Exhibit
4.5


 


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


 


 


8% SENIOR
SUBORDINATED NOTES DUE 2014


 

















 


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.

  	
  Limitation on Layering

  	
   

  
	
  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.

  	
  Agreement to Subordinate

  	
   

  
	
  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

  	
   

  
	
   

  	
   

  
	
  ARTICLE XIV SUBORDINATION

  	
   

  
	
   

  	
   

  
	
  Section 1401.

  	
  Agreement to Subordinate

  	
   

  
	
  Section 1402.

  	
  Liquidation, Dissolution or Bankruptcy

  	
   

  
	
  Section 1403.

  	
  Default on Senior Indebtedness

  	
   

  
	
  Section 1404.

  	
  Acceleration of Payment of Notes

  	
   

  
	
  Section 1405.

  	
  When a Distribution Must Be Paid Over

  	
   

  
	
  Section 1406.

  	
  Subrogation

  	
   

  
	
  Section 1407.

  	
  Relative Rights

  	
   

  
	
  Section 1408.

  	
  Subordination May Not Be Impaired by the
  Company

  	
   

  
	
  Section 1409.

  	
  Rights of Trustee and Paying Agent

  	
   

  
	
  Section 1410.

  	
  Distribution or Notice to Representative

  	
   

  
	
  Section 1411.

  	
  Article XIV Not to Prevent Events of
  Default or Limit Right to Accelerate

  	
   

  
	
  Section 1412.

  	
  Trust Moneys Not Subordinated

  	
   

  
	
  Section 1413.

  	
  Trustee Entitled to Rely

  	
   

  



 


iv

















 


	
  Section 1414.

  	
  Trustee to Effectuate Subordination

  	
   

  
	
  Section 1415.

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness

  	
   

  
	
  Section 1416.

  	
  Reliance by Holders of Senior Indebtedness
  on Subordination Provisions

  	
   

  
	
  Section 1417.

  	
  Trustee’s Compensation Not Prejudiced

  	
   

  
	
   

  	
   

  
	
  ARTICLE XV
  SUBORDINATION OF SUBSIDIARY GUARANTEES

  	
   

  
	
   

  	
   

  
	
  Section 1501.

  	
  Agreement to Subordinate

  	
   

  
	
  Section 1502.

  	
  Liquidation, Dissolution or Bankruptcy

  	
   

  
	
  Section 1503.

  	
  Default on Senior Indebtedness

  	
   

  
	
  Section 1504.

  	
  Acceleration of Payment of Notes

  	
   

  
	
  Section 1505.

  	
  When a Distribution Must Be Paid Over

  	
   

  
	
  Section 1506.

  	
  Subrogation

  	
   

  
	
  Section 1507.

  	
  Relative Rights

  	
   

  
	
  Section 1508.

  	
  Subordination May Not Be Impaired by
  Subsidiary Guarantors

  	
   

  
	
  Section 1509.

  	
  Rights of Trustee and Paying Agent

  	
   

  
	
  Section 1510.

  	
  Distribution or Notice to Representative

  	
   

  
	
  Section 1511.

  	
  Article XV Not to Prevent Events of
  Default or Limit Right to Accelerate

  	
   

  
	
  Section 1512.

  	
  Trust Moneys Not Subordinated

  	
   

  
	
  Section 1513.

  	
  Trustee Entitled to Rely

  	
   

  
	
  Section 1514.

  	
  Trustee to Effectuate Subordination

  	
   

  
	
  Section 1515.

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness

  	
   

  
	
  Section 1516.

  	
  Reliance by Holders of Senior Indebtedness
  on Subordination Provisions

  	
   

  
	
  Section 1517.

  	
  Trustee’s Compensation Not Prejudiced

  	
   

  
	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  



 


v

















 


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

  






 


vi

















 




	
  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.


 


 


vii

















 


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.  Notwithstanding anything to the contrary in the foregoing, the
items described in clauses (b)(i) and (e) of this definition shall not
constitute “Cash Equivalents” in determining whether Senior Indebtedness has
been paid in Cash Equivalents for purposes of the provisions of Article XIV
or Article XV.


 


“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


 


4

















 


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 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.


 


5

















 


“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.


 


“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


 


6

















 


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 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


 


7

















 


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 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


 


8

















 


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 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 Senior Notes, the Notes, the Senior 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,


 


9

















 


(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,


 


(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


 


10

















 


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 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.


 


“Designated Senior
Indebtedness” means with respect to a Person (i) the Bank Indebtedness under or in respect of the Senior
Credit Facility and (ii) any
other Senior Indebtedness of such Person that, at the date of determination,
has an aggregate principal amount equal to or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $15.0 million and is specifically designated by
such Person in an agreement or instrument evidencing or governing such Senior
Indebtedness as “Designated Senior Indebtedness” for purposes of this
Indenture.


 


“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


 


11

















 


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 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 8% Senior Subordinated Notes Due 2014, 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


 


12

















 


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 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.


 


13

















 


“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.


 


“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


 


14

















 


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),


 


(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 8% Senior Subordinated Notes Due 2014, 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.


 


15

















 


“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
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


 


16

















 


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).


 


“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


 


17

















 


“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.


 


“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


 


18

















 


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, 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


 


19

















 


(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
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 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.


 


20

















 


“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 (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;


 


21

















 


(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 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
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


 


22

















 


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, 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;


 


23

















 


(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), 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.


 


24

















 


“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 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


 


25

















 


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.


