<PAGE>   1
                                                                  EXECUTION COPY








                           APOGENT TECHNOLOGIES INC.,



                    THE SUBSIDIARY GUARANTORS PARTIES HERETO,



                                       AND


                              THE BANK OF NEW YORK,
                                   AS TRUSTEE

                            8% Senior Notes due 2011






                                    INDENTURE

                            Dated as of April 4, 2001



<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
              ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
         Section 1.1 . Definitions................................................................................1
         Section 1.2 . Other Definitions..........................................................................8
         Section 1.3 . Incorporation by Reference of Trust Indenture Act..........................................8
         Section 1.4 . Rules of Construction......................................................................9

                            ARTICLE II THE SECURITIES
         Section 2.1 . Form, Dating and Terms.....................................................................9
         Section 2.2 . Execution and Authentication..............................................................15
         Section 2.3 . Registrar and Paying Agent................................................................16
         Section 2.4 . Paying Agent To Hold Money in Trust.......................................................17
         Section 2.5 . Securityholder Lists......................................................................17
         Section 2.6 . Transfer and Exchange.....................................................................17
         Section 2.7 . Form of Certificate to be Delivered in Connection with Transfers to Institutional
                               Accredited Investors..............................................................20
         Section 2.8 . Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S.22
         Section 2.9 . Mutilated, Destroyed, Lost or Stolen Securities...........................................23
         Section 2.10 . Outstanding Securities...................................................................24
         Section 2.11 . Temporary Securities.....................................................................24
         Section 2.12 . Cancellation.............................................................................25
         Section 2.13 . Payment of Interest; Defaulted Interest..................................................25
         Section 2.14 . Computation of Interest..................................................................26
         Section 2.15 . CUSIP and ISIN Numbers...................................................................26

                              ARTICLE III COVENANTS
         Section 3.1 . Payment of Securities.....................................................................26
         Section 3.2 . Limitation on Liens.......................................................................27
         Section 3.3 . Limitation on Sale-Leaseback Transactions.................................................27
         Section 3.4 . Exclusion From Limitations................................................................27
         Section 3.5 . Future Subsidiary Guarantors; Release of Guarantees.......................................28
         Section 3.6 . Maintenance of Office or Agency...........................................................28
         Section 3.7 . Corporate Existence.......................................................................28
         Section 3.8 . Maintenance of Properties.................................................................29
         Section 3.9 . Payment of Taxes and Other Claims.........................................................29
         Section 3.10 . Payments for Consent.....................................................................29
         Section 3.11 . Compliance Certificate...................................................................29
         Section 3.12 . Further Instruments and Acts.............................................................30
         Section 3.13 . Statement by Officers as to Default......................................................30

                          ARTICLE IV SUCCESSOR COMPANY
         Section 4.1 . Consolidation, Merger and Sale of Assets..................................................30

</TABLE>

                                       i

<PAGE>   3
<TABLE>
<S>                                                                                                            <C>
                       ARTICLE V REDEMPTION OF SECURITIES
         Section 5.1 . Optional Redemption.......................................................................31
         Section 5.2 . Applicability of Article..................................................................31
         Section 5.3 . Election to Redeem; Notice to Trustee.....................................................31
         Section 5.4 . Selection by Trustee of Securities to Be Redeemed.........................................31
         Section 5.5 . Notice of Redemption......................................................................31
         Section 5.6 . Deposit of Redemption Price...............................................................32
         Section 5.7 . Securities Payable on Redemption Date.....................................................33
         Section 5.8 . Securities Redeemed in Part...............................................................33

                        ARTICLE VI DEFAULTS AND REMEDIES
         Section 6.1 . Events of Default.........................................................................33
         Section 6.2 . Acceleration..............................................................................35
         Section 6.3 . Other Remedies............................................................................35
         Section 6.4 . Waiver of Past Defaults...................................................................35
         Section 6.5 . Control by Majority.......................................................................35
         Section 6.6 . Limitation on Suits.......................................................................36
         Section 6.7 . Rights of Holders to Receive Payment......................................................36
         Section 6.8 . Collection Suit by Trustee................................................................36
         Section 6.9 . Trustee May File Proofs of Claim..........................................................36
         Section 6.10 . Priorities...............................................................................37
         Section 6.11 . Undertaking for Costs....................................................................37

                               ARTICLE VII TRUSTEE
         Section 7.1 . Duties of Trustee.........................................................................37
         Section 7.2 . Rights of Trustee.........................................................................39
         Section 7.3 . Individual Rights of Trustee..............................................................40
         Section 7.4 . Trustee's Disclaimer......................................................................40
         Section 7.5 . Notice of Defaults........................................................................40
         Section 7.6 . Reports by Trustee to Holders.............................................................40
         Section 7.7 . Compensation and Indemnity................................................................40
         Section 7.8 . Replacement of Trustee....................................................................41
         Section 7.9 . Successor Trustee by Merger...............................................................42
         Section 7.10 . Eligibility; Disqualification............................................................42
         Section 7.11 . Preferential Collection of Claims Against Company........................................42
         Section 7.12 . Trustee's Application for Instruction from the Company...................................43

                 ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE
         Section 8.1 . Discharge of Liability on Securities; Defeasance..........................................43
         Section 8.2 . Conditions to Defeasance..................................................................44
         Section 8.3 . Application of Trust Money................................................................46
         Section 8.4 . Repayment to Company......................................................................46
         Section 8.5 . Indemnity for U.S. Government Securities..................................................46
         Section 8.6 . Reinstatement.............................................................................46

                              ARTICLE IX AMENDMENTS
         Section 9.1 . Without Consent of Holders................................................................46


</TABLE>

                                       ii

<PAGE>   4
<TABLE>
<S>                                                                                                            <C>
         Section 9.2 . With Consent of Holders...................................................................47
         Section 9.3 . Compliance with Trust Indenture Act.......................................................48
         Section 9.4 . Revocation and Effect of Consents and Waivers.............................................48
         Section 9.5 . Notation on or Exchange of Securities.....................................................49
         Section 9.6 . Trustee To Sign Amendments................................................................49

                         ARTICLE X SUBSIDIARY GUARANTEE
         Section 10.1 . Subsidiary Guarantee.....................................................................49
         Section 10.2 . Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation.51
         Section 10.3 . Right of Contribution....................................................................51
         Section 10.4 . No Subrogation...........................................................................52

