Notes, (ii) upon written request of the Company
after there is delivered to the Note Registrar an opinion of counsel (which
opinion and counsel are satisfactory to the Company and the Trustee) to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act, (iii) with respect to
an Offshore Global Note (on or after the Offshore Note Exchange Date with
respect to such Offshore Global Note) or Offshore Physical Note, in each case
with the agreement of the Company, or (iv)
such Notes are sold or exchanged pursuant to an effective registration
statement under the Securities Act.


 


(5)                                 
Other Transfers.  The Note Registrar shall effect
and register, upon receipt of a written request from the Company to do so, a
transfer not otherwise permitted by this Section 313, such registration
to be done in accordance with the otherwise applicable provisions of this Section
313, upon the furnishing by the proposed transferor or transferee of a
written opinion of counsel (which opinion and counsel are satisfactory to the
Company and the Trustee) to the effect that, and such other certifications or
information as the Company or the Trustee may require (including, in the case
of a transfer to an Accredited Investor (as defined in Rule 501(a)(1), (2), (3)
or (7) under Regulation D promulgated under the Securities Act), a certificate
substantially in the form of Exhibit F) to confirm that, the proposed
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.


 


A Note that is a
Restricted Security may not be transferred other than as provided in this Section
313.  A beneficial interest in a Global Note that is a Restricted Security
may not be exchanged for a beneficial interest in another Global Note other
than through a transfer in compliance with this Section 313.


 


(6)                                 
General.  By its acceptance of any Note
bearing the Private Placement Legend, each Holder of such a Note acknowledges
the restrictions on transfer of such Note set forth in this Indenture and in
the Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture.


 


53

















 


The Note Registrar shall
retain copies of all letters, notices and other written communications received
pursuant to Section 312 or this Section 313 (including all Notes
received for transfer pursuant to Section 313).  The Company shall
have the right to require the Note Registrar to deliver to the Company, at the
Company’s expense, copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Note Registrar.


 


In connection with any
transfer of any Note, the Trustee, the Note Registrar and the Company shall be
entitled to receive, shall be under no duty to inquire into, may conclusively
presume the correctness of, and shall be fully protected in relying upon the
certificates, opinions and other information referred to herein (or in the
forms provided herein, attached hereto or to the Notes, or otherwise) received
from any Holder and any transferee of any Note regarding the validity, legality
and due authorization of any such transfer, the eligibility of the transferee
to receive such Note and any other facts and circumstances related to such
transfer.


 


Section
314.                               
Payment of Additional Interest.  (a)  Under certain circumstances
the Company will be obligated to pay certain additional amounts of interest to
the Holders of certain Initial Notes, as more particularly set forth in such
Initial Notes.


 


(b)                                
Under
certain circumstances the Company may be obligated to pay certain additional
amounts of interest to the Holders of certain Initial Additional Notes, as may
be more particularly set forth in such Initial Additional Notes.


 


(c)                                 
Prior
to any Interest Payment Date on which any such additional interest is payable,
the Company shall give notice to the Trustee of the amount of any additional
interest due on such Interest Payment Date.


 


ARTICLE IV



COVENANTS


 


Section
401.                               
Payment of Principal, Premium and
Interest.  The Company shall duly and punctually pay
the principal of (and premium, if any) and interest on the Notes in accordance
with the terms of the Notes and this Indenture.


 


Section
402.                               
Maintenance of Office or Agency.  The Company shall maintain
an office or agency where Notes may be presented or surrendered for payment,
where Notes may be surrendered for transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may
be served.  The Company shall give prompt written notice to the Trustee of
the location, and of any change in the location, of such office or
agency.  If at any time the Company shall fail to maintain such office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.  The Company hereby designates the
Corporate Trust Office as the initial Place of Payment and appoints the Trustee
its


 


54

















 


agent to receive all such
presentations, surrenders, notices and demands so long as such Corporate Trust
Office remains the Place of Payment.


 


Section
403.                               
Money for Payments to Be Held in
Trust.  If the Company
shall at any time act as its own Paying Agent, it shall, on or before each due
date of the principal of (and premium, if any) or interest on, any of the
Notes, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its
action or failure so to act.


 


If the Company is not
acting as its own Paying Agent, it shall, on or prior to each due date of the
principal of (and premium, if any) or interest on, any Notes, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company shall promptly notify the Trustee of
its action or failure so to act.


 


If the Company is not
acting as its own Paying Agent, the Company shall cause any Paying Agent other
than the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section 403,
that such Paying Agent shall


 


(1)  hold all sums held by it
for the payment of principal of (and premium, if any) or interest on Notes in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;


 


(2)  give the Trustee notice
of any default by the Company (or any other obligor upon the Notes) in the
making of any such payment of principal (and premium, if any) or interest;


 


(3)  at any time during the
continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent;
and


 


(4)  acknowledge, accept and
agree to comply in all respects with the provisions of this Indenture and TIA
relating to the duties, rights and liabilities of such Paying Agent.


 


The Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this Indenture
or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the Company or such Paying Agent; and, upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from
all further liability with respect to such money.


 


55

















 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium, if any) or interest on any Note and
remaining unclaimed for two years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.


 


Section
404.                               
[Reserved.]


 


Section
405.                               
SEC Reports.  Notwithstanding that the Company may not be
required to be or remain subject to the reporting requirements of Section 13(a)
or 15(d) of the Exchange Act, the Company shall file with the SEC (unless such
filing is not permitted under the Exchange Act or by the SEC), so long as the
Notes are Outstanding, the annual reports, information, documents and other
reports that the Company is required to file with the SEC pursuant to such
Section 13(a) or 15(d) or would be so required to file if the Company were so
subject.  The Company shall also, within 15 days (30 days, in the case of
information, documents and reports for the quarters ended March 31 and June 30,
2004) after the date on which the Company was so required to file or would be
so required to file if the Company were so subject, transmit by mail to all
Holders, as their names and addresses appear in the Note Register, and to the
Trustee copies of any such information, documents and reports (without exhibits)
so required to be filed.  The Company shall be deemed to have satisfied
such requirements if any Parent files and provides reports, documents and
information of the types otherwise so required, in each case within the
applicable time periods, and the Company is not required to file such reports,
documents and information separately under the applicable rules and regulations
of the SEC (after giving effect to any exemptive relief) because of the filings
by such Parent.  The Company also shall comply with the other provisions
of TIA § 314(a).


 


Section
406.                               
Statement as to Default.  The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, an Officer’s Certificate to the effect
that to the best knowledge of the signer thereof the Company is or is not in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and, if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which such
signer may have knowledge.  To the extent required by the TIA, each
Subsidiary Guarantor shall comply with TIA § 314(a)(4).  The
individual signing any certificate given by any Person pursuant to this Section
406 shall be the principal executive, financial or accounting officer of
such Person, in compliance with TIA § 314(a)(4).


 


Section
407.                               
Limitation on Indebtedness.  (a)  The Company shall
not, and shall not permit any Restricted Subsidiary to, Incur any Indebtedness;
provided, however, that the Company or any
Subsidiary Guarantor may Incur Indebtedness if on the date of the Incurrence of


 


56

















 


such Indebtedness, after giving
effect to the Incurrence thereof, the Consolidated Coverage Ratio would be
greater than 2.00:1.00.


 


(b)                                
Notwithstanding
the foregoing paragraph (a), the Company and its Restricted Subsidiaries
may Incur the following Indebtedness:


 


(i)                                    
Indebtedness Incurred pursuant
to any Credit Facility (including in respect of letters of credit or bankers’
acceptances issued or created thereunder) and Indebtedness of any Foreign
Subsidiary Incurred other than under any Credit Facility, and (without limiting
the foregoing), in each case, any Refinancing Indebtedness in respect thereof,
in a maximum principal amount at any time outstanding not exceeding in the
aggregate the amount equal to (A)
$800.0 million, plus (B) the
amount, if any, by which (x) the
Borrowing Base minus (y) the
aggregate principal amount of Indebtedness Incurred by a Receivables Subsidiary
and then outstanding pursuant to clause (ix) of this paragraph (b), or by a
Foreign Subsidiary and then outstanding pursuant to clause (xi) of this
paragraph (b), exceeds $221.9 million, plus (C)
in the case of any refinancing of any Credit Facility or any portion thereof,
the aggregate amount of fees, underwriting discounts, premiums and other costs
and expenses incurred in connection with such refinancing;


 


(ii)                                 
Indebtedness (A) of any Restricted Subsidiary to the
Company or (B) of the Company or
any Restricted Subsidiary to any Restricted Subsidiary; provided that any subsequent issuance or
transfer of any Capital Stock of such Restricted Subsidiary to which such
Indebtedness is owed, or other event, that results in such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent
transfer of such Indebtedness (except to the Company or a Restricted
Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by
the issuer thereof not permitted by this clause (ii);


 


(iii)                              
Indebtedness represented by the
Senior Subordinated Notes issued on the Issue Date (or any Senior Subordinated
Notes issued in respect thereof or in exchange therefor) and the Notes (other
than any Additional Notes), any Indebtedness outstanding on the Issue Date
(other than the Indebtedness described in clauses (i) or (ii) above) and any
Refinancing Indebtedness Incurred in respect of any Indebtedness described in
this clause (iii) or paragraph (a) above;


 


(iv)                             
Purchase Money Obligations and
Capitalized Lease Obligations, and any Refinancing Indebtedness with respect
thereto, in an aggregate principal amount at any time outstanding not exceeding
an amount equal to 5% of Consolidated Tangible Assets;


 


(v)                                
Indebtedness consisting of
accommodation guarantees for the benefit of trade creditors of the Company or
any of its Restricted Subsidiaries;


 


(vi)                             
((A) Guarantees by the Company or any Restricted Subsidiary of
Indebtedness or any other obligation or liability of the Company or any
Restricted Subsidiary (other than any Indebtedness Incurred by the Company or
such Restricted


 


57

















 


Subsidiary, as the case may be, in violation of this Section
407), or (B) without limiting
Section 413, Indebtedness of the Company or any Restricted Subsidiary
arising by reason of any Lien granted by or applicable to such Person securing
Indebtedness of the Company or any Restricted Subsidiary (other than any
Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case
may be, in violation of this Section 407);


 


(vii)                          
Indebtedness of the Company or
any Restricted Subsidiary (A)
arising from the honoring of a check, draft or similar instrument of such
Person drawn against insufficient funds, provided
that such Indebtedness is extinguished within five Business Days of its Incurrence,
or (B) consisting of guarantees,
indemnities, obligations in respect of earnouts or other purchase price
adjustments, or similar obligations, Incurred in connection with the
acquisition or disposition of any business, assets or Person;


 


(viii)                       
Indebtedness of the Company or
any Restricted Subsidiary in respect of (A)
letters of credit, bankers’ acceptances or other similar instruments or
obligations issued, or relating to liabilities or obligations incurred, in the
ordinary course of business (including those issued to governmental entities in
connection with self-insurance under applicable workers’ compensation
statutes), or (B) completion
guarantees, surety, judgment, appeal or performance bonds, or other similar
bonds, instruments or obligations, provided, or relating to liabilities or
obligations incurred, in the ordinary course of business, or (C) Hedging Obligations, entered into for
bona fide hedging purposes, or (D) Management
Guarantees, or (E) the financing
of insurance premiums in the ordinary course of business;


 


(ix)                               
Indebtedness of a Receivables
Subsidiary secured by a Lien on all or part of the assets disposed of in, or
otherwise Incurred in connection with, a Financing Disposition;


 


(x)                                  
Indebtedness of any Person that
is assumed by the Company or any Restricted Subsidiary in connection with its
acquisition of assets from such Person or any Affiliate thereof or is issued
and outstanding on or prior to the date on which such Person was acquired by
the Company or any Restricted Subsidiary or merged or consolidated with or into
any Restricted Subsidiary (other than Indebtedness Incurred to finance, or
otherwise Incurred in connection with, such acquisition), provided that on the date of such
acquisition, merger or consolidation, after giving effect thereto, the Company
could Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a)
above; and any Refinancing Indebtedness with respect to any such Indebtedness;


 


(xi)                               
Indebtedness of any Foreign
Subsidiary Incurred for working capital purposes in an aggregate principal
amount at any time outstanding not exceeding an amount equal to the sum
(determined as of the end of the most recently ended fiscal quarter for which
consolidated financial statements of the Company are available) of (A) 90% of Receivables of all Foreign
Subsidiaries and (B) 75% of
Inventory of all Foreign Subsidiaries; and


 


58

















 


(xii)                            
Indebtedness of the Company or
any Restricted Subsidiary in an aggregate principal amount at any time
outstanding not exceeding an amount equal to 5% of Consolidated Tangible
Assets.