 


“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,


 


26

















 


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 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.


 


“Representative”
means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness.


 


“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


 


27

















 


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.”


 


“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”


 


28

















 


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, with respect to the Company or any Subsidiary Guarantor, (i) all Bank Indebtedness, (ii) all of its obligations in respect of
any Receivables Financing and (iii)
the principal of and premium, if any, and accrued and unpaid interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to such Person regardless of whether
post-filing interest is allowed in such proceeding) on, and all fees and other
amounts owing in respect of, all other Indebtedness of such Person, other than,
in the case of the Company, Subordinated Obligations and, in the case of any
Subsidiary Guarantor, Guarantor Subordinated Obligations; provided, however, that Senior
Indebtedness shall not include (1) any obligation of such Person to any
Restricted Subsidiary of such Person, (2) any liability for Federal, state,
foreign, local or other taxes owed or owing by such Person, (3) any accounts
payable or other liability to trade creditors arising in the ordinary course of
business (including Guarantees thereof (other than by way of letter of credit,
bank guarantee, performance or other bond, or other similar obligation) or
instruments evidencing such liabilities), (4) any obligation of such Person
described in any of clauses (i), (ii) or (iii) above that is expressly
subordinated in right of payment to any other Indebtedness of such Person, (5)
any Capital Stock of such Person or (6) that portion of any Indebtedness of
such Person that is Incurred by such Person in violation of Section 407
(but no such violation shall be deemed to exist for purposes of this clause (6)
if any holder of such Indebtedness or such holder’s representative shall have
received an Officer’s Certificate to the effect that such Incurrence of such
Indebtedness does not (or that the Incurrence of the entire committed amount
thereof at the date on which the initial borrowing thereunder is made would
not) violate Section 407). If any Senior Indebtedness is
disallowed, avoided or subordinated pursuant to the provisions of
Section 548 of Title 11 of the United States Code or any applicable state
fraudulent conveyance law, such Senior Indebtedness nevertheless will
constitute Senior Indebtedness.


 


“Senior 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 67/8% Senior Notes due 2012, as the same may be amended,
supplemented, waived or otherwise modified from time to time.


 


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


 


“Senior Subordinated
Indebtedness” means, with respect to the Company or any Subsidiary
Guarantor, the Notes (in the case of the Company) or the Subsidiary Guarantee
of such Person in respect of the Notes (in the case of such Subsidiary
Guarantor) and any other Indebtedness of such Person that ranks pari passu with the Notes or such
Subsidiary Guarantee, as the case may be.


 


29

















 


“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.


 


“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


 


30

















 


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 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


 


31

















 


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 Indenture, and the offer and issuance of the Notes and the Senior 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 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


 


32

















 


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

  
	
  “Applicable Premium”

  	
   

  	
  1001

  
	
  “Authentication
  Order”

  	
   

  	
  303

  
	
  “Bankruptcy Law”

  	
   

  	
  601

  
	
  “Blockage Notice”

  	
   

  	
  1403

  
	
  “Certificate of
  Beneficial Ownership”

  	
   

  	
  313

  
	
  “Covenant Defeasance”

  	
   

  	
  1203

  
	
  “Custodian”

  	
   

  	
  601

  
	
  “Defaulted Interest”

  	
   

  	
  307

  
	
  “Defeasance”

  	
   

  	
  1202

  
	
  “Defeased Notes”

  	
   

  	
  1201

  






 


 


33

















 




	
  “Event of Default”

  	
   

  	
  601

  
	
  “Excess Proceeds”

  	
   

  	
  411

  
	
  “Expiration Date”

  	
   

  	
  108

  
	
  “Global Notes”

  	
   

  	
  201

  
	
  “Guaranteed Note
  Obligations”

  	
   

  	
  1301

  
	
  “Guarantor Blockage
  Notice”

  	
   

  	
  1503

  
	
  “Guarantor
  Non-payment Default”

  	
   

  	
  1503

  
	
  “Guarantor Payment
  Blockage Period”

  	
   

  	
  1503

  
	
  “Guarantor Payment
  Default”

  	
   

  	
  1503

  
	
  “Initial Agreement”

  	
   

  	
  410

  
	
  “Initial Lien”

  	
   

  	
  413

  
	
  “Non-payment Default”

  	
   

  	
  1403

  
	
  “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

  
	
  “pay its Subsidiary
  Guarantee”

  	
   

  	
  1503

  
	
  “pay the Notes”

  	
   

  	
  1403

  
	
  “Payment Blockage
  Period”

  	
   

  	
  1403

  
	
  “Payment Default”

  	
   

  	
  1403

  
	
  “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;


 


34

















 


(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.


 


35

















 


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


 


36

















 


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


 


37

















 


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


 


38

















 


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.


 


39

















 


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, except as provided in Article XIV
and Article XV.


 


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


 


40

















 


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


 


41

















 


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:

  	
   

  



 


42














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


 


43

















 


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


 


44

















 


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 $320.0 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 “8% Senior Subordinated Notes Due 2014” of the
Company.  The final Stated Maturity of the Notes shall be April 15,
2014.  Interest on the Outstanding principal amount of Notes will accrue
at the rate of 8% per annum


 


45

















 


and will be 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 $320.0 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


 


46

















 


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.


 


47

















 


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.


 


48

















 


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.


 


49

















 


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


 


50

















 


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.


 


51

















 


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


 


52

















 


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


 


53

















 


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.


 


54

















 


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


 


55

















 


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.