                            ARTICLE XI MISCELLANEOUS
         Section 11.1 . Trust Indenture Act Controls.............................................................52
         Section 11.2 . Notices..................................................................................52
         Section 11.3 . Communication by Holders with other Holders..............................................53
         Section 11.4 . Certificate and Opinion as to Conditions Precedent.......................................53
         Section 11.5 . Statements Required in Certificate or Opinion............................................53
         Section 11.6 . When Securities Disregarded..............................................................54
         Section 11.7 . Rules by Trustee, Paying Agent and Registrar.............................................54
         Section 11.8 . Legal Holidays...........................................................................54
         SECTION 11.9 . GOVERNING LAW............................................................................54
         Section 11.10 . No Recourse Against Others..............................................................54
         Section 11.11 . Successors..............................................................................54
         Section 11.12 . Multiple Originals......................................................................55
         Section 11.13 . Variable Provisions.....................................................................55
         Section 11.14 . Qualification of Indenture..............................................................55
         Section 11.15 . Table of Contents; Headings.............................................................55
</TABLE>

                                       iii

<PAGE>   5

EXHIBIT A  Form of the Initial Security
EXHIBIT B  Form of the Exchange Security
EXHIBIT C  Form of Indenture Supplement to Add Subsidiary Guarantors


                                       iv

<PAGE>   6
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                          Indenture
Section                                                       Section
----------                                                   ----------
<S>                                                           <C>

310(a)(1)             ...................................    7.10
   (a)(2)             ...................................    7.10
   (a)(3)             ...................................    N.A.
   (a)(4)             ...................................    N.A.
   (b)                ...................................    7.8; 7.10
   (c)                ...................................    N.A.
311(a)                ...................................    7.11
   (b)                ...................................    7.11
   (c)                ...................................    N.A.
312(a)                ...................................    2.5
   (b)                ...................................    11.3
   (c)                ...................................    11.3
313(a)                ...................................    7.6
   (b)(1)             ...................................    N.A.
   (b)(2)             ...................................    7.6
   (c)                ...................................    7.6
   (d)                ...................................    7.6
314(a)                ...................................    3.11; 11.2; 11.5
   (b)                ...................................    N.A.
   (c)(1)             ...................................    11.4
   (c)(2)             ...................................    11.4
   (c)(3)             ...................................    N.A.
   (d)                ...................................    N.A.
   (e)                ...................................    11.5
315(a)                ...................................    7.1
   (b)                ...................................    7.5; 11.2
   (c)                ...................................    7.1
   (d)                ...................................    7.1
   (e)                ...................................    6.11
316(a)(last sentence) ...................................    11.6
   (a)(1)(A)          ...................................    6.5
   (a)(1)(B)          ...................................    6.4
   (a)(2)             ...................................    N.A.
   (b)                ...................................    6.7
317(a)(1)             ...................................    6.8
   (a)(2)             ...................................    6.9
   (b)                ...................................    2.4
318(a)                ...................................    11.1
</TABLE>


      N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
      part of this Indenture.


                                       v

<PAGE>   7

     INDENTURE dated as of April 4, 2001, among APOGENT TECHNOLOGIES INC., a
Wisconsin corporation (the "Company"), THE SUBSIDIARY GUARANTORS (as defined)
and THE BANK OF NEW YORK, a New York banking corporation (the "Trustee") as
Trustee.

     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of (i) the Company's 8% Senior
Notes due 2011 on the date hereof and the guarantees thereof by certain of the
Company's subsidiaries (the "Original Securities" or "Initial Securities"), (ii)
if and when issued, additional series of notes which may be offered subsequent
to the Issue Date and the guarantees thereof by certain of the Company's
subsidiaries (the "Subsequent Series Securities"), (iii) if and when issued in
exchange for Initial Securities as provided in the Exchange and Registration
Rights Agreement or a similar agreement relating to Initial Securities, the
Company's 8% Senior Notes due 2011 and the guarantees thereof by certain of the
Company's subsidiaries (the "Exchange Securities") and (iv) if and when issued
as provided in the Exchange and Registration Rights Agreement, the Private
Exchange Securities (as defined in the Exchange and Registration Rights
Agreement; together with Initial Securities, Subsequent Series Securities and
Exchange Securities, the "Securities").

                                   ARTICLE I

                   Definitions and Incorporation by Reference

     SECTION 1.1. Definitions

     "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;
provided, however, that the existence of a management contract by the Company or
an Affiliate of the Company to manage another entity shall not be deemed to be
control.

     "Attributable Indebtedness," when used with respect to any Sale-Leaseback
Transaction, means, as at the time of determination, the present value
(discounted at the rate of interest set forth in or implicit in the terms of the
lease) of the total obligations of the lessee for rental payments (other than
amounts required to be paid on account of property taxes, maintenance, repairs,
insurance, assessments, utilities, operating and labor costs and other items
that do not constitute payments for property rights) during the remaining term
of the lease included in such Sale-Leaseback Transaction, (including any period
for which such lease has been extended). In the case of any lease that is
terminable by the lessee upon the payment of a penalty or other termination
payment, such amount shall be the amount determined assuming termination upon
the first date such lease may be terminated (in which case the amount shall also
include the amount of the penalty or termination payment, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated).



<PAGE>   8
                                                                               2

     "Board of Directors" means, as to any Person, the board of directors of
such Person or any duly authorized committee thereof.

     "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, interests, rights
to purchase, warrants, options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) the
equity (which includes, but is not limited to, common stock, preferred stock and
partnership and joint venture interests) of such Person, (excluding any debt
securities convertible into, or exchangeable for, such equity).

     "Closing Date" with respect to any Initial Securities, means the date on
which such Initial Securities are originally issued.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Company" means Apogent Technologies Inc. or its successor.

     "Consolidated Net Tangible Assets" means, at any date of determination, the
total amount of assets of the Company and its consolidated subsidiaries after
deducting therefrom:

     (1)  all current liabilities (excluding any current liabilities that by
          their terms are extendable or renewable at the option of the obligor
          thereon to a time more than 12 months after the time as of which the
          amount thereof is being computed);

     (2)  total prepaid expenses and deferred charges; and

     (3)  all goodwill, trade names, trademarks, patents, licenses, copyrights
          and other intangible assets, all as set forth, or on a pro forma basis
          would be set forth, on the consolidated balance sheet of the Company
          and its consolidated subsidiaries for the Company's most recently
          completed fiscal quarter, prepared in accordance with generally
          accepted accounting principles.