 


(c)                                 
For
purposes of determining compliance with, and the outstanding principal amount
of any particular Indebtedness Incurred pursuant to and in compliance with,
this Section 407, (i) any
other obligation of the obligor on such Indebtedness (or of any other Person
who could have Incurred such Indebtedness under this Section 407)
arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or
other similar instrument or obligation supporting such Indebtedness shall be disregarded
to the extent that such Guarantee, Lien or letter of credit, bankers’
acceptance or other similar instrument or obligation secures the principal
amount of such Indebtedness; (ii)
in the event that Indebtedness meets the criteria of more than one of the types
of Indebtedness described in paragraph (b) above, the Company, in its sole
discretion, shall classify such item of Indebtedness and may include the amount
and type of such Indebtedness in one or more of such clauses (including in part
under one such clause and in part under another such clause); and (iii) the amount of Indebtedness issued at
a price that is less than the principal amount thereof shall be equal to the
amount of the liability in respect thereof determined in accordance with GAAP. 
Any Indebtedness Incurred by the Company on the Issue Date under the Senior
Credit Facility shall be classified as Incurred under Section 407(b),
and not under Section 407(a).


 


(d)                                
For
purposes of determining compliance with any Dollar-denominated restriction on
the Incurrence of Indebtedness denominated in a foreign currency, the
Dollar-equivalent principal amount of such Indebtedness Incurred pursuant
thereto shall be calculated based on the relevant currency exchange rate in
effect on the date that such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness,
provided that (x) the Dollar-equivalent principal amount
of any such Indebtedness outstanding on the Issue Date shall be calculated
based on the relevant currency exchange rate in effect on the Issue Date, (y) if such Indebtedness is Incurred to
refinance other Indebtedness denominated in a foreign currency, and such
refinancing would cause the applicable Dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the
date of such refinancing, such Dollar-denominated restriction shall be deemed
not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being
refinanced and (z) the
Dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency and Incurred pursuant to the Senior Credit Facility shall be
calculated based on the relevant currency exchange rate in effect on, at the
Company’s option, (i) the Issue
Date, (ii) any date on which any
of the respective commitments under the Senior Credit Facility shall be
reallocated between or among facilities or subfacilities thereunder, or on
which such rate is otherwise calculated for any purpose thereunder, or (iii) the date of such Incurrence. 
The principal amount of any Indebtedness Incurred to refinance other
Indebtedness, if Incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such respective Indebtedness is denominated that is
in effect on the date of such refinancing.


 


59

















 


Section
408.                               
[Reserved].


 


Section
409.                               
Limitation on Restricted Payments.  (a)  The Company shall
not, and shall not permit any Restricted Subsidiary, directly or indirectly, to
(i) declare or pay any dividend
or make any distribution on or in respect of its Capital Stock (including any
such payment in connection with any merger or consolidation to which the
Company is a party) except (x)
dividends or distributions payable solely in its Capital Stock (other than
Disqualified Stock) and (y)
dividends or distributions payable to the Company or any Restricted Subsidiary
(and, in the case of any such Restricted Subsidiary making such dividend or
distribution, to other holders of its Capital Stock on no more than a pro rata basis, measured by value), (ii) purchase, redeem, retire or otherwise
acquire for value any Capital Stock of the Company held by Persons other than
the Company or a Restricted Subsidiary, (iii)
voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily
acquire or retire for value, prior to scheduled maturity, scheduled repayment
or scheduled sinking fund payment, any Subordinated Obligations (other than a
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of
such acquisition or retirement) or (iv)
make any Investment (other than a Permitted Investment) in any Person (any such
dividend, distribution, purchase, redemption, repurchase, defeasance, other
acquisition or retirement or Investment being herein referred to as a “Restricted
Payment”), if at the time the Company or such Restricted Subsidiary makes
such Restricted Payment and after giving effect thereto:


 


(1)                                 
a Default shall have
occurred and be continuing (or would result therefrom);


 


(2)                                 
the Company could not
Incur at least an additional $1.00 of Indebtedness pursuant to Section
407(a); or


 


(3)                                 
the aggregate amount
of such Restricted Payment and all other Restricted Payments (the amount so expended,
if other than in cash, to be as determined in good faith by the Board of
Directors, whose determination shall be conclusive and evidenced by a
resolution of the Board of Directors) declared or made subsequent to the Issue
Date and then outstanding would exceed, without duplication, the sum of:


 


(A)                             
50% of the
Consolidated Net Income accrued during the period (treated as one accounting
period) beginning on January 1, 2004 to the end of the most recent fiscal
quarter ending prior to the date of such Restricted Payment for which
consolidated financial statements of the Company are available (or, in case
such Consolidated Net Income shall be a negative number, 100% of such negative
number);


 


(B)                               
the aggregate Net
Cash Proceeds and the fair value (as determined in good faith by the Board of
Directors) of property or assets received (x)
by the Company as capital contributions to the Company after the Issue Date or
from the issuance or sale (other than to a Restricted Subsidiary) of its
Capital Stock (other


 


60

















 


than Disqualified Stock) after the Issue Date (other
than Excluded Contributions) or (y)
by the Company or any Restricted Subsidiary from the issuance and sale by the
Company or any Restricted Subsidiary after the Issue Date of Indebtedness that
shall have been converted into or exchanged for Capital Stock of the Company
(other than Disqualified Stock), plus
the amount of any cash and the fair value (as determined in good faith by the
Board of Directors) of any property or assets received by the Company or any
Restricted Subsidiary upon such conversion or exchange;


 


(C)                               
the aggregate amount
equal to the net reduction in Investments in Unrestricted Subsidiaries
resulting from (i) dividends,
distributions, interest payments, return of capital, repayments of Investments
or other transfers of assets to the Company or any Restricted Subsidiary from
any Unrestricted Subsidiary, or (ii)
the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary
(valued in each case as provided in the definition of “Investment”), not to
exceed in the case of any such Unrestricted Subsidiary the aggregate amount of
Investments (other than Permitted Investments) made by the Company or any
Restricted Subsidiary in such Unrestricted Subsidiary after the Issue Date; and


 


(D)                              
in the case of any
disposition or repayment of any Investment constituting a Restricted Payment
(without duplication of any amount deducted in calculating the amount of
Investments at any time outstanding included in the amount of Restricted
Payments), an amount in the aggregate equal to the lesser of the return of
capital, repayment or other proceeds with respect to all such Investments
received by the Company or a Restricted Subsidiary and the initial amount of
all such Investments constituting Restricted Payments.


 


(b)                                
The
provisions of Section 409(a) will not prohibit any of the following
(each, a “Permitted Payment”):


 


(i)                                    
any purchase, redemption,
repurchase, defeasance or other acquisition or retirement of Capital Stock of
the Company or Subordinated Obligations made by exchange (including any such
exchange pursuant to the exercise of a conversion right or privilege in
connection with which cash is paid in lieu of the issuance of fractional
shares) for, or out of the proceeds of the substantially concurrent issuance or
sale of, Capital Stock of the Company (other than Disqualified Stock and other
than Capital Stock issued or sold to a Subsidiary) or a substantially
concurrent capital contribution to the Company, in each case other than
Excluded Contributions; provided that
the Net Cash Proceeds from such issuance, sale or capital contribution shall be
excluded in subsequent calculations under Section 409(a)(3)(B);


 


(ii)                                 
any purchase, redemption,
repurchase, defeasance or other acquisition or retirement of Subordinated
Obligations (w) made by exchange
for, or out of the proceeds of the substantially concurrent issuance or sale
of, Indebtedness of the Company or Refinancing Indebtedness Incurred in
compliance with Section 407, (x)
from Net


 


61

















 


Available Cash to the extent permitted by Section 411,
(y) following the occurrence
of a Change of Control (or other similar event described therein as a “change
of control”), but only if the Company shall have complied with Section 415
and, if required, purchased all Notes tendered pursuant to the offer to
repurchase all the Notes required thereby, prior to purchasing or repaying such
Subordinated Obligations or (z)
constituting Acquired Indebtedness;


 


(iii)                              
dividends paid within
60 days after the date of declaration thereof if at such date of
declaration such dividend would have complied with Section 409(a);


 


(iv)                             
Investments or other Restricted
Payments in an aggregate amount outstanding at any time not to exceed the
amount of Excluded Contributions;


 


(v)                                
loans, advances, dividends or
distributions by the Company to any Parent to permit any Parent to repurchase
or otherwise acquire its Capital Stock (including any options, warrants or
other rights in respect thereof), or payments by the Company to repurchase or
otherwise acquire Capital Stock of any Parent or the Company (including any
options, warrants or other rights in respect thereof), in each case from
Management Investors, such payments, loans, advances, dividends or
distributions not to exceed an amount (net of repayments of any such loans or
advances) equal to (1) $15.0 million, plus (2) $3.0 million multiplied by the
number of calendar years that have commenced since the Issue Date, plus the Net Cash Proceeds received by the
Company since the Issue Date from, or as a capital contribution from, the
issuance or sale to Management Investors of Capital Stock (including any
options, warrants or other rights in respect thereof), to the extent such Net
Cash Proceeds are not included in any calculation under Section
409(a)(3)(B)(x);


 


(vi)                             
the payment by the Company of,
or loans, advances, dividends or distributions by the Company to any Parent to
pay, dividends on the common stock or equity of the Company or any Parent
following a public offering of such common stock or equity in an amount not to
exceed in any fiscal year 6% of the aggregate gross proceeds received by the
Company or any Parent in or from such public offering;


 


(vii)                          
Restricted Payments (including
loans or advances) in an aggregate amount outstanding at any time not to exceed
$35.0 million (net of repayments of any such loans or advances);


 


(viii)                       
loans, advances, dividends or
distributions to any Parent or other payments by the Company or any Restricted
Subsidiary (A) to satisfy or
permit any Parent to satisfy obligations under the Management Agreements, (B) pursuant to the Tax Sharing Agreement,
or (C) to pay or permit any
Parent to pay any Parent Expenses or any Related Taxes;


 


(ix)                               
payments by the Company, or
loans, advances, dividends or distributions by the Company to any Parent to
make payments, to holders of Capital Stock of the


 


62

















 


Company or any Parent in lieu of issuance of fractional
shares of such Capital Stock, not to exceed $100,000 in the aggregate
outstanding at any time;


 


(x)                                  
dividends or other distributions
of Capital Stock, Indebtedness or other securities of Unrestricted
Subsidiaries; and


 


(xi)                               
the Transactions;


 


provided that (A)
in the case of clauses (iii), (vi), (vii) and (ix), the net amount of any such
Permitted Payment shall be included in subsequent calculations of the amount of
Restricted Payments, (B) in the
case of clause (v), at the time of any calculation of the amount of Restricted
Payments, the net amount of Permitted Payments that have then actually been
made under clause (v) that is in excess of 50% of the total amount of Permitted
Payments then permitted under clause (v) shall be included in such calculation
of the amount of Restricted Payments, (C)
in all cases other than pursuant to clauses (A) and (B) immediately above, the
net amount of any such Permitted Payment shall be excluded in subsequent
calculations of the amount of Restricted Payments and (D) solely with respect to clause (vii), no
Default or Event of Default shall have occurred or be continuing at the time of
any such Permitted Payment after giving effect thereto.