 


56

















 


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


 


57

















 


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 Notes issued on the Issue Date (or any Senior 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


 


58

















 


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


 


59

















 


(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.


 


60

















 


Section 408.                               
Limitation on
Layering. 
The Company will not Incur any Indebtedness that is expressly subordinated in
right of payment to any Senior Indebtedness of the Company, unless such
Indebtedness so Incurred ranks pari passu in
right of payment with, or is subordinated in right of payment to, the Company’s
Indebtedness with respect to the Notes.  The Company will not permit any
Subsidiary Guarantor to Incur any Indebtedness that is expressly subordinated
in right of payment to any Senior Indebtedness of such Subsidiary Guarantor,
unless such Indebtedness so Incurred ranks pari
passu in right of payment with such Subsidiary Guarantor’s
Subsidiary Guarantee, or is subordinated in right of payment to such Subsidiary
Guarantee. Indebtedness that is unsecured or secured by a junior Lien is not
deemed to be subordinate or junior to secured Indebtedness merely because it is
unsecured or secured by a junior Lien, and Indebtedness that is not guaranteed
by a particular Person is not deemed to be subordinate or junior to
Indebtedness that is so guaranteed merely because it is not so guaranteed.


 


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


 


61

















 


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 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”):


 


62

















 


(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 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) $15.0million, 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


 


63

















 


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 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 Indenture, this Indenture, the
Senior Notes or the Notes;


 


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(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;


 


(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;


 


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(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 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


 


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(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 (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
Subordinated 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


 


67

















 


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 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).


 


68

















 


(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 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


 


69

















 


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,


 


(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 of


 


70

















 


the Company or any Subsidiary Guarantor that by its
terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the
Notes or such Subsidiary Guarantor’s Subsidiary Guarantee thereof (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.


 


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


 


71

















 


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.


 


(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;


 


72

















 


(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).


 


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.


 


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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, whether or not such payment shall be prohibited
by Article XIV, 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, whether or not such payment shall be prohibited by Article XIV;


 


(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);


 


(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;


 


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(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


 


(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


 


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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 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; provided
that so long as any Designated Senior Indebtedness of the Company shall be
outstanding, such acceleration shall not be effective until the earlier to
occur of (x) five Business Days
following delivery of a written notice of such acceleration of the Notes to the
Company and the holders of all such Designated Senior Indebtedness or each
Representative thereof and (y)
the acceleration of any such Designated Senior Indebtedness. Upon the
effectiveness of such a declaration, such principal and interest will be due
and payable immediately.  Notwithstanding the foregoing, in the event of a
declaration of acceleration in respect of the Notes because an Event of Default
specified in Section 601(vii) shall have occurred and be
continuing, such declaration of acceleration of the Notes and such Event of
Default and all consequences thereof (including any acceleration or resulting
payment default) shall be annulled, waived and rescinded, automatically and
without any action by the Trustee or the Holders, and be of no further effect,
if within 60 days after such Event of Default arose (x) the Indebtedness that is the basis for such Event of
Default has been discharged, or (y)
the holders thereof have rescinded or waived the acceleration or other event or
condition (as the case


 


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may be) giving rise to such Event of Default, or (z)
the default in respect of such Indebtedness that is the basis for such Event of
Default has been cured.


 


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,
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


 


77

















 


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 holders of Senior Indebtedness of the
Company to the extent required by Article XIV;


 


Third:  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


 


Fourth:  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


 


(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.


 


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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


 


(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


 


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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 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


 


80

















 


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 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.


 


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(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 Section 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 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;


 


82

















 


(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.


 


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


 


83

















 


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 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:


 


84

















 


(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.


 


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


 


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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.


 


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


 


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(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.


 


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:


 


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(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
provide that any Indebtedness that becomes or will become an obligation of a
Successor Company or a Subsidiary Guarantor pursuant to a transaction governed
by Article V (and that is not a Subordinated Obligation) is Senior
Subordinated Indebtedness for purposes of this Indenture,


 


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


 


(9) 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 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.


 


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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;


 


(vii)                          
make any change in Article XIV
or Article XV that adversely affects the rights of any Holder in
any material respect; or


 


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


 


Notwithstanding Section 901
and the foregoing provisions of this Section 902, no amendment to Article XIV
or Article XV of this Indenture or the definitions relating thereto
that adversely affects the rights of any holder of Senior Indebtedness at the
time outstanding (which Senior Indebtedness has been previously designated in
writing by the Company to the Trustee for this purpose) may be made unless the
holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent in writing to such amendment.


 


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


 


89

















 


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 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.


 


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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, 2009 and prior to
maturity at the applicable redemption price set forth below. Such redemption
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 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

  	
   

  
	
  2009

  	
   

  	
  104.000

  	
  %

  
	
  2010

  	
   

  	
  102.667

  	
  %

  
	
  2011

  	
   

  	
  101.333

  	
  %

  
	
  2012 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 108.000%, 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, 2009, 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


 


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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 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, 2009 (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, 2009; 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


 


92

















 


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 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.


 


93














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.


 


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


 


94

















 


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 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


 


95

















 


(in the case of Notes that have
become due and payable), or to the Stated Maturity or Redemption Date, as the
case may be;


 


(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


 


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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 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.


 


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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 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


 


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(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.


 


From and after the time
of any deposit pursuant to clause (1) of the first paragraph of this Section 1204,
the money or U.S. Government Obligations so deposited shall not be subject to
the rights of the holders of Senior Indebtedness of the Company pursuant to the
subordination provisions of Article XIV or Article XV.