     "Debt" means any notes, bonds, debentures or similar evidence of
indebtedness for borrowed money.

     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Definitive Securities" means certificated Securities.

     "DTC" means The Depository Trust Company, its nominees and their respective
successors and assigns, or such other depository institution hereinafter
appointed by the Company.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.


<PAGE>   9
                                                                               3

     "Exchange and Registration Rights Agreement" means the Exchange and
Registration Rights Agreement dated the Issue Date among the Initial Purchasers,
the Subsidiary Guarantors and the Company.

     "Exchange Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

     "Existing Credit Agreement" means (i) the credit agreement, dated as of
December 1, 2000, as may be amended from time to time, among the Company and
certain of its subsidiaries, as borrower, the several lenders party thereto,
Chase Securities Inc., as arranger, The Chase Manhattan Bank, as administrative
agent, and (ii) any renewal, extension, refunding, replacement or refinancing
thereof.

     "Existing Credit Agreement Guarantor" means every Subsidiary of the Company
that is a guarantor under the Existing Credit Agreement from time to time;
provided that, to the extent that any or all of such Subsidiaries cease to be
guarantors under the Existing Credit Agreement, such Subsidiaries shall cease to
be Existing Credit Agreement Guarantors.

     "Fiscal Year" means the fiscal year of the Company ending on September 30
of each year.

     "Foreign Subsidiary" of the Company shall mean any Subsidiary which is
incorporated or organized in a jurisdiction outside the United States and any
Subsidiary of such a Subsidiary.

     "GAAP" means generally accepted accounting principles 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 may be approved by a significant segment of the accounting
profession as in effect from time to time.

     "guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person:

     (1)  to purchase or pay (or advance or supply funds for the purchase or
          payment of) such Debt of such other Person (whether arising by virtue
          of partnership arrangements, or by agreement to keep-well, to purchase
          assets, goods, securities or services, to take-or-pay, or to maintain
          financial statement conditions or otherwise); or

     (2)  entered into for purposes of assuring in any other manner the obligee
          of such Debt of the payment thereof or to protect such obligee against
          loss in respect thereof (in whole or in part);

provided, however, that the term "guarantee" will not include endorsements for
collection or deposit in the ordinary course of business. The term "guarantee"
used as a verb has a corresponding meaning.



<PAGE>   10
                                                                               4

     "Holder" or "Securityholder" means the Person in whose name a Security is
registered in the Note Register.

     "Incur" means issue, create, assume, guarantee, incur or otherwise become
liable for; and the terms "Incurred" and "Incurrence" have meanings correlative
to the foregoing.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Initial Purchasers" means, collectively, Chase Securities Inc., Banc of
America Securities LLC, Banc One Capital Markets, Inc., Credit Suisse First
Boston Corporation and First Union Securities, Inc.

     "Initial Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

     "Issue Date" means the date on which the Original Securities are originally
issued.

     "Legal Holiday" has the meaning ascribed to it in Section 11.8.

     "Lien" means any mortgage, lien, security interest, pledge, charge or other
encumbrance.

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

     "Note Register" means the register of Securities, maintained by the
Registrar, pursuant to Section 2.3.

     "Obligations" has the meaning ascribed to it in Section 10.1.

     "Officer" means the Chairman of the Board, the President, the Chief
Financial Officer, any Vice President, the Treasurer or the Secretary of the
Company.

     "Officers' Certificate" means a certificate signed by two Officers or
attorneys-in-fact or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company or the Subsidiary Guarantors, as applicable.

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

     "Original Securities" means the Company's 8% Senior Notes due 2011
originally issued on the Issue Date.

     "Permitted Liens" means:

     (i)  any lien which secures Debt owing by a Subsidiary to the Company or
          another Subsidiary;


<PAGE>   11
                                                                               5

     (ii) any lien in favor of the United States of America or any state
          thereof, or any department, agency or instrumentality or political
          subdivision of the United States of America or any state thereof, to
          secure partial, progress, advance, or other payments pursuant to any
          contract or statute, or any Debt incurred by the Company or any
          Subsidiary for the purpose of financing all or any part of the
          purchase price of, or the cost of constructing or improving the
          property subject to such lien, including, without limitation, any lien
          securing industrial development, pollution control or similar revenue
          bonds;

     (iii)any lien upon any property created at the time of acquisition of such
          property by the Company or any Subsidiary or within six months after
          such time to secure all or a portion of the purchase price for such
          property or Debt incurred to finance such purchase price, whether such
          Debt was incurred prior to, at the time of or within six months after
          the date of such acquisition; or any lien upon any property to secure
          all or part of the cost of construction thereof or to secure debt
          incurred prior to, at the time of, or within six months after
          completion of such construction or the commencement of full operations
          thereof (whichever is later), to provide funds for such purpose;

     (iv) any lien upon any property owned by the Company or its Subsidiaries as
          of the date of this Indenture or existing thereon at the time of the
          acquisition thereof by the Company or any Subsidiary and any lien upon
          any property of a person existing thereon at the time such person
          becomes a Subsidiary by acquisition, merger or otherwise; provided
          that, in each case, such lien only encumbers the property or assets so
          acquired or owned by such person at the time such person becomes a
          Subsidiary;

      (v) any extension, renewal or replacement (or successive extensions,
          renewals or replacements) of liens, in whole or in part, referred to
          in clauses (i) through (iv) above; provided, however, that any such
          extension, renewal or replacement lien shall be limited to the
          property covered by the lien extended, renewed or replaced; or

     (vi) easements, rights-of-way, restrictions and other similar encumbrances
          incurred in the ordinary course of business which, in the aggregate,
          are not material in amount and which do not in any case materially
          detract from the value of the property subject thereto or materially
          interfere with the ordinary course of business of the Company or its
          Subsidiaries.

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

     "Principal Property" means, whether owned or leased on the date hereof or
thereafter acquired, each manufacturing or processing plant or facility of the
Company or a Subsidiary located in the United States of America (other than its
territories and possessions) or Puerto Rico.