 


Section
410.                               
Limitation on Restrictions on
Distributions from Restricted Subsidiaries.  The Company
will not, and will not permit any Restricted Subsidiary to, create or otherwise
cause to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary to (i)
pay dividends or make any other distributions on its Capital Stock or pay any
Indebtedness or other obligations owed to the Company, (ii) make any loans or advances to the
Company or (iii) transfer any of
its property or assets to the Company, except any encumbrance or restriction:


 


(1)  pursuant to an agreement
or instrument in effect at or entered into on the Issue Date, any Credit
Facility, the Senior Subordinated Indenture, this Indenture, the Senior
Subordinated Notes or the Notes;


 


(2)  pursuant to any agreement
or instrument of a Person, or relating to Indebtedness or Capital Stock of a
Person, which Person is acquired by or merged or consolidated with or into the
Company or any Restricted Subsidiary, or which agreement or instrument is
assumed by the Company or any Restricted Subsidiary in connection with an
acquisition of assets from such Person, as in effect at the time of such
acquisition, merger or consolidation (except to the extent that such
Indebtedness was Incurred to finance, or otherwise in connection with, such
acquisition, merger or consolidation); provided
that for purposes of this clause (2), if another Person is the Successor
Company, any Subsidiary thereof or agreement or instrument of such Person or
any such Subsidiary shall be deemed acquired or assumed, as the case may be, by
the Company or a Restricted Subsidiary, as the case may be, when such Person
becomes the Successor Company;


 


63

















 


(3)  pursuant to an agreement
or instrument (a “Refinancing Agreement”) effecting a refinancing of
Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds,
refinances or replaces, an agreement or instrument referred to in
clause (1) or (2) of this Section 410 or this clause (3)
(an “Initial Agreement”) or contained in any amendment, supplement or
other modification to an Initial Agreement (an “Amendment”); provided, however,
that the encumbrances and restrictions contained in any such Refinancing
Agreement or Amendment are not materially less favorable to the Holders of the
Notes taken as a whole than encumbrances and restrictions contained in the
Initial Agreement or Initial Agreements to which such Refinancing Agreement or
Amendment relates (as determined in good faith by the Company);


 


(4)  (A) that restricts in a customary manner
the subletting, assignment or transfer of any property or asset that is subject
to a lease, license or similar contract, or the assignment or transfer of any
lease, license or other contract, (B)
by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Company or any Restricted
Subsidiary not otherwise prohibited by this Indenture, (C) contained in mortgages, pledges or
other security agreements securing Indebtedness of a Restricted Subsidiary to
the extent restricting the transfer of the property or assets subject thereto,
(D) pursuant to customary
provisions restricting dispositions of real property interests set forth in any
reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations
that impose encumbrances or restrictions on the property or assets so acquired,
(F) on cash or other deposits or
net worth imposed by customers under agreements entered into in the ordinary
course of business, (G) pursuant
to customary provisions contained in agreements and instruments entered into in
the ordinary course of business (including leases and joint venture and other
similar agreements entered into in the ordinary course of business), (H) that arises or is agreed to in the
ordinary course of business and does not detract from the value of property or
assets of the Company or any Restricted Subsidiary in any manner material to
the Company or such Restricted Subsidiary or (I)
pursuant to Hedging Obligations;


 


(5)  with respect to a
Restricted Subsidiary (or any of its property or assets) imposed pursuant to an
agreement entered into for the direct or indirect sale or disposition of all or
substantially all the Capital Stock or assets of such Restricted Subsidiary (or
the property or assets that are subject to such restriction) pending the
closing of such sale or disposition;


 


(6)  by reason of any
applicable law, rule, regulation or order, or required by any regulatory
authority having jurisdiction over the Company or any Restricted Subsidiary or
any of their businesses; or


 


(7)  pursuant to an agreement
or instrument (A) relating to any
Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to
the provisions of Section 407 (i)
if the encumbrances and restrictions contained in any such agreement or


 


64

















 


instrument taken as a whole are not materially less
favorable to the Holders of the Notes than the encumbrances and restrictions
contained in the Initial Agreements (as determined in good faith by the
Company), or (ii) if such
encumbrance or restriction is not materially more disadvantageous to the Holders
of the Notes than is customary in comparable financings (as determined in good
faith by the Company) and either (x)
the Company determines that such encumbrance or restriction will not materially
affect the Company’s ability to make principal or interest payments on the
Notes or (y) such encumbrance or
restriction applies only if a default occurs in respect of a payment or
financial covenant relating to such Indebtedness, (B) relating to any sale of receivables by a Foreign
Subsidiary or (C) relating to
Indebtedness of or a Financing Disposition to or by any Receivables Entity.


 


Section
411.                               
Limitation on Sales of Assets and
Subsidiary Stock.  (a)  The Company shall
not, and shall not permit any Restricted Subsidiary to, make any Asset
Disposition unless


 


(i)                                    
the Company or such Restricted
Subsidiary receives consideration (including by way of relief from, or by any
other Person assuming responsibility for, any liabilities, contingent or
otherwise) at the time of such Asset Disposition at least equal to the fair
market value of the shares and assets subject to such Asset Disposition, as
such fair market value may be determined (and shall be determined, to the
extent such Asset Disposition or any series of related Asset Dispositions
involves aggregate consideration in excess of $15.0 million) in good faith by
the Board of Directors, whose determination shall be conclusive (including as
to the value of all non-cash consideration),


 


(ii)                                 
in the case of any Asset
Disposition (or series of related Asset Dispositions) having a fair market
value of $15.0 million or more, at least 75% of the consideration therefor
(excluding, in the case of an Asset Disposition (or series of related Asset
Dispositions), any consideration by way of relief from, or by any other Person
assuming responsibility for, any liabilities, contingent or otherwise, that are
not Indebtedness) received by the Company or such Restricted Subsidiary is in
the form of cash, and


 


(iii)                              
an amount equal to 100% of the
Net Available Cash from such Asset Disposition is applied by the Company (or
any Restricted Subsidiary, as the case may be) as follows:


 


(A)                             
first, either (x) to the extent the Company elects (or is required by the
terms of any Bank Indebtedness, any Senior Indebtedness of the Company or any
Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary that is not
a Subsidiary Guarantor), to prepay, repay or purchase any such Indebtedness (in
each case other than Indebtedness owed to the Company or a Restricted
Subsidiary) within 365 days after the later of the date of such Asset
Disposition and the date of receipt of such Net Available Cash, or (y) to the extent the Company or such
Restricted Subsidiary elects, to reinvest in Additional Assets


 


65

















 


(including by means of an investment in Additional
Assets by a Restricted Subsidiary with an amount equal to Net Available Cash
received by the Company or another Restricted Subsidiary) within 365 days
from the later of the date of such Asset Disposition and the date of receipt of
such Net Available Cash, or, if such reinvestment in Additional Assets is a
project authorized by the Board of Directors that will take longer than such
365 days to complete, the period of time necessary to complete such
project;


 


(B)                               
second, to the extent of the balance of such
Net Available Cash after application in accordance with clause (A) above
(such balance, the “Excess Proceeds”), to make an offer to purchase
Notes and (to the extent the Company or such Restricted Subsidiary elects, or
is required by the terms thereof) to purchase, redeem or repay any other Senior
Indebtedness of the Company or a Restricted Subsidiary, pursuant and subject to
Section 411(b) and Section 411(c) and the agreements governing
such other Indebtedness; and


 


(C)                               
third, to the extent of the balance of such
Net Available Cash after application in accordance with clauses (A) and
(B) above, to fund (to the extent consistent with any other applicable
provision of this Indenture) any general corporate purpose (including the
repurchase, repayment or other acquisition or retirement of any Subordinated
Obligations);


 


provided, however,
that in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to clause (A)(x) or (B) above, the Company or such Restricted
Subsidiary shall retire such Indebtedness and shall cause the related loan
commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased.


 


Notwithstanding the
foregoing provisions of this Section 411, the Company and the Restricted
Subsidiaries shall not be required to apply any Net Available Cash in
accordance with this Section 411 except to the extent that the aggregate
Net Available Cash from all Asset Dispositions that is not applied in
accordance with this Section 411 exceeds $20.0 million. If the
aggregate principal amount of Notes or other Indebtedness of the Company or a
Restricted Subsidiary validly tendered and not withdrawn (or otherwise subject
to purchase, redemption or repayment) in connection with an offer pursuant to
clause (B) above exceeds the Excess Proceeds, the Excess Proceeds shall be
apportioned between such Notes and such other Indebtedness of the Company or a
Restricted Subsidiary, with the portion of the Excess Proceeds payable in
respect of such Notes to equal the lesser of (x)
the Excess Proceeds amount multiplied by a fraction, the numerator of which is
the outstanding principal amount of such Notes and the denominator of which is
the sum of the outstanding principal amount of the Notes and the outstanding
principal amount of the relevant other Indebtedness of the Company or a
Restricted Subsidiary, and (y)
the aggregate principal amount of Notes validly tendered and not withdrawn.


 


For the purposes of
clause (ii) of paragraph (a) above, the following are deemed to be
cash:  (1) Temporary Cash
Investments and Cash Equivalents, (2)
the assumption of


 


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Indebtedness of the Company (other than Disqualified
Stock of the Company) or any Restricted Subsidiary and the release of the
Company or such Restricted Subsidiary from all liability on payment of the
principal amount of such Indebtedness in connection with such Asset
Disposition, (3) Indebtedness of
any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result
of such Asset Disposition, to the extent that the Company and each other
Restricted Subsidiary are released from any Guarantee of payment of the
principal amount of such Indebtedness in connection with such Asset
Disposition, (4) securities
received by the Company or any Restricted Subsidiary from the transferee that
are converted by the Company or such Restricted Subsidiary into cash within 180
days, (5) consideration
consisting of Indebtedness of the Company or any Restricted Subsidiary and (6) any Designated Non-Cash
Consideration received by the Company or any of its Restricted Subsidiaries in
an Asset Disposition having an aggregate Fair Market Value, taken together with
all other Designated Non-Cash Consideration received pursuant to this clause,
not to exceed an aggregate amount at any time outstanding equal to 3% of
Consolidated Tangible Assets (with the Fair Market Value of each item of
Designated Non-Cash Consideration being measured at the time received and
without giving effect to subsequent changes in value).


 


(b)                                
In
the event of an Asset Disposition that requires the purchase of Notes pursuant
to Section 411(a)(iii)(B), the Company shall be required to purchase
Notes tendered pursuant to an offer by the Company for the Notes (the “Offer”)
at a purchase price of 100% of their principal amount plus accrued and unpaid interest to the
purchase date in accordance with the procedures (including prorating in the
event of oversubscription) set forth in Section 411(c).  If the aggregate
purchase price of the Notes tendered pursuant to the Offer is less than the Net
Available Cash allotted to the purchase of Notes, the remaining Net Available
Cash shall be available to the Company for use in accordance with Section
411(a)(iii)(B) (to repay other Indebtedness of the Company or a Restricted
Subsidiary) or Section 411(a)(iii)(C).  The Company shall not be
required to make an Offer for Notes pursuant to this Section 411 if the
Net Available Cash available therefor (after application of the proceeds as
provided in Section 411(a)(iii)(A)) is less than $20.0 million for
any particular Asset Disposition (which lesser amounts shall be carried forward
for purposes of determining whether an Offer is required with respect to the
Net Available Cash from any subsequent Asset Disposition).


 


(c)                                 
The
Company shall, not later than 45 days after the Company becomes obligated to
make an Offer pursuant to this Section 411, mail a notice to each Holder
with a copy to the Trustee stating:  (1) that
an Asset Disposition that requires the purchase of a portion of the Notes has
occurred and that such Holder has the right (subject to the prorating described
below) to require the Company to purchase a portion of such Holder’s Notes at a
purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase (subject to Section 307); (2) the circumstances and relevant
facts and financial information regarding such Asset Disposition; (3) the repurchase date (which shall
be no earlier than 30 days nor later than 60 days from the date such notice is
mailed); (4) the
instructions determined by the Company, consistent with this Section 411,
that a Holder must follow in order to have its Notes purchased; and (5) the amount of the Offer.  If,
upon the expiration of the period for which the Offer remains open, the
aggregate principal amount of Notes surrendered by Holders exceeds the amount
of the Offer, the Company shall select the Notes to be purchased on


 


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a pro
rata basis (with such adjustments as may be deemed appropriate by
the Company so that only Notes in denominations of $1,000 or integral multiples
thereof shall be purchased).


 


(d)                                
The
Company shall comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Notes pursuant to this Section
411. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 411, the Company
shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under this Section 411 by
virtue thereof.


 


Section
412.                               
Limitation on Transactions with
Affiliates.  (a)  The Company shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, enter into or
conduct any transaction or series of related transactions (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of the Company (an “Affiliate Transaction”)
unless (i) the terms of such
Affiliate Transaction are not materially less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that could be obtained at
the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves
aggregate consideration in excess of $15.0 million, the terms of such
Affiliate Transaction have been approved by a majority of the Disinterested
Directors. For purposes of this Section 412(a), any Affiliate
Transaction shall be deemed to have satisfied the requirements set forth in
this Section 412(a) if (x)
such Affiliate Transaction is approved by a majority of the Disinterested
Directors or (y) in the event
there are no Disinterested Directors, a fairness opinion is provided by a
nationally recognized appraisal or investment banking firm with respect to such
Affiliate Transaction.