 


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, Section 1412 and Section 1512,
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


 


99

















 


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
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
subordinated 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


 


100

















 


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 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
and Article XV, (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.


 


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(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
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


 


102

















 


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.


 


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.                         
Agreement to
Subordinate. 
Each Subsidiary Guarantee is, to the extent and in the manner set forth in Article XV,
subordinated and subject in right of payment to the prior payment in full of
all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary
Guarantee and each Subsidiary Guarantee is made subject to such provisions of
this Indenture.


 


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.


 


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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.


 


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.


 


ARTICLE XIV



SUBORDINATION


 


Section 1401.                         
Agreement to
Subordinate. 
The Company agrees, and each Noteholder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is unsecured Senior Subordinated
Indebtedness of the Company, subordinated in right of payment, to the extent
and in the manner provided in this Article XIV, to the prior
payment in full in cash or Cash Equivalents (when due) of all existing and
future Senior Indebtedness of the Company, and that the subordination is for
the benefit of and enforceable by the holders of Senior Indebtedness of the
Company.  The Notes shall in all respects rank pari passu with all existing and future Senior Subordinated
Indebtedness of the Company and only Indebtedness of the Company that is Senior
Indebtedness shall rank senior to the Notes in accordance with the provisions
set forth herein.  All provisions of this Article XIV shall be
subject to Section 1412.


 


Section 1402.                         
Liquidation,
Dissolution or Bankruptcy.  Upon any payment or distribution of the assets of the Company
upon a total or partial liquidation or dissolution or reorganization of or
similar proceeding relating to the Company or its property, or in a bankruptcy,
insolvency, receivership or similar proceeding relating to the Company or its
property,


 


(i)                                    
the holders of Senior
Indebtedness of the Company will be entitled to receive payment in full in cash
or Cash Equivalents of such Senior Indebtedness before the Noteholders are
entitled to receive any payment from the Company, and


 


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(ii)                                 
until the Senior Indebtedness of
the Company is paid in full in cash or Cash Equivalents, any payment or
distribution from the Company to which Noteholders would be entitled but for
this Article XIV will be made to holders of such Senior
Indebtedness as their interests may appear except that Noteholders may receive
shares of stock and any debt securities that are subordinated to such Senior
Indebtedness to at least the same extent as the Notes.


 


Section 1403.                         
Default on Senior
Indebtedness. 
The Company may not pay principal of, or premium (if any) or interest on, the
Notes or make any deposit pursuant to the provisions of Article XII
and may not otherwise purchase, redeem or otherwise retire any Notes
(collectively, “pay the Notes”) if (i)
any Senior Indebtedness of the Company is not paid in full in cash or Cash
Equivalents when due or (ii) any
other default on Senior Indebtedness of the Company occurs and the maturity of
such Senior Indebtedness is accelerated in accordance with its terms (either
such event, a “Payment Default”), unless, in either case, (x) the Payment Default has been cured or
waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness has been paid
in full in cash or Cash Equivalents.  However, the Company may pay the
Notes without regard to the foregoing if the Company and the Trustee receive
written notice approving such payment from the Representative for the
Designated Senior Indebtedness with respect to which the Payment Default has
occurred and is continuing.


 


In addition, during the
continuance of any default (other than a Payment Default) with respect to any
Designated Senior Indebtedness of the Company pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any
applicable grace period (a “Non-payment Default”), the Company may not
pay the Notes for the period specified as follows (a “Payment Blockage
Period”).  The Payment Blockage Period shall commence upon the receipt
by the Trustee (with a copy to the Company) of written notice (a “Blockage
Notice”) of such Non-payment Default from the Representative for such
Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and shall end on the earliest to occur of the following events:


 


(1)                       
179 days shall have
elapsed since such receipt of such Blockage Notice,


 


(2)                       
the Non-payment
Default giving rise to such Blockage Notice is no longer continuing (and no
other Payment Default or Non-payment Default is then continuing),


 


(3)                       
such Designated
Senior Indebtedness shall have been discharged or repaid in full in cash or
Cash Equivalents, or


 


(4)                       
such Payment Blockage
Period shall have been terminated by written notice to the Trustee and the
Company from the Person or Persons who gave such Blockage Notice.


 


The Company shall
promptly resume payments on the Notes, including any missed payments, after
such Payment Blockage Period ends, unless the holders of such Designated Senior
Indebtedness have or the Representative of such holders has accelerated the


 


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maturity of such Designated Senior Indebtedness, or
any Payment Default otherwise exists.  Not more than one Blockage Notice
to the Company may be given in any 360 consecutive day period, irrespective of
the number of defaults with respect to Designated Senior Indebtedness during
such period, except that if any Blockage Notice within such 360-day period is
given by or on behalf of any holders of Designated Senior Indebtedness other
than Bank Indebtedness, a Representative of holders of Bank Indebtedness may
give another Blockage Notice within such period.  In no event may the total
number of days during which any Payment Blockage Period is in effect extend
beyond 179 days from the date of receipt by the Trustee of the relevant
Blockage Notice, and there must be a 181 consecutive day period during any 360
consecutive day period during which no Payment Blockage Period is in effect.