<PAGE>   12
                                                                               6

     "Private Exchange Securities" shall have the meaning set forth in the
Exchange and Registration Rights Agreement or a similar agreement relating to
Initial Securities.

     "QIB" means any "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act).

     "Redemption Date" means, with respect to any redemption of Securities, the
date of redemption with respect thereto.

     "Registered Exchange Offer" shall have the meaning set forth in the
Exchange and Registration Rights Agreement.

     "Restricted Period" means the 40 consecutive days beginning on and
including the later of (A) the day on which the Initial Securities are offered
to persons other than distributors (as defined in Regulation S under the
Securities Act) and (B) the Issue Date.

     "Restricted Securities Legend" means the Private Placement Legend set forth
in clause (1) of Section 2.1(c) or the Regulation S Legend set forth in clause
(2) of Section 2.1(c), as applicable.

     "Sale-Leaseback Transaction" means the sale or transfer by the Company or
any Subsidiary of any Principal Property to a Person (other than the Company or
a Subsidiary) and the taking back by the Company or any Subsidiary, as the case
may be, of a lease of such Principal Property.

     "SEC" means the Securities and Exchange Commission.

     "Securities" means the collective reference to the Initial or Original
Securities, Subsequent Series Securities, Exchange Securities and Private
Exchange Securities.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Custodian" means the custodian with respect to the Global
Security (as appointed by DTC), or any successor Person thereto and shall
initially be the Trustee.

     "Significant Subsidiary" means any 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.

     "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 shall not include any contingent obligations to repay, redeem or
repurchase any such principal prior to the date originally scheduled for the
payment thereof.

     "Subsequent Series Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.



<PAGE>   13
                                                                               7

     "Subsidiary" means any corporation, limited liability company or other
business entity of which more than 50% of the total voting power of the equity
interests entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof or any partnership of
which more than 50% of the partners' equity interests (considering all partners'
equity interests as a single class) is, in each case, at the time owned or
controlled, directly or indirectly, by the Company one or more of the
Subsidiaries of the Company or combination thereof.

     "Subsidiary Guarantee" means, individually, any guarantee of payment of the
Securities by a Subsidiary Guarantor pursuant to the terms of this Indenture
and, collectively, all such guarantees. Each such Subsidiary Guarantee by any
Subsidiary created or acquired by the Company after the Issue Date and which
guarantees obligations under the Existing Credit Agreement will be in the form
of Exhibit C to this Indenture or such other form as shall be satisfactory to
the Trustee.

     "Subsidiary Guarantor" means each Subsidiary of the Company (other than a
Subsidiary which is not an Existing Credit Agreement Guarantor) in existence on
the Issue Date and, any Subsidiary that is required to guarantee the Securities
under the terms of this Indenture.

     "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa-77bbbb), as in effect on the date of this Indenture.

     "Trustee" means the party named as such in this Indenture until a successor
replaces it and, thereafter, means the successor.

     "Trust Officer" shall mean, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

     "U.S. Government Securities" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Securities or a specific payment of principal of or interest on any
such U.S. Government Securities held by such custodian for the account of the
holder of such depository receipt; 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 depository receipt from any amount received by the
custodian in respect of the U.S. Government Securities or the specific payment
of principal of or interest on the U.S. Government Securities evidenced by such
depository receipt.


<PAGE>   14
                                                                               8
SECTION 1.2. Other Definitions.

<TABLE>
<CAPTION>
                                                   Defined in
Term                                                Section
----                                               ----------
<S>                                                 <C>

"Agent Member"                                        2.1(d)
"Authenticating Agent"                                2.2
"Bankruptcy Law"                                      6.1
"Company Order"                                       2.2
"Corporate Trust Office"                              3.6
"covenant defeasance option"                          8.1(b)
"cross acceleration provision"                        6.1
"Custodian"                                           6.1
"Defaulted Interest"                                  2.13
"Event of Default"                                    6.1
"Exchange Global Note"                                2.1(a)
"Funded Debt"                                         3.3(c)
"Global Securities"                                   2.1(a)
"Global Securities Legend"                            2.1(c)
"IAI"                                                 2.1(a)
"Institutional Accredited Investor Global Note"       2.1(a)
"legal defeasance option"                             8.1(b)
"Paying Agent"                                        2.3
"Payment Default"                                     6.1
"Private Placement Legend"                            2.1(c)
"Registrar"                                           2.3
"Regulation S"                                        2.1(a)
"Regulation S Global Note"                            2.1(a)
"Regulation S Legend"                                 2.1(c)
"Regulation S Note"                                   2.1(a)
"Resale Restriction Termination Date"                 2.6
"Rule 144A"                                           2.1(a)
"Rule 144A Global Note"                               2.1(a)
"Rule 144A Note"                                      2.1(a)
"Special Interest Payment Date"                       2.13
"Special Record Date"                                 2.13
"Successor Company"                                   4.1

</TABLE>

     SECTION 1.3. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Securityholder.



<PAGE>   15
                                                                               9

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

     SECTION 1.4 . Rules of Construction. Unless the context otherwise requires:

     (1)  a term has the meaning assigned to it;

     (2)  an accounting term not otherwise defined has the meaning assigned to
          it in accordance with GAAP;

     (3)  "or" is not exclusive;

     (4)  "including" means including without limitation;

     (5)  words in the singular include the plural and words in the plural
          include the singular; and

     (6)  the principal amount of any noninterest bearing or other discount
          security at any date shall be the principal amount thereof that would
          be shown on a balance sheet of the issuer dated such date prepared in
          accordance with GAAP.

                                   ARTICLE II

                                 The Securities

     SECTION 2.1. Form, Dating and Terms. (a) The Original Securities are being
offered and sold by the Company pursuant to a Purchase Agreement, dated March
30, 2001, among the Company, the Subsidiary Guarantors and the Initial
Purchasers. The Original Securities will be resold initially only to (A)
qualified institutional buyers (as defined in Rule 144A under the Securities Act
("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S.
Persons (as defined in Regulation S under the Securities Act ("Regulation S"))
in reliance on Regulation S. Such Original Securities may thereafter be
transferred to among others, QIBs, purchasers in reliance on Regulation S and
IAIs in accordance with Rule 501 of the Securities Act in accordance with the
procedure described herein.