 


(b)                                
The
provisions of Section 412(a) shall not apply to:


 


(i)                                    
any Restricted Payment
Transaction,


 


(ii)                                 
(1) the entering into, maintaining or performance of any
employment contract, collective bargaining agreement, benefit plan, program or
arrangement, related trust agreement or any other similar arrangement for or
with any employee, officer or director heretofore or hereafter entered into in
the ordinary course of business, including vacation, health, insurance,
deferred compensation, severance, retirement, savings or other similar plans,
programs or arrangements, (2) the
payment of compensation, performance of indemnification or contribution
obligations, or any issuance, grant or award of stock, options, other
equity-related interests or other securities, to employees, officers or
directors in the ordinary course of business, (3)
the payment of reasonable fees to directors of the Company or any of its
Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or
director in the ordinary course of business not involving more than $100,000 in
any one case, or (5) Management
Advances and payments in respect thereof,


 


(iii)                              
any transaction with the
Company, any Restricted Subsidiary or any Receivables Entity,


 


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(iv)                             
any transaction arising out of
agreements or instruments in existence on the Issue Date, and any payments made
pursuant thereto,


 


(v)                                
any transaction in the ordinary
course of business on terms not materially less favorable to the Company or the
relevant Restricted Subsidiary than those that could be obtained at the time in
a transaction with a Person who is not an Affiliate of the Company,


 


(vi)                             
any transaction in the ordinary
course of business, or approved by a majority of the Board of Directors,
between the Company or any Restricted Subsidiary and any Affiliate of the
Company controlled by the Company that is a joint venture or similar entity,


 


(vii)                          
the execution, delivery and
performance of any Tax Sharing Agreement and any Management Agreements,
including (1)  payment to
CDR or any Affiliate of CDR of a fee of up to $18.0 million plus out-of-pocket expenses in connection
with the Transactions, and (2)
payment to CDR or any Affiliate of CDR of fees of up to $2.0 million in any
fiscal year, and fees in connection with any acquisition, merger,
recapitalization or similar transaction as provided in any such Management
Agreement, plus all out-of-pocket expenses incurred by CDR or any such
Affiliate in connection with its performance of management consulting,
monitoring, financial advisory or other services with respect to the Company
and its Restricted Subsidiaries, and


 


(viii)                       
the Transactions, all
transactions in connection therewith (including the financing thereof), and all
fees and expenses paid or payable in connection with the Transactions.


 


Section
413.                               
Limitation on Liens.  The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, create
or permit to exist any Lien (other than Permitted Liens) on any of its property
or assets (including Capital Stock of any other Person), whether owned on the
date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial
Lien”), unless contemporaneously therewith effective provision is made to
secure the Indebtedness due under this Indenture and the Notes or, in respect
of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary
Guarantee of such Restricted Subsidiary, equally and ratably with (or on a
senior basis to, in the case of Subordinated Obligations or Guarantor
Subordinated Obligations) such obligation for so long as such obligation is so
secured by such Initial Lien. Any such Lien thereby created in favor of the
Notes or any such Subsidiary Guarantee shall be automatically and
unconditionally released and discharged upon (i)
the release and discharge of the Initial Lien to which it relates or (ii) any sale, exchange or transfer (other
than a transfer constituting a transfer of all or substantially all of the
assets of the Company that is governed by the provisions of Section 501)
to any Person not an Affiliate of the Company of the property or assets secured
by such Initial Lien, or of all of the Capital Stock held by the Company or any
Restricted Subsidiary in, or all or substantially all the assets of, any
Restricted Subsidiary creating such Initial Lien.


 


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Section
414.                               
Future Subsidiary Guarantors.  After the Issue Date, the
Company shall cause each Significant Domestic Subsidiary that guarantees
payment by the Company of any Bank Indebtedness of the Company to execute and
deliver to the Trustee a Supplemental Indenture or other instrument pursuant to
which such Subsidiary shall guarantee payment of the Notes, whereupon such
Subsidiary shall become a Subsidiary Guarantor for all purposes under this
Indenture. In addition, the Company may cause any Subsidiary that is not a
Subsidiary Guarantor to so guarantee payment of the Notes and become a
Subsidiary Guarantor.


 


Section
415.                               
Purchase of Notes Upon a Change in
Control.  (a)  Upon the occurrence after the
Issue Date of a Change of Control, each Holder shall have the right to require
the Company to repurchase all or any part of such Holder’s Notes at a purchase
price in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of repurchase (subject to Section 307);
provided, however, that the Company shall not be
obligated to repurchase Notes pursuant to this Section 415 in the event
that it has exercised its right to redeem all of the Notes as provided in Article
X.


 


(b)                                
In
the event that, at the time of such Change of Control, the terms of the Bank
Indebtedness restrict or prohibit the repurchase of the Notes pursuant to this Section
415, then prior to the mailing of the notice to Holders provided for in Section
415(c) but in any event not later than 30 days following the date the
Company obtains actual knowledge of any Change of Control (unless the Company
has exercised its right to redeem all the Notes as provided in Article X),
the Company shall (i) repay in
full all Bank Indebtedness subject to such terms or offer to repay in full all
such Bank Indebtedness and repay the Bank Indebtedness of each lender who has
accepted such offer or (ii)
obtain the requisite consent under the agreements governing the Bank
Indebtedness to permit the repurchase of the Notes as provided for in Section
415(c).  The Company shall first comply with the provisions of the
immediately preceding sentence before it shall be required to repurchase Notes
pursuant to the provisions set forth in this Section 415.  The
Company’s failure to comply with the provisions of this Section 415(b)
or Section 415(c) shall constitute an Event of Default described in Section
601(iv) and not in Section 601(ii).


 


(c)                                 
Unless
the Company has exercised its right to redeem all the Notes as described under Article
X, the Company shall, not later than 30 days following the date the
Company obtains actual knowledge of any Change of Control having occurred, mail
a notice to each Holder with a copy to the Trustee stating:  (1) that a Change of Control has occurred
or may occur and that such Holder has, or upon such occurrence will have, the
right to require the Company to purchase such Holder’s Notes at a purchase
price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase (subject to the right of Holders of record on a record
date to receive interest on the relevant interest payment date); (2) the circumstances and relevant facts
and financial information regarding such Change of Control; (3) the repurchase date (which shall be no
earlier than 30 days nor later than 60 days from the date such notice
is mailed); (4) the instructions
determined by the Company, consistent with this Section 415, that a
Holder must follow in order to have its Notes purchased; and (5) if such notice is mailed prior to the
occurrence of a Change of Control, that such offer is conditioned on the
occurrence of such Change of Control.


 


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(d)                                
The
Company shall comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Notes pursuant to this Section
415.  To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 415, the Company
shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under this Section 415
by virtue thereof.


 


ARTICLE V



SUCCESSORS


 


Section
501.                               
When the Company May Merge, etc.  (a)  The Company shall
not consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless:


 


(i)                                    
the resulting, surviving or
transferee Person (the “Successor Company”) shall be a Person organized
and existing under the laws of the United States of America, any State thereof
or the District of Columbia and the Successor Company (if not the Company)
shall expressly assume all the obligations of the Company under the Notes and
this Indenture by executing and delivering to the Trustee a supplemental
indenture or one or more other documents or instruments in form reasonably
satisfactory to the Trustee;


 


(ii)                                 
immediately after giving effect
to such transaction (and treating any Indebtedness that becomes an obligation
of the Successor Company or any Restricted Subsidiary as a result of such
transaction as having been Incurred by the Successor Company or such Restricted
Subsidiary at the time of such transaction), no Default shall have occurred and
be continuing;


 


(iii)                              
immediately after giving effect
to such transaction, either (A)
the Successor Company could Incur at least $1.00 of additional Indebtedness
pursuant to Section 407(a) or (B)
the Consolidated Coverage Ratio of the Successor Company would equal or exceed
the Consolidated Coverage Ratio of the Company immediately prior to giving
effect to such transaction;


 


(iv)                             
each Subsidiary Guarantor (other
than any party to any such consolidation or merger) shall have delivered a
supplemental indenture or other document or instrument in form reasonably
satisfactory to the Trustee, confirming its Note Guarantee; and


 


(v)                                
the Company shall have delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the
effect that such consolidation, merger or transfer complies with the provisions
described in this paragraph, provided
that (x) in giving such opinion
such counsel may rely on an Officer’s Certificate as to compliance with the
foregoing clauses (ii) and (iii) and as to any matters of fact, and (y) no Opinion of Counsel shall be required
for a consolidation, merger or transfer described in Section 501(b).


 


71

















 


Any Indebtedness that becomes an obligation of the
Company or any Restricted Subsidiary (or that is deemed to be Incurred by any
Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any
such transaction undertaken in compliance with this Section 501, and any
Refinancing Indebtedness with respect thereto, shall be deemed to have been
Incurred in compliance with Section 407.


 


(b)                                
Clauses (ii) and
(iii) of Section 501(a) will not apply to any transaction in which
(1) any Restricted Subsidiary
consolidates with, merges into or transfers all or part of its assets to the
Company or (2) the Company
consolidates or merges with or into or transfers all or substantially all its
properties and assets to (x) an
Affiliate incorporated or organized for the purpose of reincorporating or
reorganizing the Company in another jurisdiction or changing its legal
structure to a corporation or other entity or (y)
a Restricted Subsidiary of the Company so long as all assets of the Company and
the Restricted Subsidiaries immediately prior to such transaction (other than
Capital Stock of such Restricted Subsidiary) are owned by such Restricted
Subsidiary and its Restricted Subsidiaries immediately after the consummation
thereof.  Section 501(a) will not apply to the Transactions.


 


Section
502.                               
Successor Company Substituted.  Upon any transaction
involving the Company in accordance with Section 501 in which the
Company is not the Successor Company, the Successor Company shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture, and thereafter the predecessor Company shall be relieved
of all obligations and covenants under this Indenture, except that the
predecessor Company in the case of a lease of all or substantially all its
assets shall not be released from the obligation to pay the principal of and
interest on the Notes.


 


ARTICLE VI



REMEDIES


 


Section
601.                               
Events of Default.  An “Event of Default”
means the occurrence of the following:


 


(i)                                    
a default in any payment of
interest on any Note when due, continued for a period of 30 days;


 


(ii)                                 
a default in the payment of
principal of any Note when due, whether at its Stated Maturity, upon optional
redemption, upon required repurchase, upon declaration of acceleration or
otherwise;


 


(iii)                              
the failure by the Company to
comply with its obligations under Section 501(a);


 


(iv)                             
the failure by the Company to
comply for 30 days after the notice specified in the penultimate paragraph
of this Section 601 with any of its obligations under Section 415
(other than a failure to purchase the Notes);


 


72

















 


(v)                                
the failure by the Company to
comply for 60 days after the notice specified in the penultimate paragraph
of this Section 601 with its other agreements contained in the Notes or
this Indenture;


 


(vi)                             
the failure by any Subsidiary
Guarantor to comply for 45 days after the notice specified in the
penultimate paragraph of this Section 601 with its obligations under its
Subsidiary Guarantee;


 


(vii)                          
the failure by the Company or
any Restricted Subsidiary to pay any Indebtedness within any applicable grace
period after final maturity or the acceleration of any such Indebtedness by the
holders thereof because of a default, if the total amount of such Indebtedness
so unpaid or accelerated exceeds $40.0 million or its foreign currency
equivalent; provided that no
Default or Event of Default will be deemed to occur with respect to any such
accelerated Indebtedness that is paid or otherwise acquired or retired within
20 Business Days after such acceleration;


 


(viii)                       
the taking of any of the
following actions by the Company or any Significant Subsidiary, or by each of
such other Restricted Subsidiaries that are not Significant Subsidiaries but
would in the aggregate constitute a Significant Subsidiary if considered as a
single Person, pursuant to or within the meaning of any Bankruptcy Law:


 


(A) the commencement of a voluntary case;


 


(B)  the consent to the entry of an order for
relief against it in an involuntary case;


 


(C)  the consent to the appointment of a
Custodian of it or for any substantial part of its property; or


 


(D)  the making of a general assignment for the
benefit of its creditors;


 


(ix)                               
a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)  is for relief against the Company or any
Significant Subsidiary, or against each of such other Restricted Subsidiaries
that are not Significant Subsidiaries but would in the aggregate constitute a
Significant Subsidiary if considered as a single Person, in an involuntary
case;


 


(B)  appoints (x)
a Custodian of the Company or any Significant Subsidiary or for any substantial
part of its property, or (y) a
Custodian of each of such other Restricted Subsidiaries that are not
Significant Subsidiaries but would in the aggregate constitute a Significant
Subsidiary if considered as a single Person, or for any substantial part of
their property in the aggregate; or


 


73

















 


(C)  orders the winding up or liquidation of the
Company or any Significant Subsidiary, or of each of such other Restricted
Subsidiaries that are not Significant Subsidiaries but would in the aggregate
constitute a Significant Subsidiary if considered as a single Person;


 


and the order or decree remains unstayed and in effect
for 60 days;


 


(x)                                  
the rendering of any judgment or
decree for the payment of money in an amount (net of any insurance or indemnity
payments actually received in respect thereof prior to or within 90 days
from the entry thereof, or to be received in respect thereof in the event any
appeal thereof shall be unsuccessful) in excess of $30.0 million or its
foreign currency equivalent against the Company or a Significant Subsidiary, or
jointly and severally against other Restricted Subsidiaries that are not
Significant Subsidiaries but would in the aggregate constitute a Significant
Subsidiary if considered as a single Person, that is not discharged, or bonded
or insured by a third Person, if such judgment or decree remains outstanding
for a period of 90 days following such judgment or decree and is not discharged,
waived or stayed; or


 


(xi)                               
the failure of any Subsidiary
Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary to be in
full force and effect (except as contemplated by the terms thereof or of this
Indenture) or the denial or disaffirmation in writing by any Subsidiary
Guarantor that is a Significant Subsidiary of its obligations under this
Indenture or its Subsidiary Guarantee (other than by reason of the termination
of this Indenture or such Subsidiary Guarantee or the release of such
Subsidiary Guarantee in accordance with such Subsidiary Guarantee and this
Indenture), if such Default continues for 10 days.