 


Section 1404.                         
Acceleration of
Payment of Notes. 
If payment of the Notes is accelerated because of an Event of Default, the
Company or the Trustee (at the expense and request of the Company) shall
promptly notify the holders of the Designated Senior Indebtedness of the
Company (or the Representative of such holders) of the acceleration.  If
any Designated Senior Indebtedness of the Company is outstanding, such
acceleration will not be effective with respect to the Company until the time
specified in Section 602, and the Company may not pay the Notes
until five Business Days after such holders receive or the Representative of
each Designated Senior Indebtedness of the Company receives notice of such
acceleration and, thereafter, the Company may pay the Notes only if this Article XIV
otherwise permits payment at that time.


 


Section 1405.                         
When a
Distribution Must Be Paid Over.  If a distribution from the Company is made to
Holders that because of the provisions of this Article XIV should
not have been made to them, the Holders who receive the distribution shall hold
it in trust for holders of Senior Indebtedness of the Company and pay it over
to them as their interests may appear.


 


Section 1406.                         
Subrogation.  After all Senior Indebtedness of
the Company is paid in full in cash and Cash Equivalents and until the Notes
are paid in full, Holders shall be subrogated to the rights of holders of
Senior Indebtedness of the Company to receive distributions applicable to such
Senior Indebtedness.  For purposes of such subrogation, a distribution
made under this Article XIV to holders of Senior Indebtedness of
the Company that otherwise would have been made to Holders is not, as between
the Company, its creditors other than the holders of such Senior Indebtedness
and Holders, a payment by the Company on such Senior Indebtedness, it being
understood that the provisions of this Article XIV are and are
intended solely for the purpose of defining the relative rights of the Holders,
on the one hand, and the holders of Senior Indebtedness of the Company, on the
other hand.


 


Section 1407.                         
Relative Rights.  This Article XIV
defines the relative rights of Holders and holders of Senior
Indebtedness.  Nothing in this Indenture shall:


 


(i)                                    
impair, as between the Company
and Holders, the obligation of the Company, which is absolute and
unconditional, to pay principal of and interest on the Notes in accordance with
their terms; or


 


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(ii)                                 
prevent the Trustee or any
Holder from exercising its available remedies upon a Default, subject to the
rights of holders of Senior Indebtedness to receive distributions otherwise
payable to Holders.


 


Section 1408.                         
Subordination May
Not Be Impaired by the Company.  No right of any holder of Senior Indebtedness of
the Company to enforce the subordination of the Indebtedness evidenced by the
Notes shall be impaired by any act or failure to act by the Company or by its
failure to comply with this Indenture.


 


Section 1409.                         
Rights of Trustee
and Paying Agent. 
The Company shall give prompt written notice to the Trustee of any fact known
to the Company that would prohibit the making of any payment to or by the
Trustee in respect of the Notes.  Failure to give such notice shall not
affect the subordination of the Notes to Senior Indebtedness of the
Company.  Notwithstanding Section 1403, the Trustee or Paying
Agent may continue to make payments on the Notes and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee receives notice satisfactory to it that
such payments may not be made under this Article XIV.  The
Company, the Note Registrar or co-registrar, the Paying Agent, a Representative
or a holder of Senior Indebtedness may give the notice; provided, however,
that, if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice.  The Trustee shall be entitled to rely
on the delivery to it of a written notice by a Person representing himself or
itself to be a holder of any Senior Indebtedness (or a Representative of such
holder) to establish that such notice has been given by a holder of such Senior
Indebtedness or Representative thereof.


 


The Trustee in its
individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not the Trustee.  The Note Registrar and
co-registrar and the Paying Agent may do the same with like rights.  The
Trustee shall be entitled to all the rights set forth in this Article XIV
with respect to any Senior Indebtedness that may at any time be held by it, to
the same extent as any other holder of Senior Indebtedness; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder.  Nothing in
this Article XIV shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 707.


 


Section 1410.                         
Distribution or
Notice to Representative.  Whenever a distribution is to be made or a notice given to
holders of Senior Indebtedness, the distribution may be made and the notice
given to their Representative (if any).


 


Section 1411.                         
Article XIV
Not to Prevent Events of Default or Limit Right to Accelerate.  The failure to make a payment
pursuant to the Notes by reason of any provision in this Article XIV
shall not be construed as preventing the occurrence of a Default.  Subject
to Section 1404, nothing in this Article XIV shall have
any effect on the right of the Holders or the Trustee to accelerate the
maturity of the Notes.


 


Section 1412.                         
Trust Moneys Not
Subordinated. 
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government


 


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Obligations held in trust under Article XII
by the Trustee for the payment of principal of and premium, if any, and
interest on the Notes shall not be subordinated to the prior payment of any
Senior Indebtedness of the Company or subject to the restrictions set forth in
this Article XIV, and none of the Holders shall be obligated to pay
over any such amount to the Company or any holder of Senior Indebtedness of the
Company or any other creditor of the Company, so long as the deposit of money
or U.S. Government Obligations into such trust was made in accordance with the
provisions of Article XII and did not violate the provisions of
this Article XIV at the time such deposit was made.


 


Section 1413.                         
Trustee Entitled
to Rely. 
Upon any payment or distribution pursuant to this Article XIV, the
Trustee and the Holders shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 1402
are pending, (ii) upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Holders or (iii) upon the Representatives for the
holders of Senior Indebtedness for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Indebtedness and other Indebtedness of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article XIV.  In the
event that the Trustee determines, in good faith, that evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XIV,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article XIV, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.  The provisions of Sections
701 and 703 shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article XIV.