     Initial Securities offered and sold to the Initial Purchasers, and
subsequently resold to QIBs in the United States of America in reliance on Rule
144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a
permanent global Security, without interest coupons, substantially in the form
of Exhibit A, which is hereby incorporated by reference and




<PAGE>   16
                                                                              10

made a part of this Indenture, including appropriate legends as set forth in (c)
(the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. The Rule 144A Global Note may be represented by more than one
certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount
of the Rule 144A Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

     Initial Securities offered, sold and resold outside the United States of
America (the "Regulation S Note") in reliance on Regulation S shall be issued in
the form of a permanent global Security substantially in the form of Exhibit A,
including appropriate legends as set forth in (c) (the "Regulation S Global
Note"), deposited with the Trustee, as custodian for DTC, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Regulation
S Global Note may be represented by more than one certificate, if so required by
DTC's rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Regulation S Global Note may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

     Initial Securities resold after an initial resale to QIBs in reliance on
Rule 144A or an initial resale in reliance on Regulation S to institutional
"accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under
the Securities Act) who are not QIBs ("IAIs") in the United States of America
will be issued in the form of a permanent global Security substantially in the
form of Exhibit A (the "Institutional Accredited Investor Global Note")
deposited with the Trustee, as custodian for DTC, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The Institutional
Accredited Investor Global Note may be represented by more that one certificate,
if so required by DTC's rules regarding the maximum principal amount to be
represented by a single certificate. The aggregate principal amount of the
Institutional Accredited Investor Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
DTC or its nominee, as hereinafter provided.

     Exchange Securities exchanged for interests in the Rule 144A Note, the
Regulation S Note and the Institutional Accredited Investor Global Note will be
issued in the form of a permanent global Security substantially in the form of
Exhibit B, which is hereby incorporated by reference and made a part of this
Indenture, deposited with the Trustee as hereinafter provided, including the
appropriate legend set forth in (c) (the "Exchange Global Note"). The Exchange
Global Note may be represented by more than one certificate, if so required by
DTC's rules regarding the maximum principal amount to be represented by a single
certificate.

     The Rule 144A Global Note, the Regulation S Global Note, the Institutional
Investor Global Note and the Exchange Global Note are sometimes collectively
herein referred to as the "Global Securities."

     Except as described in the succeeding two sentences, the principal of (and
premium, if any) and interest on the Securities shall be payable at the office
or agency of the


<PAGE>   17
                                                                              11

Company maintained for such purpose in The City of New York, or at such other
office or agency of the Company as may be maintained for such purpose pursuant
to Section 2.3; provided, however, that, at the option of the Company, each
installment of interest may be paid by check mailed to addresses of the Persons
entitled thereto as such addresses shall appear on the Note Register. Payments
in respect of Securities represented by a Global Security (including principal,
premium and interest) will be made by wire transfer of immediately available
funds to the accounts specified by DTC. Payments in respect of Securities
represented by Definitive Securities (including principal, premium, if any, and
interest) held by a Holder of at least $1,000,000 aggregate principal amount of
Securities represented by Definitive Securities will be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 15 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

     The Private Exchange Securities shall be in the form of Exhibit A. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage, in addition to those set forth on Exhibits A and B and
in (c). The Company and the Trustee shall approve the forms of the Securities
and any notation, endorsement or legend on them. Each Security shall be dated
the date of its authentication. The terms of the Securities set forth in Exhibit
A and Exhibit B are part of the terms of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to be bound by such terms.

     (b) Denominations. The Securities shall be issuable only in fully
registered form, without coupons, and only in denominations of $1,000 and any
integral multiple thereof.

     (c) Restrictive Legends. Unless and until (i) an Initial Security is sold
under an effective registration statement or (ii) an Initial Security is
exchanged for an Exchange Security in connection with an effective registration
statement, in each case pursuant to the Exchange and Registration Rights
Agreement or a similar agreement,

     1. the Rule 144A Global Note and the Institutional Accredited Investor
Global Note shall bear the following legend (the "Private Placement Legend") on
the face thereof:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
         STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
         SUCH REGISTRATION.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN
         BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
         SECURITIES, TO OFFER, SELL OR OTHERWISE


<PAGE>   18
                                                                              12

         TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
         TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
         ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
         AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
         PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT
         TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
         REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
         RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
         OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
         IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
         (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
         WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
         INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1),
         (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY
         FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
         ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM
         PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
         AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
         DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY
         OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND
         (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
         AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL
         BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
         TERMINATION DATE."; and

     2. the Regulation S Global Note shall bear the following legend (the
"Regulation S Legend") on the face thereof:

          "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), 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 IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
         U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
         IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
         WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS
         ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
         SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")



<PAGE>   19
                                                                              13

         THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
         THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
         THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
         (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
         BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
         THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
         SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
         THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
         MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
         OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, (E)
         TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
         501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
         THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
         INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION
         INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
         INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
         CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR
         (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
         TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
         CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
         COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
         THEM AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF
         TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
         COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE
         TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS
         BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE
         SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED
         IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL
         OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
         STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
         S UNDER THE SECURITIES ACT."

     3. The Global Securities, whether or not an Initial Security, shall 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"), NEW
         YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
         TRANSFER, EXCHANGE OR PAYMENT, AND


<PAGE>   20
                                                                              14

         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 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 SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
         HEREOF."

     (d) Book-Entry Provisions. (i) This Section 2.1(d) shall apply only to
Global Securities deposited with the Trustee, as custodian for DTC.

     (ii) Each Global Security initially shall (x) be registered in the name of
DTC for such Global Security or the nominee of DTC, (y) be delivered to the
Trustee as custodian for DTC and (z) bear legends as set forth in Section
2.1(c).

     (iii) Members of, or participants in, DTC ("Agent Members") shall have no
rights under this Indenture with respect to any Global Security held on their
behalf by DTC or by the Trustee as the custodian of DTC or under such Global
Security, and DTC may be treated by the Company, the Trustee and any agent of
the Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
DTC or impair, as between DTC and its Agent Members, the operation of customary
practices of DTC governing the exercise of the rights of a Holder of a
beneficial interest in any Global Security.