 


The foregoing will
constitute Events of Default whatever the reason for any such Event of Default
and whether it is voluntary or involuntary or is effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


 


The term “Bankruptcy
Law” means Title 11, United States Code, or any similar Federal, state
or foreign law for the relief of debtors.  The term “Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar
official under any Bankruptcy Law.


 


However, a Default under
clause (iv), (v) or (vi) will not constitute an Event of Default
until the Trustee or the Holders of at least 25% in principal amount of the
Outstanding Notes notify the Company of the Default and the Company does not
cure such Default within the time specified in such clause after receipt of
such notice.  Such notice must specify the Default, demand that it be
remedied and state that such notice is a “Notice of Default.”  When
a Default or an Event of Default is cured, it ceases.


 


The Company shall deliver
to the Trustee, within 30 days after the occurrence thereof, written notice in
the form of an Officer’s Certificate of any Event of Default under
clause (vii) or (x) and any event that with the giving of notice or the
lapse of time would become


 


74

















 


an Event of Default under clause (iv), (v) or
(vi), its status and what action the Company is taking or proposes to take with
respect thereto.


 


Section
602.                               
Acceleration of Maturity; Rescission
and Annulment.  If an Event of Default
(other than an Event of Default specified in Section 601(viii) or Section
601(ix)) occurs and is continuing, the Trustee by notice to the Company, or
the Holders of at least a majority in principal amount of the Outstanding Notes
by notice to the Company and the Trustee, in either case specifying in such
notice the respective Event of Default and that such notice is a “notice of
acceleration,” may declare the principal of and accrued but unpaid interest on
all the Notes to be due and payable.  Upon the effectiveness of such a
declaration, such principal and interest will be due and payable immediately.


 


Notwithstanding the
foregoing, if an Event of Default specified in Section 601(viii) or Section
601(ix) occurs and is continuing, the principal of and accrued interest on
all the Outstanding Notes will ipso facto
become immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.  The Holders of a majority in principal
amount of the Outstanding Notes by notice to the Company and the Trustee may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except non-payment of principal or interest that has
become due solely because of such acceleration.  No such rescission shall
affect any subsequent Default or impair any right consequent thereto.


 


Section
603.                               
Other Remedies; Collection Suit by
Trustee.  If an Event of Default occurs and is
continuing, the Trustee may, but is not obligated under Section 603 to,
pursue any available remedy to collect the payment of principal of or interest
on the Notes or to enforce the performance of any provision of the Notes or
this Indenture.  If an Event of Default specified in Section 601(i)
or 601(ii) occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the whole
amount then due and owing (together with interest on any unpaid interest to the
extent lawful) and the amounts provided for in Section 707.


 


Section
604.                               
Trustee May File Proofs of Claim.  The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Holders allowed in any
judicial proceedings relative to the Company or any other obligor upon the
Notes, its creditors or its property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder
to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under Section 707.


 


No provision of this
Indenture shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,


 


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arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.


 


Section
605.                               
Trustee May Enforce Claims Without
Possession of Notes.  All rights of action and
claims under this Indenture or the Notes may be prosecuted and enforced by the
Trustee without the possession of any of the Notes or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes
in respect of which such judgment has been recovered.


 


Section
606.                               
Application of Money Collected.  Any money collected by the
Trustee pursuant to this Article VI shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Notes and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:


 


First:  To the payment of all amounts due the Trustee
under Section 707;


 


Second:  To the payment of the amounts then due and
unpaid upon the Notes for principal (and premium, if any) and interest, in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Notes for principal (and premium, if any) and interest,
respectively; and


 


Third:  to the Company.


 


Section
607.                               
Limitation on Suits.  No Holder may pursue any
remedy with respect to this Indenture or the Notes unless:


 


(i)                                    
such Holder has previously given
the Trustee written notice that an Event of Default is continuing;


 


(ii)                                 
Holders of at least 25% in
principal amount of the Outstanding Notes have requested the Trustee in writing
to pursue the remedy;


 


(iii)                              
such Holder or Holders have
offered to the Trustee reasonable security or indemnity against any loss,
liability or expense;


 


(iv)                             
the Trustee has not complied
with the request within 60 days after receipt of the request and the offer
of security or indemnity; and


 


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(v)                                
the Holders of a majority in
principal amount of the Outstanding Notes have not given the Trustee a
direction inconsistent with the request within such 60-day period.


 


A Holder may not use this
Indenture to affect, disturb or prejudice the rights of another Holder, to
obtain a preference or priority over another Holder or to enforce any right
under this Indenture except in the manner herein provided and for the equal and
ratable benefit of all Holders.


 


Section
608.                               
Unconditional Right of Holders to
Receive Principal and Interest.  Notwithstanding any other
provision in this Indenture, the Holder of any Note shall have the absolute and
unconditional right to receive payment of the principal of and all (subject to Section 307)
interest on such Note on the respective Stated Maturity or Interest Payment
Dates expressed in such Note and to institute suit for the enforcement of any
such payment on or after such respective Stated Maturity or Interest Payment
Dates, and such right shall not be impaired without the consent of such Holder.


 


Section
609.                               
Restoration of Rights and Remedies.  If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture or any Note and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee or to such
Holder, then and in every such case the Company, any other obligor upon the
Notes, the Trustee and the Holders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding had been instituted.


 


Section
610.                               
Rights and Remedies Cumulative.  No right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


Section
611.                               
Delay or Omission Not Waiver.  No delay or omission of the
Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.  Every
right and remedy given by this Article VI or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


Section
612.                               
Control by Holders.  The Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust
or power conferred on the Trustee, provided
that


 


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(1)  such direction shall not
be in conflict with any rule of law or with this Indenture, and


 


(2)  the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction.


 


However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 701, that the Trustee determines is unduly
prejudicial to the rights of any other Holder or that would involve the Trustee
in personal liability; provided, however, that the Trustee may take any
other action deemed proper by the Trustee that is not inconsistent with such
direction.  Prior to taking any action under this Indenture, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion
against all losses and expenses caused by taking or not taking such
action.  This Section 612 shall be in lieu of § 316(a)(1)(A)
of the TIA, and such § 316(a)(1)(A) of the TIA is hereby expressly
excluded from this Indenture and the Notes, as permitted by the TIA.


 


Section
613.                               
Waiver of Past Defaults.  The Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes may on
behalf of the Holders of all the Notes waive any past Default hereunder and its
consequences, except a Default


 


(1)  in the payment of the
principal of or interest on any Note (which may only be waived with the consent
of each Holder of Notes affected), or


 


(2)  in respect of a covenant or
provision hereof that pursuant to the second paragraph of Section 902
cannot be modified or amended without the consent of the Holder of each
Outstanding Note affected.


 


Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon.  In case of any such waiver, the
Company, any other obligor upon the Notes, the Trustee and the Holders shall be
restored to their former positions and rights hereunder and under the Notes,
respectively.  This paragraph of this Section 613 shall be in lieu
of § 316(a)(1)(B) of the TIA and such § 316(a)(1)(B) of the TIA is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.


 


Section
614.                               
Undertaking for Costs.  All parties to this
Indenture agree, and each Holder of any Note by such Holder’s acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture or the Notes, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant. 
This Section 614 shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group


 


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of Holders, holding in the
aggregate more than 10% in principal amount of the Outstanding Notes, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Note on or after the
respective Stated Maturity or Interest Payment Dates expressed in such Note.


 


Section
615.                               
Waiver of Stay, Extension or Usury
Laws.  The Company
(to the extent that it may lawfully do so) shall not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury or other similar law wherever
enacted, now or at any time hereafter in force, that would prohibit or forgive
the Company from paying all or any portion of the principal of (or premium, if
any) or interest on the Notes contemplated herein or in the Notes or that may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


ARTICLE VII



THE TRUSTEE


 


Section
701.                               
Certain Duties and Responsibilities.  (a)  Except during the
continuance of an Event of Default,


 


(1)  the Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


(2)  in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture,
but need not verify the contents thereof.


 


(b)                                
In
case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.


 


(c)                                 
No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that (i)
this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable
for any error of judgment made in good faith by a Trust Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Trustee


 


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shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 612.


 


(d)                                
No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers, if it shall
have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


(e)                                 
Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Sections 701
and Section 703.


 


Section
702.                               
Notice of Defaults.  If a Default occurs and is
continuing and is known to the Trustee, the Trustee must mail within 90 days
after it occurs, to all Holders as their names and addresses appear in the Note
Register, notice of such Default hereunder known to the Trustee unless such
Default shall have been cured or waived; provided,
however, that, except in the case
of a Default in the payment of the principal of, premium, if any, or interest
on any Note, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders.


 


Section
703.                               
Certain Rights of Trustee.  Subject to the provisions
of Section 701:


 


(1)  the Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;


 


(2)  any request or direction
of the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order thereof, and any resolution of any Person’s board of
directors shall be sufficiently evidenced if certified by an Officer of such
Person as having been duly adopted and being in full force and effect on the
date of such certificate;


 


(3)  whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an
Officer’s Certificate of the Company;


 


(4)  the Trustee may consult
with counsel and the written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in


 


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respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;


 


(5)  the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders pursuant to
this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;


 


(6)  the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, other evidence of indebtedness
or other paper or document; and


 


(7)  the Trustee may execute
any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.


 


Section
704.                               
Not Responsible for Recitals or
Issuance of Notes.  The recitals contained
herein and in the Notes, except the Trustee’s certificates of authentication,
shall be taken as the statements of the Company, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their
correctness.  The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Notes and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility and Qualification on Form
T-1 supplied to the Company and any other obligor upon the Notes in connection
with the registration of any Notes and any Subsidiary Guarantees issued
hereunder are and will be true and accurate subject to the qualifications set
forth therein.  Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of the Notes or the
proceeds thereof.


 


Section
705.                               
May Hold Notes.  The Trustee, any Authenticating Agent, any
Paying Agent, any Note Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 708 and Section 713, may otherwise deal with
the Company or its Affiliates with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Note Registrar or such other
agent.


 


Section
706.                               
Money Held in Trust.  Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law.  The Trustee shall be under no liability for interest on
any money received by it hereunder except as otherwise agreed in writing with
the Company.


 


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Section
707.                               
Compensation and Reimbursement.  The Company agrees,


 


(1)  to pay to the Trustee
from time to time reasonable compensation for all services rendered by the
Trustee hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);


 


(2)  except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
reasonable out-of-pocket expenses incurred by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and


 


(3)  to indemnify the Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the Trustee’s part, arising out of or in
connection with the administration of the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.


 


The Company need not pay for any settlement made
without its consent.


 


Section
708.                               
Conflicting Interests.  If the Trustee has or shall
acquire a conflicting interest within the meaning of the TIA, the Trustee shall
eliminate such interest, apply to the SEC for permission to continue as Trustee
with such conflict or resign, to the extent and in the manner provided by, and
subject to the provisions of, the TIA and this Indenture.  To the extent
permitted by the TIA, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Original Notes and Additional Notes, or a trustee under any other indenture
between the Company and the Trustee.


 


Section
709.                               
Corporate Trustee Required;
Eligibility.  There shall at
all times be one (and only one) Trustee hereunder.  The Trustee shall be a
Person that is eligible pursuant to the TIA to act as such and has a combined
capital and surplus of at least $50,000,000.  If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section and to the extent permitted by the TIA, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published.  If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 709, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.


 


Section
710.                               
Resignation and Removal;
Appointment of Successor.  No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this
Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section
711.


 


The Trustee may resign at
any time by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 711
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of


 


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resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


 


The Trustee may be
removed at any time by Act of the Holders of a majority in principal amount of
the Outstanding Notes, delivered to the Trustee and to the Company.


 


If at any time:


 


(1)  the Trustee shall fail to
comply with Section 708 after written request therefor by the Company or
by any Holder who has been a bona fide Holder of a Note for at least six
months, or


 


(2)  the Trustee shall cease
to be eligible under Section 709 and shall fail to resign after written
request therefor by the Company or by any such Holder, or


 


(3)  the Trustee shall become
incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of
the Trustee or of its property shall be appointed or any public officer shall
take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (A) the Company may remove the Trustee, or (B) subject to Section 614, any
Holder who has been a bona fide Holder of a Note for at least six months may,
on behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee or Trustees.