 


Section 1414.                         
Trustee to
Effectuate Subordination.  Each Holder, by accepting a Note, authorizes and directs the
Trustee on such Holder’s behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the Holders
and the holders of Senior Indebtedness of the Company as provided in this Article XIV
and appoints the Trustee as attorney-in-fact for any and all such purposes.


 


Section 1415.                         
Trustee Not
Fiduciary for Holders of Senior Indebtedness.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Company and shall
not be liable to any such holders if it shall mistakenly pay over or distribute
to Holders or the Company or any other Person money or assets to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article XIV
or otherwise.  With respect to the holders of Senior Indebtedness of the
Company, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article XIV
or Article XV and no implied covenants or obligations with respect
to holders of Senior Indebtedness of the Company shall be read into this
Indenture against the Trustee.


 


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Section 1416.                         
Reliance by
Holders of Senior Indebtedness on Subordination Provisions.  Each Holder, by accepting a Note,
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness of the Company, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Notes, to acquire and
continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.


 


Section 1417.                         
Trustee’s
Compensation Not Prejudiced.  Nothing in this Article XIV shall
apply to amounts due to the Trustee pursuant to other Sections of this
Indenture.


 


ARTICLE XV



SUBORDINATION OF SUBSIDIARY GUARANTEES


 


Section 1501.                         
Agreement to
Subordinate. 
Each Subsidiary Guarantor agrees, and each Noteholder, by accepting a Note,
agrees, that each Subsidiary Guarantee will be unsecured Senior Subordinated
Indebtedness of the applicable Subsidiary Guarantor, and all payments pursuant
to such Subsidiary Guarantor’s Subsidiary Guarantee made by or on behalf of
such Subsidiary Guarantor are subordinated in right of payment, to the extent
and in the manner provided in this Article XV, to the prior payment
in full in cash or Cash Equivalents (when due) of all existing and future
Senior Indebtedness of such Subsidiary Guarantor, and that the subordination is
for the benefit of and enforceable by the holders of Senior Indebtedness of
such Subsidiary Guarantor.  Such Subsidiary Guarantee shall in all
respects rank pari passu with all
existing and future Senior Subordinated Indebtedness of such Subsidiary
Guarantor and only Indebtedness of such Subsidiary Guarantor that is Senior
Indebtedness shall rank senior to such Subsidiary Guarantee in accordance with
the provisions set forth herein.  All provisions of this Article XV
shall be subject to Section 1512.


 


Section 1502.                         
Liquidation,
Dissolution or Bankruptcy.  Upon any payment or distribution of the assets of a Subsidiary
Guarantor upon a total or partial liquidation or dissolution or reorganization
of or similar proceeding relating to such Subsidiary Guarantor or its property,
or in a bankruptcy, insolvency, receivership or similar proceeding relating to
such Subsidiary Guarantor or its property,


 


(i)                                    
the holders of Senior
Indebtedness of such Subsidiary Guarantor will be entitled to receive payment
in full in cash or Cash Equivalents of such Senior Indebtedness before the
Noteholders are entitled to receive any payment from such Subsidiary Guarantor;
and


 


(ii)                                 
until the Senior Indebtedness of
such Subsidiary Guarantor is paid in full in cash or Cash Equivalents, any
payment or distribution from such Subsidiary Guarantor to which Noteholders
would be entitled but for this Article XV will be made to holders
of


 


109

















 


such Senior Indebtedness as their
interests may appear except that Noteholders may receive shares of stock and
any debt securities that are subordinated to such Senior Indebtedness to at
least the same extent as the Subsidiary Guarantee of such Subsidiary Guarantor.


 


Section 1503.                         
Default on Senior
Indebtedness. 
No Subsidiary Guarantor may make any payment pursuant to its Subsidiary
Guarantee or otherwise purchase, redeem or otherwise retire or defease any
Notes (collectively, “pay its Subsidiary Guarantee”) if (i) any Senior Indebtedness of such
Subsidiary Guarantor is not paid in full in cash or Cash Equivalents when and
to the extent due or (ii) any
other default on Senior Indebtedness of such Subsidiary Guarantor occurs and
the maturity of such Senior Indebtedness is accelerated in accordance with its
terms (either such event, a “Guarantor Payment Default”) unless, in
either case, (x) the Guarantor
Payment Default has been cured or waived and any such acceleration has been
rescinded in writing or (y) such
Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however,
that a Subsidiary Guarantor may pay its Subsidiary Guarantee without regard to
the foregoing if such Guarantor Payment Default relates to Designated Senior
Indebtedness and such Subsidiary Guarantor and the Trustee receive written
notice approving such payment from the Representative for the Designated Senior
Indebtedness with respect to which the Guarantor Payment Default has occurred
and is continuing.


 


In addition, no
Subsidiary Guarantor may pay its Subsidiary Guarantee during the continuance of
a Payment Blockage Period after receipt by the Company and the Trustee of a
Blockage Notice under Section 1403.  Notwithstanding the
provisions described in the immediately preceding sentence (but subject to the
provisions of the first paragraph of this Section 1503), a
Subsidiary Guarantor shall promptly resume payments, if any are required,
pursuant to its Subsidiary Guarantee, including any missed payments, after such
Payment Blockage Period ends, unless the holders of such Designated Senior
Indebtedness have or the Representative of such holders has accelerated the
maturity of such Designated Senior Indebtedness, or any Payment Default
otherwise exists.