     (iv) In connection with any transfer of a portion of the beneficial
interest in a Global Security pursuant to subsection (e) of this Section to
beneficial owners who are required to hold Definitive Securities, the Securities
Custodian shall reflect on its books and records the date and a decrease in the
principal amount of such Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more Definitive Securities of like tenor and amount.

     (v) In connection with the transfer of an entire Global Security to
beneficial owners pursuant to subsection (e) of this Section, such Global
Security 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 DTC in exchange for its beneficial interest
in such Global Security, an equal aggregate principal amount of Definitive
Securities of authorized denominations.


<PAGE>   21

                                                                              15


     (vi) The registered Holder of a Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

     (e) Definitive Securities. (i) Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive
Definitive Securities. If required to do so pursuant to any applicable law or
regulation, beneficial owners may obtain Definitive Securities in exchange for
their beneficial interests in a Global Security upon written request in
accordance with DTC's and the Registrar's procedures. In addition, Definitive
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in a Global Security if (a) DTC notifies the Company that
it is unwilling or unable to continue as depositary for such Global Security or
DTC ceases to be a clearing agency registered under the Exchange Act, at a time
when DTC is required to be so registered in order to act as depositary, and in
each case a successor depositary is not appointed by the Company within 90 days
of such notice or, (b) the Company executes and delivers to the Trustee and
Registrar an Officers' Certificate stating that such Global Security shall be so
exchangeable or (c) an Event of Default has occurred and is continuing and the
Registrar has received a request from DTC.

     (ii) Any Definitive Security delivered in exchange for an interest in a
Global Security pursuant to Section 2.1(d)(iv) or (v) shall, except as otherwise
provided by Section 2.6(c), bear the applicable legend regarding transfer
restrictions applicable to the Definitive Security set forth in Section 2.1(c).

     (iii) In connection with the exchange of a portion of a Definitive Security
for a beneficial interest in a Global Security, the Trustee shall cancel such
Definitive Security, and the Company shall execute, and the Trustee shall
authenticate and deliver, to the transferring Holder a new Definitive Security
representing the principal amount not so transferred.

     SECTION 2.2. Execution and Authentication. One Officer shall sign the
Securities for the Company by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless, after
giving effect to any exchange of Initial Securities for Exchange Securities.

     A Security shall not be valid until an authorized signatory of the Trustee
manually authenticates the Security. The signature of the Trustee on a Security
shall be conclusive evidence that such Security has been duly and validly
authenticated and issued under this Indenture. A Security shall be dated the
date of its authentication.

     At any time and from time to time after the execution and delivery of this
Indenture, the Trustee shall authenticate and make available for delivery: (1)
Original Securities for original issue on the Issue Date initially in an
aggregate principal amount of $325 million, (2) if and when issued, the
Subsequent Series Securities, and (3) Exchange Securities for issue only in a
Registered Exchange Offer pursuant to the Exchange and Registration Rights
Agreement, and only in exchange for Initial Securities of an equal principal
amount, in each case upon a written order of the Company signed by two Officers
or by an Officer and either an Assistant




<PAGE>   22

                                                                              16

Treasurer or an Assistant Secretary of the Company (the "Company Order"). Such
Company Order shall specify the amount of the Securities to be authenticated and
the date on which the original issue of Securities is to be authenticated and
whether the Securities are to be Initial Securities, Exchange Securities or
Subsequent Series Securities. The aggregate principal amount of notes which may
be authenticated and delivered under this Indenture is initially limited to $325
million outstanding (plus any Subsequent Series Securities), except for
Securities authenticated and delivered upon registration or transfer of, or in
exchange for, or in lieu of, other Securities of the same class pursuant to
Section 2.6, Section 2.9, Section 2.11, Section 5.8, Section 9.5 and except for
transactions similar to the Registered Exchange Offer. All Securities issued on
the Issue Date and all Subsequent Series Securities shall be identical in all
respects other than issue dates, the date from which interest accrues and any
changes relating thereto. Notwithstanding anything to the contrary contained in
this Indenture, all notes issued under this Indenture shall vote and consent
together on all matters as one class and no series of notes will have the right
to vote or consent as a separate class on any matter.

     The Trustee may appoint an agent (the "Authenticating Agent") reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, any such Authenticating Agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by the Authenticating
Agent. An Authenticating Agent has the same rights as a Paying Agent to deal
with Holders or an Affiliate of the Company.

     In case the Company or any Subsidiary Guarantor, pursuant to Article IV,
shall be consolidated or merged with or into any other Person or shall convey,
transfer, lease or otherwise dispose of its properties and assets substantially
as an entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company or any
Subsidiary Guarantor shall have been merged, or the Person which shall have
received a conveyance, transfer, lease or other disposition as aforesaid, shall
have executed an indenture supplemental hereto with the Trustee pursuant to
Article IV, any of the Securities authenticated or delivered prior to such
consolidation, merger, conveyance, transfer, lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other Securities executed in the name of the successor Person with such changes
in phraseology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Order of the successor Person, shall
authenticate and deliver Securities as specified in such order for the purpose
of such exchange. If Securities shall at any time be authenticated and delivered
in any new name of a successor Person pursuant to this Section 2.2 in exchange
or substitution for or upon registration of transfer of any Securities, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time outstanding for
Securities authenticated and delivered in such new name.

     SECTION 2.3. Registrar and Paying Agent. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Company shall cause each of
the Registrar and the Paying Agent to maintain an office or agency in the
Borough of Manhattan, The City of New York. The Registrar shall keep a register
of the Securities and of their transfer and exchange (the "Note




<PAGE>   23

                                                                              17

Register"). The Company may have one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. The
Company or any of its Subsidiaries may act as Paying Agent, Registrar,
co-registrar or transfer agent.

     The Company initially appoints DTC to act as depository with respect to the
Global Securities. The Trustee is authorized to enter into a letter of
representations with DTC in the form provided to the Trustee by the Company and
to act in accordance with such letter.

     The Company initially appoints the Trustee as Registrar and Paying Agent
for the Securities.