 


If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for any cause, the Company shall promptly appoint a
successor Trustee and shall comply with the applicable requirements of Section
711.  If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee shall be appointed by
Act of the Holders of a majority in principal amount of the Outstanding Notes
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 711, become the
successor Trustee and to that extent supersede the successor Trustee appointed
by the Company.  If no successor Trustee shall have been so appointed by
the Company or the Holders and accepted appointment in the manner required by Section
711, then, subject to Section 614, any Holder who has been a bona
fide Holder of a Note for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


The Company shall give
notice of each resignation and each removal of the Trustee and each appointment
of a successor Trustee to all Holders in the manner provided in Section 110. 
Each notice shall include the name of the successor Trustee and the address of
its Corporate Trust Office.


 


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Section
711.           Acceptance of Appointment by
Successor.  In case of the
appointment hereunder of a successor Trustee, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.


 


Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to above.


 


No successor Trustee
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article VII.


 


Section
712.           Merger, Conversion, Consolidation
or Succession to Business.  Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article VII,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as
if such successor Trustee had itself authenticated such Notes.


 


Section
713.           Preferential Collection of Claims
Against the Company.  If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Notes), the Trustee shall be subject to the provisions of the TIA regarding the
collection of claims against the Company (or any such other obligor) or
realizing on certain property received by it in respect of such claims.


 


Section
714.           Appointment of Authenticating Agent.  The Trustee may appoint an Authenticating
Agent acceptable to the Company to authenticate the Notes.  Any such
appointment shall be evidenced by an instrument in writing signed by a Trust
Officer, a copy of which instrument shall be promptly furnished to the
Company.  Unless limited by the terms of such appointment, an
Authenticating Agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this Indenture to authentication (or execution of a
certificate of authentication) by the Trustee includes authentication (or
execution of a certificate of authentication) by such Authenticating
Agent.  An Authenticating Agent has the same rights as any Registrar,
Paying Agent or agent for service of notices and demands.


 


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ARTICLE VIII



HOLDERS’ LISTS AND REPORTS BY

TRUSTEE AND THE COMPANY


 


Section
801.           The Company to Furnish Trustee
Names and Addresses of Holders.  The Company will furnish or
cause to be furnished to the Trustee


 


(1)  semi-annually, not more
than 10 days after each Regular Record Date, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of
such Regular Record Date, and


 


(2)  at such other times as
the Trustee may request in writing, within 30 days after the receipt by
the Company of any such request, a list of similar form and content as of a
date not more than 15 days prior to the time such list is furnished;


 


provided, however,
that if and so long as the Trustee shall be the Note Registrar, no such list
need be furnished pursuant to this Section 801.


 


Section
802.           Preservation of Information;
Communications to Holders.  The Trustee shall preserve,
in as current a form as is reasonably practicable, the names and addresses of
Holders contained in the most recent list, if any, furnished to the Trustee as
provided in Section 801 and the names and addresses of Holders received
by the Trustee in its capacity as Note Registrar; provided, however,
that if and so long as the Trustee shall be the Note Registrar, the Note
Register shall satisfy the requirements relating to such list.  None of
the Company, any Subsidiary Guarantor or the Trustee or any other Person shall
be under any responsibility with regard to the accuracy of such list.  The
Trustee may destroy any list furnished to it as provided in Section 801
upon receipt of a new list so furnished.


 


The rights of Holders to
communicate with other Holders with respect to their rights under this
Indenture or under the Notes, and the corresponding rights and privileges of
the Trustee, shall be as provided by the TIA.


 


Every Holder of Notes, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee, nor any agent of either of them, shall be
held accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the TIA.


 


Section
803.           Reports by Trustee.  Within 60 days after each
March 1 beginning with March 1, 2005, the Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the TIA at the times and in the manner provided
pursuant thereto for so long as any Notes remain outstanding.  A copy of
each such report shall, at the time of such transmission to Holders, be filed
by the Trustee with each stock exchange upon which any Notes are listed, with
the SEC and with the Company.  The Company will notify the Trustee when
any Notes are listed on any stock exchange.


 


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ARTICLE
IX



AMENDMENT, SUPPLEMENT OR WAIVER


 


Section
901.           Without Consent of Holders.  Without the consent of the
Holders of any Notes, the Company, the Trustee and (as applicable) each
Subsidiary Guarantor may amend or supplement this Indenture or the Notes, for
any of the following purposes:


 


(1)  to cure any ambiguity,
omission, defect or inconsistency,


 


(2)  to provide for the
assumption by a Successor Company of the obligations of the Company or a
Subsidiary Guarantor under this Indenture,


 


(3)  to provide for
uncertificated Notes in addition to or in place of certificated Notes,


 


(4)  to add Guarantees with
respect to the Notes, to secure the Notes, to confirm and evidence the release,
termination or discharge of any Guarantee or Lien with respect to or securing
the Notes when such release, termination or discharge is provided for under
this Indenture,


 


(5)  to add to the covenants
of the Company for the benefit of the Holders or to surrender any right or
power conferred upon the Company,


 


(6)  to provide for or confirm
the issuance of Additional Notes,


 


(7)  to make any change that
does not materially adversely affect the rights of any Holder under the Notes
or this Indenture, or


 


(8)  to comply with any
requirement of the SEC in connection with the qualification of this Indenture
under the TIA or otherwise.


 


Notwithstanding the
foregoing provisions of this Section 901 and Section 902,
the Company, VWR International, Inc., a Pennsylvania corporation, VWR
International, Inc., a Delaware corporation, and the Trustee may execute and
deliver the Merger Supplemental Indentures, in each case without notice to or
consent of any Holder.


 


Section
902.           With Consent of Holders.  Subject to Section 608,
the Company, the Trustee and (if applicable) each Subsidiary Guarantor may
amend or supplement this Indenture or the Notes with the written consent of the
Holders of a majority in aggregate principal amount of the Outstanding Notes
(including consents obtained in connection with a tender offer or exchange
offer for Notes), and the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes by written notice to the Trustee
(including consents obtained in connection with a tender offer or exchange
offer for Notes) may waive any existing


 


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Default or Event of Default or
compliance by the Company or any Subsidiary Guarantor with any provision of
this Indenture, the Notes or any Subsidiary Guarantee.


 


Notwithstanding the
provisions of this Section 902, without the consent of each Holder
affected, an amendment or waiver, including a waiver pursuant to Section 613,
may not:


 


(i)           
reduce the principal amount of
the Notes whose Holders must consent to an amendment or waiver;


 


(ii)          
reduce the rate of or extend the
time for payment of interest on any Note;


 


(iii)         
reduce the principal or extend
the Stated Maturity of any Note;


 


(iv)         
reduce the premium payable upon
the redemption of any Note or change the date on which any Note may be redeemed
as described in Section 1001;


 


(v)          
make any Note payable in money
other than that stated in such Note;


 


(vi)         
impair the right of any Holder
to receive payment of principal of and interest on such Holder’s Notes on or
after the due dates therefor or to institute suit for the enforcement of any
such payment on or with respect to such Holder’s Notes; or


 


(vii)        
make any change in the amendment
or waiver provisions described in this paragraph.


 


It shall not be necessary
for the consent of the Holders under this Section 902 to approve the
particular form of any proposed amendment, supplement or waiver, but it shall
be sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 902 becomes effective, the
Company shall mail to the Holders, with a copy to the Trustee, a notice briefly
describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any supplemental indenture or the
effectiveness of any such amendment, supplement or waiver.


 


Section
903.           Execution of Amendments,
Supplements or Waivers.  The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article IX
if the amendment, supplement or waiver does not adversely affect the rights,
duties, liabilities or immunities of the Trustee.  If it does, the Trustee
may, but need not, sign it.  In signing or refusing to sign such
amendment, supplement or waiver, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Officer’s Certificate and an
Opinion of Counsel to the effect that the execution of such amendment,
supplement or waiver has been duly authorized, executed and delivered by the
Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer,
fraudulent conveyance, reorganization, moratorium and other laws now or
hereinafter in effect affecting creditors’ rights or remedies generally and the
general


 


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principles of equity (including
standards of materiality, good faith, fair dealing and reasonableness), whether
considered in a proceeding at law or at equity, such amendment, supplement or
waiver is a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms.


 


Section
904.           Revocation and Effect of Consents.  Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of that Note or
any Note that evidences all or any part of the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note. 
Subject to the following paragraph of this Section 904, any such Holder
or subsequent Holder may revoke the consent as to such Holder’s Note by written
notice to the Trustee or the Company, received by the Trustee or the Company,
as the case may be, before the date on which the Trustee receives an Officer’s
Certificate certifying that the Holders of the requisite principal amount of
Notes have consented (and not theretofore revoked such consent) to the
amendment, supplement or waiver.  The Company may, but shall not be
obligated to, fix a record date for the purpose of determining the Holders
entitled to consent to any amendment, supplement or waiver as set forth in Section
108.


 


After an amendment,
supplement or waiver becomes effective, it shall bind every Holder of Notes,
unless it makes a change described in any of clauses (i) through (viii) of the
second paragraph of Section 902.  In that case, the amendment,
supplement or waiver shall bind each Holder of a Note who has consented to it
and every subsequent Holder of such Note or any Note that evidences all or any
part of the same debt as the consenting Holder’s Note.


 


Section
905.           Conformity with TIA.  Every amendment or
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect.


 


Section
906.           Notation on or Exchange of Notes.  If an amendment, supplement
or waiver changes the terms of a Note, the Trustee shall (if required by the
Company and in accordance with the specific direction of the Company) request
the Holder of the Note to deliver it to the Trustee.  The Trustee shall
(if required by the Company and in accordance with the specific direction of
the Company) place an appropriate notation on the Note about the changed terms
and return it to the Holder.  Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms.  Failure to
make the appropriate notation or issue a new Note shall not affect the validity
and effect of such amendment, supplement or waiver.


 


ARTICLE
X



REDEMPTION OF NOTES 


 


Section
1001.         Right of Redemption.  (a)  The Notes will be
redeemable, at the Company’s option, in whole or in part, and from time to time
on and after April 15, 2008 and prior to maturity at the applicable redemption
price set forth below. Such redemption may be


 


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made upon notice mailed by
first-class mail to each Holder’s registered address in accordance with Section
1005.  The Company may provide in such notice that payment of the
redemption price and the performance of the Company’s obligations with respect
to such redemption may be performed by another Person. Any such redemption and
notice may, in the Company’s discretion, be subject to the satisfaction of one
or more conditions precedent, including the occurrence of a Change of
Control.  The Notes will be so redeemable at the following redemption
prices (expressed as a percentage of principal amount), plus accrued and unpaid
interest, if any, to the relevant Redemption Date (subject to Section 307),
if redeemed during the 12-month period commencing on April 15 of the years set
forth below:


 


	
  Period

  	
   

  	
  Redemption
  Price

  	
   

  
	
  2008

  	
   

  	
  103.438

  	
  %

  
	
  2009

  	
   

  	
  101.719

  	
  %

  
	
  2010 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)          
In
addition, at any time and from time to time on or prior to April 15, 2007, the
Company at its option may redeem Notes in an aggregate principal amount equal
to up to 35% of the original aggregate principal amount of Notes (including the
principal amount of any Additional Notes), with funds in an equal aggregate
amount (the “Redemption Amount”) not exceeding the aggregate proceeds of
one or more Equity Offerings, at a redemption price (expressed as a percentage
of principal amount thereof) of 106.875%, plus
accrued and unpaid interest, if any, to the Redemption Date (subject to Section
307); provided, however, that an aggregate principal
amount of Notes equal to at least 65% of the original aggregate principal
amount of Notes (including the principal amount of any Additional Notes) must
remain outstanding after each such redemption.  The Company may make such
redemption upon notice mailed by first-class mail to each Holder’s registered
address in accordance with Section 1005 (but in no event more than 180
days after the completion of the related Equity Offering).  The Company
may provide in such notice that payment of the redemption price and performance
of the Company’s obligations with respect to such redemption may be performed
by another Person.  Any such notice may be given prior to the completion
of the related Equity Offering, and any such redemption or notice may, at the
Company’s discretion, be subject to the satisfaction of one or more conditions
precedent, including the completion of the related Equity Offering.


 


(c)          
At
any time prior to April 15, 2008 Notes may also be redeemed or purchased (by
the Company or any other Person) in whole or in part, at the Company’s option,
at a price (the “Redemption Price”) equal to 100% of the principal
amount thereof plus the
Applicable Premium as of, and accrued but unpaid interest, if any, to, the
Redemption Date (subject to Section 307).  Such redemption or
purchase may be made upon notice mailed by first-class mail to each Holder’s
registered address in accordance with Section 1005.  The Company
may provide in such notice that payment of the Redemption Price and performance
of the Company’s obligations with respect to such redemption or purchase may be
performed by another Person.  Any such redemption, purchase or notice may,
at the Company’s discretion, be


 


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subject to the satisfaction of one
or more conditions precedent, including the occurrence of a Change of Control.