 


In addition, during the
continuance of any default (other than a Guarantor Payment Default) with
respect to any Designated Senior Indebtedness of a Subsidiary Guarantor
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace period (a “Guarantor
Non-payment Default”), such Subsidiary Guarantor may not pay its Subsidiary
Guarantee for the period specified as follows (a “Guarantor Payment Blockage
Period”).  The Guarantor Payment Blockage Period shall commence upon
the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of
written notice (a “Guarantor Blockage Notice”) of such Guarantor
Non-payment Default from the Representative for such Designated Senior
Indebtedness specifying an election to effect a Guarantor Payment Blockage
Period and shall end on the earliest to occur of the following events:  (i) 179 days shall have elapsed since such
receipt of such Guarantor Blockage Notice, (ii)
the Guarantor Non-payment Default giving rise to such Guarantor Blockage Notice
is no longer continuing (and no other Guarantor Payment Default or Guarantor
Non-payment Default is then continuing), (iii)
such


 


110

















 


Designated Senior Indebtedness shall have been
discharged or repaid in full in cash or Cash Equivalents or (iv) such Guarantor Payment Blockage Period
shall have been terminated by written notice to the Trustee and such Subsidiary
Guarantor from the Person or Persons who gave such Guarantor Blockage
Notice.  A Subsidiary Guarantor may pay its Subsidiary Guarantee, after
such Guarantor Payment Blockage Period ends, unless the holders of such
Designated Senior Indebtedness have or the Representative of such holders has
accelerated the maturity of such Designated Senior Indebtedness, or any
Guarantor Payment Default otherwise exists.  Not more than one Guarantor
Blockage Notice to a Subsidiary Guarantor in the aggregate may be given in any
360 consecutive day period, irrespective of the number of defaults with respect
to Designated Senior Indebtedness of such Subsidiary Guarantor during such
period, except that if any Guarantor Blockage Notice within such 360-day period
is given by or on behalf of any holders of Designated Senior Indebtedness of
such Subsidiary Guarantor other than Bank Indebtedness, a Representative of
holders of Bank Indebtedness that is Guaranteed by such Subsidiary Guarantor
may give another Guarantor Blockage Notice within such period.  In no
event may the total number of days during which any Guarantor Payment Blockage
Period is in effect extend beyond 179 days from the date of receipt by the
Trustee of the relevant Guarantor Blockage Notice, and there must be a 181
consecutive day period during any 360 consecutive day period during which no
Guarantor Payment Blockage Period is in effect.


 


Section 1504.                         
Acceleration of
Payment of Notes. 
If payment of the Notes is accelerated because of an Event of Default, the
relevant Subsidiary Guarantor or the Trustee (at the expense and request of
such Subsidiary Guarantor) shall promptly notify the holders of the Designated
Senior Indebtedness of such Subsidiary Guarantor (or the Representative of such
holders) of the acceleration.  If any Designated Senior Indebtedness of a
Subsidiary Guarantor is outstanding, any demand for payment under such
Subsidiary Guarantee will not be effective with respect to such Subsidiary
Guarantor, and such Subsidiary Guarantor may not pay its Subsidiary Guarantee,
until five Business Days after such holders receive or the Representative of
each Designated Senior Indebtedness of such Subsidiary Guarantor receives
notice of such demand and, thereafter, such Subsidiary Guarantor may pay its
Subsidiary Guarantee only if this Article XV otherwise permits
payment at that time.  If a demand for payment is made on a Subsidiary
Guarantor pursuant to Article XIII, the Trustee shall promptly
notify the holders of the Designated Senior Indebtedness of such Subsidiary
Guarantor (or their Representatives) of such demand.


 


Section 1505.                         
When a
Distribution Must Be Paid Over.  If a distribution from a Subsidiary Guarantor
is made to Holders that because of the provisions of this Article XV
should not have been made to them, the Holders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness and pay it over to
them as their interests may appear.


 


Section 1506.                         
Subrogation.  After all Senior Indebtedness of
a Subsidiary Guarantor is paid in full in cash or Cash Equivalents and until
the Notes are paid in full, Holders shall be subrogated to the rights of
holders of Senior Indebtedness of such Subsidiary Guarantor to receive
distributions applicable to such Senior Indebtedness.  For purposes of
such subrogation, a distribution made under this Article XV to
holders of Senior Indebtedness of a


 


111

















 


Subsidiary Guarantor that otherwise would have been
made to Holders is not, as between such Subsidiary Guarantor, its creditors
other than the holders of such Senior Indebtedness, and Holders, a payment by
such Subsidiary Guarantor on such Senior Indebtedness, it being understood that
the provisions of this Article XV are and are intended solely for
the purpose of defining the relative rights of the Holders, on the one hand,
and the holders of Senior Indebtedness of Subsidiary Guarantors, on the other
hand.


 


Section 1507.                         
Relative Rights.  This Article XV
defines the relative rights of Holders and holders of Senior Indebtedness of
each Subsidiary Guarantor.  Nothing in this Indenture shall:


 


(i)                                    
impair, as between a Subsidiary
Guarantor and Holders, the obligation of such Subsidiary Guarantor, which is
absolute and unconditional, to pay principal of and interest on the Notes in
accordance with their terms; or


 


(ii)                                 
prevent the Trustee or any
Holder from exercising its available remedies upon a Default, subject to the
rights of holders of Senior Indebtedness of a Subsidiary Guarantor to receive
distributions otherwise payable to Holders.