     SECTION 2.4. Paying Agent To Hold Money in Trust. By at least 10:00 a.m.
(New York City time) on the date on which any principal of or interest on any
Security is due and payable, the Company shall deposit with the Paying Agent a
sum sufficient to pay such principal or interest when due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that such
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money held by such Paying Agent for the payment of principal of or
interest on the Securities and shall notify the Trustee in writing of any
default by the Company or any Subsidiary Guarantor in making any such payment.
If the Company or a Subsidiary acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent (other than the Trustee) to pay
all money held by it to the Trustee and to account for any funds disbursed by
such Paying Agent. Upon complying with this Section, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further liability for the money
delivered to the Trustee. Upon any bankruptcy, reorganization or similar
proceeding with respect to the Company, the Trustee shall serve as Paying Agent
for the Securities.

     SECTION 2.5. Securityholder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Securityholders and shall otherwise comply with TIA ss.
312(a). If the Trustee is not the Registrar, or to the extent otherwise required
under the TIA, the Company, on its own behalf and on behalf of each of the
Subsidiary Guarantors, shall furnish to the Trustee, in writing at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders and
the Company shall otherwise comply with TIA ss. 312(a).

     SECTION 2.6. Transfer and Exchange. (a) The following provisions shall
apply with respect to any proposed transfer of a Rule 144A Note or an
Institutional Accredited Investor Global Note prior to the date which is two
years after the later of the date of its original issue and




<PAGE>   24

                                                                              18

the last date on which the Company or any affiliate of the Company was the owner
of such Securities (or any predecessor thereto) (the "Resale Restriction
Termination Date"):

     (i)  a transfer of a Rule 144A Note or an Institutional Accredited Investor
          Global Note or a beneficial interest therein to a QIB shall be made
          upon the representation of the transferee in the form as set forth on
          the reverse of the Security that it is purchasing 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 "qualified
          institutional buyer" 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 the proposed transferee 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;

     (ii) a transfer of a Rule 144A Note or an Institutional Accredited Investor
          Global Note or a beneficial interest therein to an IAI shall be made
          upon receipt by the Trustee or its agent of a certificate
          substantially in the form set forth in Section 2.7 from the proposed
          transferee and, if requested by the Company or the Trustee, the
          delivery of an opinion of counsel, certification and/or other
          information satisfactory to each of them; and

     (iii)a transfer of a Rule 144A Note or an Institutional Accredited
          Investor Global Note or a beneficial interest therein to a Non-U.S.
          Person shall be made upon receipt by the Trustee or its agent of a
          certificate substantially in the form set forth in Section 2.8 from
          the proposed transferee and, if requested by the Company or the
          Trustee, the delivery of an opinion of counsel, certification and/or
          other information satisfactory to each of them.

     (b) The following provisions shall apply with respect to any proposed
transfer of a Regulation S Note prior to the expiration of the Restricted
Period:

     (i)  a transfer of a Regulation S Note or a beneficial interest therein to
          a QIB shall be made upon the representation of the transferee, in the
          form of assignment on the reverse of the certificate, that it is
          purchasing the Security 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 "qualified institutional buyer" 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 the proposed transferee 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;

     (ii) a transfer of a Regulation S Note or a beneficial interest therein to
          an IAI shall be made upon receipt by the Trustee or its agent of a
          certificate substantially in the form set forth in Section 2.7 from
          the proposed transferee and, if requested by the




<PAGE>   25

                                                                              19

          Company or the Trustee, the delivery of an opinion of counsel,
          certification and/or other information satisfactory to each of them;
          and

     (iii)a transfer of a Regulation S Note or a beneficial interest therein to
          a Non-U.S. Person shall be made upon receipt by the Trustee or its
          agent of a certificate substantially in the form set forth in Section
          2.8 hereof from the proposed transferee and, if requested by the
          Company or the Trustee, receipt by the Trustee or its agent of an
          opinion of counsel, certification and/or other information
          satisfactory to each of them.

     After the expiration of the Restricted Period, interests in the Regulation
S Note may be transferred without requiring certification set forth in Section
2.7, Section 2.8 or any additional certification.

     (c) Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities not bearing a Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear a Restricted Securities
Legend. Upon the transfer, exchange or replacement of Securities bearing a
Restricted Securities Legend, the Registrar shall deliver only Securities that
bear a Restricted Securities Legend unless there is delivered to the Registrar
an Opinion of Counsel 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.

     (d) The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.1 or this Section 2.6. The
Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable prior written notice to the Registrar.

     (e) Obligations with Respect to Transfers and Exchanges of Securities.

     (i)  To permit registrations of transfers and exchanges, the Company shall,
          subject to the other terms and conditions of this Article II, execute
          and the Trustee shall authenticate Definitive Securities and Global
          Securities at the Registrar's or co-registrar's request.

     (ii) No service charge shall be made to a Holder for any registration of
          transfer or exchange, but the Company may require from a Holder
          payment of a sum sufficient to cover any transfer tax, assessments, or
          similar governmental charge payable in connection therewith (other
          than any such transfer taxes, assessments or similar governmental
          charges payable upon exchange or transfer pursuant to Section 3.6 or
          Section 9.5).

     (iii)The Registrar or co-registrar shall not be required to register the
          transfer of or exchange of any Security for a period beginning (1) 15
          days before the mailing of a notice of an offer to repurchase or
          redeem Securities and ending at the close of business on the day of
          such mailing or (2) 15 days before an interest payment date and ending
          on such interest payment date.

     (iv) Prior to the due presentation for registration of transfer of any
          Security, the Company, the Trustee, the Paying Agent, the Registrar or
          any co-




<PAGE>   26

                                                                              20

          registrar may deem and treat the person in whose name a Security is
          registered as the absolute owner of such Security for the purpose of
          receiving payment of principal of and interest on such Security and
          for all other purposes whatsoever, whether or not such Security is
          overdue, and none of the Company, the Trustee, the Paying Agent, the
          Registrar or any co-registrar shall be affected by notice to the
          contrary.

     (v)  Any Definitive Security delivered in exchange for an interest in a
          Global Security pursuant to Section 2.1(d) shall, except as otherwise
          provided by Section 2.6(c), bear the applicable legend regarding
          transfer restrictions applicable to the Definitive Security set forth
          in Section 2.1(c).

     (vi) All Securities issued upon any transfer or exchange pursuant to the
          terms of this Indenture shall evidence the same debt and shall be
          entitled to the same benefits under this Indenture as the Securities
          surrendered upon such transfer or exchange.