 


“Applicable Premium”
means, with respect to a Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such
Note and (ii) the excess of (A) the present value at such Redemption
Date of (1) the redemption price
of such Note on April 15, 2008 (such redemption price being that described in Section
1001(a)), plus (2) all required remaining scheduled
interest payments due on such Note through such date, computed using a discount
rate equal to the Treasury Rate plus
50 basis points, over (B) the
principal amount of such Note on such Redemption Date.  Calculation of the
Applicable Premium will be made by the Company or on behalf of the Company by
such Person as the Company shall designate; provided
that such calculation shall not be a duty or obligation of the Trustee.


 


“Treasury Rate”
means, with respect to a Redemption Date, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available at least two Business Days
prior to such Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly
equal to the period from such Redemption Date to April 15, 2008; provided, however,
that if the period from the Redemption Date to such date is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to such date is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.


 


Section
1002.         Applicability of Article.  Redemption or purchase of
Notes as permitted by Section 1001 shall be made in accordance with this
Article X.


 


Section
1003.         Election to Redeem; Notice to Trustee.  In case of any redemption
at the election of the Company of less than all of the Notes, the Company
shall, at least 30 days prior to the Redemption Date initially fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Notes to be
redeemed.


 


Section
1004.         Selection by Trustee of Notes to Be
Redeemed.  In the case of any partial redemption,
selection of the Notes for redemption will be made by the Trustee not more than
60 days prior to the Redemption Date on a pro
rata basis, by lot or by such other method as the Trustee in its
sole discretion shall deem to be fair and appropriate, although no Note of
$1,000 in original principal amount or less will be redeemed in part.


 


The Trustee shall
promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal
amount


 


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thereof to be redeemed.  On and after the
Redemption Date, interest will cease to accrue on Notes or portions thereof
called for redemption.


 


For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Notes shall relate, in the case of any Note redeemed or to be
redeemed only in part, to the portion of the principal of such Note that has been
or is to be redeemed.


 


Section
1005.         Notice of Redemption.  Notice of redemption or
purchase as provided in Section 1001 shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s
address appearing in the Note Register.


 


Any such notice shall state:


 


(1)  the expected Redemption
Date,


 


(2)  the redemption price,


 


(3)  if less than all
Outstanding Notes are to be redeemed, the identification (and, in the case of
partial redemption, the respective principal amounts) of the Notes to be
redeemed,


 


(4)  that, on the Redemption
Date, the redemption price will become due and payable upon each such Note, and
that, unless the Company defaults in making such redemption payment or the
Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture, interest thereon shall cease to accrue from and after said
date, and


 


(5)  the place where such
Notes are to be surrendered for payment of the redemption price.


 


In addition, if such redemption, purchase or notice is
subject to satisfaction of one or more conditions precedent, as permitted by Section
1001, such notice shall describe each such condition, and if applicable,
shall state that, in the Company’s discretion, the Redemption Date may be
delayed until such time as any or all such conditions shall be satisfied, or
such redemption or purchase may not occur and such notice may be rescinded in
the event that any or all such conditions shall not have been satisfied by the
Redemption Date, or by the Redemption Date as so delayed.


 


The Company may provide
in such notice that payment of the redemption price and the performance of the
Company’s obligations with respect to such redemption may be performed by
another Person.


 


91

















 


Notice of such redemption
or purchase of Notes to be so redeemed or purchased at the election of the
Company shall be given by the Company or, at the Company’s request (made to the
Trustee at least 40 days (or such shorter period as shall be satisfactory to
the Trustee) prior to the Redemption Date), by the Trustee in the name and at
the expense of the Company.


 


The notice if mailed in
the manner herein provided shall be conclusively presumed to have been given,
whether or not the Holder receives such notice.  In any case, failure to
give such notice by mail or any defect in the notice to the Holder of any Note
designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Note.


 


Section
1006.         Deposit of Redemption Price.  On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, the Company shall
segregate and hold in trust as provided in Section 403) an amount of
money sufficient to pay the redemption price of, and any accrued and unpaid
interest on, all the Notes or portions thereof which are to be redeemed on that
date.


 


Section
1007.         Notes Payable on Redemption Date.  Notice of redemption having
been given as provided in this Article X, the Notes so to be redeemed
shall, on the Redemption Date, become due and payable at the redemption price
herein specified and from and after such date (unless the Company shall default
in the payment of the redemption price or the Paying Agent is prohibited from
paying the redemption price pursuant to the terms of this Indenture) such Notes
shall cease to bear interest.  Upon surrender of such Notes for redemption
in accordance with such notice, such Notes shall be paid by the Company at the
redemption price.  Installments of interest whose Interest Payment Date is
on or prior to the Redemption Date shall be payable to the Holders of such
Notes registered as such on the relevant Regular Record Dates according to
their terms and the provisions of Section 307.


 


On and after any
Redemption Date, if money sufficient to pay the redemption price of and any
accrued and unpaid interest on Notes called for redemption shall have been made
available in accordance with Section 1006, the Notes (or the portions
thereof) called for redemption will cease to accrue interest and the only right
of the Holders of such Notes (or portions thereof) will be to receive payment
of the redemption price of and, subject to the last sentence of the preceding
paragraph, any accrued and unpaid interest on such Notes (or portions thereof)
to the Redemption Date.  If any Note (or portion thereof) called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate borne by the Note (or portion thereof).


 


Section
1008.         Notes Redeemed in Part.  Any Note that is to be
redeemed only in part shall be surrendered at the Place of Payment (with, if
the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or its attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Note without service charge, a new Note or Notes, of any
authorized


 


92

















 


denomination as requested by such
Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Note so surrendered.


 


ARTICLE
XI



SATISFACTION AND DISCHARGE


 


Section
1101.         Satisfaction and Discharge of
Indenture.  This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of or transfer or exchange of Notes herein expressly provided
for), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when


 


(i)           
either


 


(a)           all Notes theretofore authenticated and
delivered (other than (i) Notes
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 306, and (ii) Notes
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 403) have been
delivered to the Trustee cancelled or for cancellation; or


 


(b)           all such Notes not theretofore delivered
to the Trustee cancelled or for cancellation


 


(1)           have become due and payable, or


 


(2)           will become due and payable at their
Stated Maturity within one year, or


 


(3)           have been or are to be called for
redemption within one year under arrangements reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company,


 


(ii)          
the Company has irrevocably
deposited or caused to be deposited with the Trustee an amount in United States
dollars, U.S. Government Obligations, or a combination thereof, sufficient
(without reinvestment) to pay and discharge the entire Indebtedness on such
Notes not theretofore delivered to the Trustee cancelled or for cancellation,
for principal (and premium, if any) and interest to the date of such deposit
(in the case of Notes that have become due and payable), or to the Stated
Maturity or Redemption Date, as the case may be;


 


93

















 


(iii)         
the Company has paid or caused
to be paid all other sums then payable hereunder by the Company; and


 


(iv)         
the Company has delivered to the
Trustee an Officer’s Certificate of the Company and an Opinion of Counsel, each
to the effect that all conditions precedent provided for in this Section
1101 relating to the satisfaction and discharge of this Indenture have been
complied with, provided that any
such counsel may rely on any Officer’s Certificate as to matters of fact
(including as to compliance with the foregoing clauses (i), (ii) and (iii)).


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 707 and, if money shall have been deposited
with the Trustee pursuant to Section 1101(ii), the obligations of the
Trustee under Section 1102 shall survive.


 


Section
1102.         Application of Trust Money.  Subject to the provisions
of the last paragraph of Section 403, all money deposited with the
Trustee pursuant to Section 1101 shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest on the Notes; but such money need not be segregated from
other funds except to the extent required by law.


 


ARTICLE XII



DEFEASANCE OR COVENANT DEFEASANCE


 


Section
1201.         The Company’s Option to Effect
Defeasance or Covenant Defeasance.  The Company may,
concurrently (and not separately) at its option, at any time, elect to have
terminated the obligations of the Company with respect to Outstanding Notes and
to have terminated all of the obligations of the Subsidiary Guarantors with
respect to the Subsidiary Guarantees, in each case, as set forth in this Article
XII, and elect to have either Section 1202 or Section 1203 be
applied to all of the Outstanding Notes (the “Defeased Notes”), upon
compliance with the conditions set forth below in Section 1204. 
Either Section 1202 or Section 1203 may be applied to the
Defeased Notes to any Redemption Date or the Stated Maturity of the Notes.


 


Section
1202.         Defeasance and Discharge.  Upon the Company’s exercise
under Section 1201 of the option applicable to this Section 1202,
the Company shall be deemed to have been released and discharged from its
obligations with respect to the Defeased Notes on the date the relevant
conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). 
For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the Defeased
Notes, which shall thereafter be deemed to be “Outstanding” only for the
purposes of Section 1205 and the other Sections of this Indenture
referred to in clauses (a) and (b) below, and the Company and each of the
Subsidiary Guarantors shall be deemed to have satisfied all other obligations
under such Notes and this


 


94

















 


Indenture insofar as such Notes are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following, which shall
survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of Defeased
Notes to receive, solely from the trust fund described in Section 1204
and as more fully set forth in such Section, payments in respect of the
principal of and premium, if any, and interest on such Notes when such payments
are due, (b) the Company’s
obligations with respect to such Defeased Notes under Sections 304,
305, 306, 402,  403 and 416, (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder, including the Trustee’s rights under Section
707, and (d) this Article
XII.  If the Company exercises its option under this Section 1202,
payment of the Notes may not be accelerated because of an Event of Default with
respect thereto.  Subject to compliance with this Article XII, the
Company may, at its option and at any time, exercise its option under this Section
1202 notwithstanding the prior exercise of its option under Section 1203
with respect to the Notes.


 


Section
1203.         Covenant Defeasance.  Upon the Company’s exercise
under Section 1201 of the option applicable to this Section 1203,
(a) the Company and the
Subsidiary Guarantors shall be released from their respective obligations under
any covenant or provision contained in Section 405 and Sections 407
through 415 and the provisions of clauses (iii), (iv) and (v) of Section
501(a) shall not apply, and (b)
the occurrence of any event specified in clause (iv), (v) (with respect to Section 405
and Sections 407 through 415, inclusive), (vi), (vii), (viii)
(with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (x) or
(xi) of Section 601 shall be deemed not to be or result in an Event
of Default, in each case with respect to the Defeased Notes on and after the
date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not to be
“Outstanding” for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants or provisions, but shall continue to be deemed “Outstanding” for all
other purposes hereunder.  For this purpose, such Covenant Defeasance
means that, with respect to the Outstanding Notes, the Company and the
Subsidiary Guarantors may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant or
provision, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or provision or by reason of any reference in any
such covenant or provision to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 601, but, except as specified above, the remainder
of this Indenture and such Outstanding Notes shall be unaffected thereby.


 


Section
1204.         Conditions to Defeasance or
Covenant Defeasance.  The following shall be the
conditions to application of either Section 1202 or Section 1203
to the Outstanding Notes:


 


(1)  The Company shall have
irrevocably deposited or caused to be deposited with the Trustee in trust cash,
in United States dollars, or U.S. Government Obligations or a combination
thereof, in amounts as will be sufficient (without reinvestment), to pay and
discharge the principal of, and premium, if any, and interest on the Defeased
Notes on the


 


95

















 


Stated Maturity or relevant Redemption Date in accordance
with the terms of this Indenture and the Notes;


 


(2)  No Default or Event of
Default shall have occurred and be continuing on the date of such deposit;


 


(3)  Such deposit shall not
result in a breach or violation of, or constitute a Default or Event of Default
under, this Indenture or any other material agreement or instrument to which
the Company is a party or by which it is bound;


 


(4)  In the case of an
election under Section 1202, the Company shall have delivered to the
Trustee an Opinion of Counsel from Debevoise & Plimpton or other counsel in
the United States to the effect that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (y) since
the Issue Date, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm to the effect that, the Holders of the Outstanding Notes will not
recognize income, gain or loss for Federal income tax purposes as a result of
such Defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
Defeasance had not occurred; provided
that such Opinion of Counsel need not be delivered if all Notes theretofore
authenticated and delivered (other than (i) Notes
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 306, and (ii) Notes
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 403) not theretofore
delivered to the Trustee for cancellation have become due and payable, will
become due and payable at their Stated Maturity within one year, or are to be
called for redemption within one year under arrangements reasonably
satisfactory to the Trustee in the name, and at the expense, of the Company;


 


(5)  In the case of an
election under Section 1203, the Company shall have delivered to the
Trustee an Opinion of Counsel from Debevoise & Plimpton or other counsel in
the United States to the effect that the Holders of the Outstanding Notes will
not recognize income, gain or loss for Federal income tax purposes as a result
of such Covenant Defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred; and


 


(6)  The Company shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each to the effect that all conditions precedent provided for in this Section
1204 relating to either the Defeasance under Section 1202 or the
Covenant Defeasance under Section 1203, as the case may be, have been
complied with.  In rendering such Opinion of Counsel, counsel may rely on
an Officer’s Certificate as to compliance with the foregoing clauses (1), (2)
and (3) of this Section 1204 or as to any matters of fact.