 


Section 1508.                         
Subordination May
Not Be Impaired by Subsidiary Guarantors.  No right of any holder of Senior Indebtedness
of a Subsidiary Guarantor to enforce the subordination of the payments pursuant
to its Subsidiary Guarantee shall be impaired by any act or failure to act by
such Subsidiary Guarantor or by its failure to comply with this Indenture.


 


Section 1509.                         
Rights of Trustee
and Paying Agent. 
A Subsidiary Guarantor shall give prompt written notice to the Trustee of any
fact known to it that would prohibit the making of any payment to or by the
Trustee in respect of its Subsidiary Guarantee.  Failure to give such
notice shall not affect the subordination of the payments pursuant to its
Subsidiary Guarantee to Senior Indebtedness of such Subsidiary Guarantor. 
Notwithstanding Section 1503, the Trustee or Paying Agent may
continue to make payments pursuant to such Subsidiary Guarantee and shall not
be charged with knowledge of the existence of facts that would prohibit the
making of any such payments unless, not less than two Business Days prior to
the date of such payment, a Trust Officer of the Trustee receives notice
satisfactory to it that such payments may not be made under this Article XV. 
The Company, a Subsidiary Guarantor, the Note Registrar or co-registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness of a
Subsidiary Guarantor may give the notice; provided,
however, that, if an issue of
Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the
Representative may give the notice.  The Trustee shall be entitled to rely
on the delivery to it of a written notice by a Person representing himself or
itself to be a holder of any Senior Indebtedness of a Subsidiary Guarantor (or
a Representative of such holder) to establish that such notice has been given
by a holder of such Senior Indebtedness or Representative thereof.


 


The Trustee, in its
individual or any other capacity, may hold Senior Indebtedness of a Subsidiary
Guarantor with the same rights it would have if it were not Trustee.  The
Note Registrar and co-registrar and the Paying Agent may do the same with like
rights.  The Trustee


 


112

















 


shall be entitled to all the rights set forth in this Article XV
with respect to any Senior Indebtedness of a Subsidiary Guarantor which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness of such Subsidiary Guarantor; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder.  Nothing in
this Article XV shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 707.


 


Section 1510.                         
Distribution or
Notice to Representative.  Whenever a distribution is to be made or a notice given to
holders of Senior Indebtedness of a Subsidiary Guarantor, the distribution may
be made and the notice given to their Representative (if any).


 


Section 1511.                         
Article XV
Not to Prevent Events of Default or Limit Right to Accelerate.  The failure to make a payment
pursuant to a Subsidiary Guarantee by reason of any provision in this Article XV
shall not be construed as preventing the occurrence of a Default.  Nothing
in this Article XV shall have any effect on the right of the
Holders or the Trustee to accelerate the maturity of the Notes or make a demand
for payment on any Subsidiary Guarantor pursuant to Article XIII or
the relevant Subsidiary Guarantee.


 


Section 1512.                         
Trust Moneys Not
Subordinated. 
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government Obligations held in trust under Article XII
by the Trustee for the payment of principal, premium, if any, or interest on
the Notes shall not be subordinated to the prior payment of any Senior
Indebtedness of any Subsidiary Guarantor or subject to the restrictions set
forth in this Article XV, and none of the Holders shall be
obligated to pay over any such amount to any Subsidiary Guarantor or any holder
of Senior Indebtedness of any Subsidiary Guarantor or any other creditor of any
Subsidiary Guarantor, so long as the deposit of money or U.S. Government
Obligations into such trust was made in accordance with the provisions of Article XII
and did not violate the provisions of this Article XV at the time
such deposit was made.


 


Section 1513.                         
Trustee Entitled
to Rely. 
Upon any payment or distribution pursuant to this Article XV, the
Trustee and the Holders shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 1502
are pending, (ii) upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Holders or (iii) upon the Representatives for the
holders of Senior Indebtedness of any Subsidiary Guarantor for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other Indebtedness of
such Subsidiary Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article XV.  In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person
as a holder of such Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XV, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of such Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this Article XV,
and, if such evidence is not furnished, the Trustee


 


113

















 


may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.  The
provisions of Sections 701 and 703 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article XV.


 


Section 1514.                         
Trustee to Effectuate
Subordination. 
Each Holder, by accepting a Note, authorizes and directs the Trustee on such
Holder’s behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Holders and the holders
of Senior Indebtedness of any Subsidiary Guarantor as provided in this Article XV
and appoints the Trustee as attorney-in-fact for any and all such purposes.


 


Section 1515.                         
Trustee Not
Fiduciary for Holders of Senior Indebtedness.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of any Subsidiary
Guarantor and shall not be liable to any such holders if it shall mistakenly
pay over or distribute to Holders or the Company or any other Person, money or
assets to which any holders of Senior Indebtedness shall be entitled by virtue
of this Article XV or otherwise.  With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only
such of its covenants or obligations as are specifically set forth in this Article XV
and no implied covenants or obligations with respect to holders of Senior
Indebtedness of any Subsidiary Guarantor shall be read into this Indenture
against the Trustee.


 


Section 1516.                         
Reliance by
Holders of Senior Indebtedness on Subordination Provisions.  Each Holder, by accepting a Note,
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness of any Subsidiary Guarantor, whether such Senior
Indebtedness was created or acquired before or after the issuance of the Notes,
to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of such Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness.


 


Section 1517.                         
Trustee’s
Compensation Not Prejudiced.  Nothing in this Article XV shall
apply to amounts due to the Trustee pursuant to other Sections of this
Indenture.


 


114

















 


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

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


115