 


96

















 


Section
1205.         Deposited Money and U.S. Government
Obligations To Be Held in Trust; Other Miscellaneous Provisions.  Subject to the
provisions of the last paragraph of Section 403, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or such other Person that would qualify to act as successor trustee
under Article VII, collectively and solely for purposes of this Section
1205, the “Trustee”) pursuant to Section 1204 in respect of
the Defeased Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and
indemnify the Trustee and its agents and hold them harmless against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1204, or the principal,
premium, if any, and interest received in respect thereof, other than any such
tax, fee or other charge that by law is for the account of the Holders of the
Defeased Notes.


 


Anything in this Article
XII to the contrary notwithstanding, the Trustee shall deliver to the
Company from time to time, upon Company Request, any money or U.S. Government
Obligations held by it as provided in Section 1204 that, in the opinion
of a nationally recognized accounting or investment banking firm expressed in a
written certification thereof to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Defeasance or Covenant Defeasance.  Subject to Article VII, the
Trustee shall not incur any liability to any Person by relying on such opinion.


 


Section
1206.         Reinstatement.  If the Trustee
or Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with Section 1202 or 1203, as the case may be, by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations of the Company and each of the Subsidiary Guarantors under this
Indenture, the Notes and the Subsidiary Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to Section 1202 or
1203, as the case may be, until such time as the Trustee or Paying Agent
is permitted to apply all such money and U.S. Government Obligations in
accordance with Section 1202 or 1203, as the case may be; provided, however,
that if the Company or any Subsidiary Guarantor makes any payment of principal,
premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company or Subsidiary Guarantor, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment from
the money and U.S. Government Obligations held by the Trustee or Paying Agent.


 


Section
1207.         Repayment to the Company.  The Trustee shall pay to
the Company upon Company Request any money held by it for the payment of
principal or interest that remains unclaimed for two years.  After payment
to the Company, Holders entitled to money must look to the Company for payment
as general creditors unless an applicable abandoned


 


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property law designates another
Person and all liability of the Trustee or Paying Agent with respect to such
money shall thereupon cease.


 


ARTICLE XIII


 


SUBSIDIARY
GUARANTEES


 


Section
1301.         Guarantees Generally.


 


(a)          
Guarantee
of Each Subsidiary Guarantor.  Each Subsidiary Guarantor,
as primary obligor and not merely as surety, will jointly and severally,
irrevocably and fully and unconditionally Guarantee, on an unsecured senior
basis, the punctual payment when due, whether at Stated Maturity, by acceleration
or otherwise, of all monetary obligations of the Company under this Indenture
and the Notes, whether for principal of or interest on the Notes, expenses,
indemnification or otherwise (all such obligations guaranteed by such
Subsidiary Guarantors being herein called the “Subsidiary Guaranteed
Obligations”).


 


The obligations of each
Subsidiary Guarantor will be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and after giving effect to any collections from or payments made by
or on behalf of any other Subsidiary Guarantor in respect of the obligations of
such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to
its contribution obligations under this Indenture, result in the obligations of
such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under applicable law, or being
void or unenforceable under any law relating to insolvency of debtors.


 


(b)          
Further
Agreements of Each Subsidiary Guarantor.  (i)  Each Subsidiary
Guarantor hereby agrees that (to the fullest extent permitted by law) its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of this Indenture, the Notes or the obligations of
the Company or any other Subsidiary Guarantor to the Holders or the Trustee
hereunder or thereunder, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, any release of any other Subsidiary Guarantor, the recovery of any
judgment against the Company, any action to enforce the same, whether or not a
notation concerning its Subsidiary Guarantee is made on any particular Note, or
any other circumstance that might otherwise constitute a legal or equitable
discharge or defense of a guarantor.


 


(ii)          
Each Subsidiary Guarantor hereby
waives (to the fullest extent permitted by law) the benefit of diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that (except
as otherwise provided in Section 1303) its Subsidiary Guarantee will not
be discharged except by complete performance of the obligations contained in
the Notes, this Indenture and this Subsidiary Guarantee.  Such Subsidiary
Guarantee is a guarantee of payment and not of collection.  Each
Subsidiary Guarantor further agrees (to


 


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the fullest extent permitted by law) that, as between it,
on the one hand, and the Holders of Notes and the Trustee, on the other
hand, subject to this Article XIII, (1) the maturity of the obligations guaranteed by its
Subsidiary Guarantee may be accelerated as and to the extent provided in Article
VI for the purposes of such Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed by such Subsidiary Guarantee, and (2) in the event of any acceleration
of such obligations as provided in Article VI, such obligations (whether
or not due and payable) shall forthwith become due and payable by such
Subsidiary Guarantor in accordance with the terms of this Section 1301
for the purpose of such Subsidiary Guarantee.  Neither the Trustee nor any
other Person shall have any obligation to enforce or exhaust any rights or
remedies or to take any other steps under any security for the Guaranteed Note
Obligations or against the Company or any other Person or any property of the
Company or any other Person before the Trustee is entitled to demand payment
and performance by any or all Subsidiary Guarantors of their obligations under
their respective Subsidiary Guarantees or under this Indenture.


 


(iii)         
Until terminated in accordance
with Section 1303, each Subsidiary Guarantee shall remain in full force
and effect and continue to be effective should any petition be filed by or
against the Company for liquidation or reorganization, should the Company
become insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of the
Company’s assets, and shall, to the fullest extent permitted by law, continue
to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Notes are, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on
such Notes, whether as a “voidable preference,” “fraudulent transfer” or
otherwise, all as though such payment or performance had not been made. 
In the event that any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Notes shall, to the fullest extent permitted by law,
be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


 


(c)          
Each
Subsidiary Guarantor that makes a payment or distribution under its Subsidiary
Guarantee shall have the right to seek contribution from the Company or any
non-paying Subsidiary Guarantor that has also Guaranteed the relevant
Guaranteed Note Obligations in respect of which such payment or distribution is
made, so long as the exercise of such right does not impair the rights of the
Holders under the Subsidiary Guarantees.


 


(d)          
Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and
that its Subsidiary Guarantee, and the waiver set forth in Section 1305,
are knowingly made in contemplation of such benefits.


 


(e)          
Each
Subsidiary Guarantor, pursuant to its Subsidiary Guarantee, also hereby agrees
to pay any and all reasonable out-of-pocket expenses (including reasonable


 


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counsel fees and expenses) incurred
by the Trustee or the Holders in enforcing any rights under its Subsidiary
Guarantee.


 


Section
1302.         Continuing Guarantees.  (a)  Each Subsidiary
Guarantee shall be a continuing Guarantee and shall (i) subject to Section 1303, remain in full force
and effect until payment in full of the principal amount of all Outstanding
Notes (whether by payment at maturity, purchase, redemption, defeasance,
retirement or other acquisition) and all other Subsidiary Guaranteed
Obligations of the Subsidiary Guarantor then due and owing, (ii) be binding upon such Subsidiary
Guarantor and (iii) inure to
the benefit of and be enforceable by the Trustee, the Holders and their
permitted successors, transferees and assigns.


 


(b)          
The obligations of
each Subsidiary Guarantor hereunder shall continue to be effective or shall be
reinstated, as the case may be, if at any time any payment which would
otherwise have reduced or terminated the obligations of any Subsidiary
Guarantor hereunder and under its Subsidiary Guarantee (whether such payment
shall have been made by or on behalf of the Company or by or on behalf of a
Subsidiary Guarantor) is rescinded or reclaimed from any of the Holders upon
the insolvency, bankruptcy, liquidation or reorganization of the Company or any
Subsidiary Guarantor or otherwise, all as though such payment had not been
made.


 


Section
1303.         Release of Subsidiary Guarantees.  Notwithstanding the
provisions of Section 1302, Subsidiary Guarantees will be subject to
termination and discharge under the circumstances described in this Section
1303:  Any Subsidiary Guarantor will automatically and unconditionally
be released from all obligations under its Subsidiary Guarantee, and such
Subsidiary Guarantee shall thereupon terminate and be discharged and of no
further force or effect, (i)
concurrently with any sale or disposition (by merger or otherwise) of any
Subsidiary Guarantor or any interest therein in accordance with the terms of
this Indenture (including Section 411 and Section 501) by the
Company or a Restricted Subsidiary, following which such Subsidiary Guarantor
is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary
Guarantor is released from all of its obligations under all of its Guarantees
of payment by the Company of any Bank Indebtedness of the Company (other than
by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of
any Subsidiary Guarantor with and into the Company or another Subsidiary
Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary
Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s
obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b),
upon payment in full of the aggregate principal amount of all Notes then
Outstanding and all other Subsidiary Guaranteed Obligations then due and
owing.  In addition, the Company will have the right, upon 30 days’
notice to the Trustee, to cause any Subsidiary Guarantor that has not
guaranteed payment by the Company of any Bank Indebtedness of the Company to be
unconditionally released from all obligations under its Subsidiary Guarantee,
and such Subsidiary Guarantee shall thereupon terminate and be discharged and
of no further force or effect.  Upon any such occurrence specified in this
paragraph, the Trustee shall execute any documents reasonably required in order
to evidence such release, discharge and termination in respect of such
Subsidiary Guarantee.


 


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Upon any such occurrence specified in this Section
1303, the Trustee shall execute any documents reasonably required in order
to evidence such release, discharge and termination in respect of the
applicable Subsidiary Guarantee.


 


Section
1304.         [Reserved].


 


Section
1305.         Waiver of Subrogation.  Each Subsidiary Guarantor
hereby irrevocably waives any claim or other rights that it may now or
hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of the Company’s obligations under the Notes and
this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary
Guarantee and this Indenture, including any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in
any claim or remedy of any Holder of Notes against the Company, whether or not
such claim, remedy or right arises in equity, or under contract, statute or common
law, until this Indenture is discharged and all of the Notes are discharged and
paid in full.  If any amount shall be paid to any Subsidiary Guarantor in
violation of the preceding sentence and the Notes shall not have been paid in
full, such amount shall be deemed to have been paid to such Subsidiary
Guarantor for the benefit of, and held in trust for the benefit of, the Holders
of the Notes, and shall forthwith be paid to the Trustee for the benefit of
such Holders to be credited and applied upon the Notes, whether matured or
unmatured, in accordance with the terms of this Indenture.


 


Section
1306.         Notation Not Required.  Neither the Company nor any
Subsidiary Guarantor shall be required to make a notation on the Notes to
reflect any Subsidiary Guarantee or any such release, termination or discharge
thereof.


 


Section
1307.         Successors and Assigns of
Subsidiary Guarantors.  All covenants and
agreements in this Indenture by each Subsidiary Guarantor shall bind its
respective successors and assigns, whether so expressed or not.


 


Section
1308.         Execution and Delivery of
Subsidiary Guarantees.  The Company shall cause
each Restricted Subsidiary that is required to become a Subsidiary Guarantor
pursuant to Section 414, and each Subsidiary of the Company that the
Company causes to become a Subsidiary Guarantor pursuant to Section 414,
to promptly execute and deliver to the Trustee a Supplemental Indenture
substantially in the form set forth in Exhibit D to this Indenture, or
otherwise in form and substance reasonably satisfactory to the Trustee,
evidencing its Subsidiary Guarantee on substantially the terms set forth in
this Article XIII.  Concurrently therewith, the Company shall
deliver to the Trustee an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee to the effect that such Supplemental Indenture has
been duly authorized, executed and delivered by such Restricted Subsidiary and
that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent
conveyance, reorganization, moratorium and other laws now or hereafter in
effect affecting creditors’ rights or remedies generally and the general
principles of equity (including standards of materiality, good faith, fair
dealing and reasonableness), whether considered in a proceeding at law or at
equity, such Supplemental Indenture is a valid and binding agreement of such
Restricted Subsidiary, enforceable against such Restricted Subsidiary in
accordance with its terms.


 


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Section
1309.         Notices.  Notice to any Subsidiary Guarantor shall be
sufficient if addressed to such Subsidiary Guarantor care of the Company at the
address, place and manner provided in Section 109.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed, all as of the
date first written above.


 


	
   

  	
  CDRV ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE K. JAQUETTE

  	
   

  
	
   

  	
   

  	
  Name:  George K.
  Jaquette

  
	
   

  	
   

  	
  Title:  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,
  NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOSEPH P. O’DONNELL

  	
   

  
	
   

  	
   

  	
  Name: Joseph P.
  O’Donnell

  
	
   

  	
   

  	
  Title: Corporate Trust
  Officer, Assistant Vice

            President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


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