     (f) No Obligation of the Trustee. (i) The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Security, a
member of, or a participant in, DTC or other Person with respect to the accuracy
of the records of DTC or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Securities or with respect to the
delivery to any participant, member, beneficial owner or other Person (other
than DTC) of any notice (including any notice of redemption) or the payment of
any amount or delivery of any Securities (or other security or property) under
or with respect to such Securities. All notices and communications to be given
to the Holders and all payments to be made to Holders in respect of the
Securities shall be given or made only to or upon the order of the registered
Holders (which shall be DTC or its nominee in the case of a Global Security).
The rights of beneficial owners in any Global Security shall be exercised only
through DTC subject to the applicable rules and procedures of DTC. The Trustee
may rely and shall be fully protected in relying upon information furnished by
DTC with respect to its members, participants and any beneficial owners.

     (ii) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among DTC participants,
members or beneficial owners in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

     SECTION 2.7. Form of Certificate to be Delivered in Connection with
Transfers to Institutional Accredited Investors.

                                                         [Date]


<PAGE>   27
                                                                              21

Apogent Technologies Inc.
c/o The Bank of New York
101 Barclay Street, 21W
New York, New York  10286
Attention: Corporate Trust Administration

Dear Sirs:

     This certificate is delivered to request a transfer of $_________ principal
amount of the 8% Senior Notes due 2011 (the "Notes") of Apogent Technologies
Inc. (the "Company").

     Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:

                  Name: ___________________________________

                  Address: ________________________________

                  Taxpayer ID Number: _____________________

                  The undersigned represents and warrants to you that:

     1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Notes, and we are acquiring the Notes not with a view to, or for offer or sale
in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risk of our investment in the Notes and we invest
in or purchase securities similar to the Notes in the normal course of our
business. We and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

     2. We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the date which is two years after the later of
the date of original issue and the last date on which the Company or any
affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement which has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act ("Rule 144A"), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for
its own account or for the account of a QIB and to whom notice is given that the
transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount of Securities
of $250,000 or




<PAGE>   28

                                                                              22

(f) pursuant to any other available exemption from the registration requirements
of the Securities Act, subject in each of the foregoing cases to any requirement
of law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in
compliance with any applicable state securities laws. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Securities is proposed to be made
pursuant to clause (e) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Company and the Trustee, which shall provide, among
other things, that the transferee is an institutional "accredited investor"
(within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
that is acquiring such Securities for investment purposes and not for
distribution in violation of the Securities Act. Each purchaser acknowledges
that the Company and the Trustee reserve the right prior to any offer, sale or
other transfer prior to the Resale Termination Date of the Securities pursuant
to clauses (d), (e) or (f) above to require the delivery of an opinion of
counsel, certifications and/or other information satisfactory to the Company and
the Trustee.

                                              TRANSFEREE:______________________
                                              BY:_______________________________

     SECTION 2.8. Form of Certificate to be Delivered in Connection with
Transfers Pursuant to Regulation S.

                                                   [Date]

Apogent Technologies Inc.
c/o The Bank of New York
101 Barclay Street, 21W
New York, New York  10286
Attention: Corporate Trust Administration

                  Re:      Apogent Technologies Inc.
                           8% Senior Notes due 2011 (the "Securities")

Ladies and Gentlemen:

     In connection with our proposed sale of $__________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

     (a) the offer of the Securities was not made to a person in the United
States;

     (b) either (i) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States or (ii) the
transaction was executed in, on or through the facilities of a designated
off-shore securities market and neither we nor any person acting on our behalf
knows that the transaction has been pre-arranged with a buyer in the United
States;



<PAGE>   29

                                                                              23


     (c) no directed selling efforts have been made in the United States in
contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of
Regulation S, as applicable; and

     (d) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

     In addition, if the sale is made during a distribution compliance period
and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may
be.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                  Very truly yours,

                  [Name of Transferor]


                  By:____________________________

                  _______________________________
                        Authorized Signature

     SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Securities. If a
mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of Section 8-405 of the Uniform Commercial Code are
met and the Holder satisfies any other reasonable requirements of the Trustee.
If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is
replaced, and, in the absence of notice to the Company, any Subsidiary Guarantor
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon Company Order the Trustee shall authenticate
and make available for delivery, in exchange for any such mutilated Security or
in lieu of any such destroyed, lost or stolen Security, a new Security of like
tenor and principal amount, bearing a number not contemporaneously outstanding.

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



<PAGE>   30

                                                                              24

     Upon the issuance of any new Security under this Section, 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) in connection therewith.

     Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, any Subsidiary Guarantor (if
applicable) and any other obligor upon the Securities, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

     The provisions of this Section 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 Securities.

     SECTION 2.10. Outstanding Securities. Securities outstanding at any time
are all Securities authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation and those described in this Section as
not outstanding. A Security ceases to be outstanding in the event the Company or
a Subsidiary of the Company holds the Security, provided, however, that (i) for
purposes of determining which are outstanding for consent or voting purposes
hereunder, Securities shall cease to be outstanding in the event the Company or
an Affiliate of the Company holds the Security and (ii) in determining whether
the Trustee shall be protected in making a determination whether the Holders of
the requisite principal amount of outstanding Securities are present at a
meeting of Holders of Securities for quorum purposes or have consented to or
voted in favor of any request, demand, authorization, direction, notice,
consent, waiver, amendment or modification hereunder, or relying upon any such
quorum, consent or vote, only Securities which a Trust Officer of the Trustee
actually knows to be held by the Company or an Affiliate of the Company shall
not be considered outstanding.

     If a Security is replaced pursuant to Section 2.9, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

     If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date money sufficient to pay all
principal and interest payable on that date with respect to the Securities (or
portions thereof) to be redeemed or maturing, as the case may be, and the Paying
Agent is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture, then on and after that date such
Securities (or portions thereof) cease to be outstanding and interest on them
ceases to accrue.

     SECTION 2.11. Temporary Securities. Until Definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
Definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Definitive



<PAGE>   31

                                                                              25

Securities. After the preparation of Definitive Securities, the temporary
Securities shall be exchangeable for Definitive Securities upon surrender of the
temporary Securities at any office or agency maintained by the Company for that
purpose and such exchange shall be without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities, the Company shall
execute, and the Trustee shall authenticate and make available for delivery in
exchange therefor, one or more Definitive Securities representing an equal
principal amount of Securities. Until so exchanged, the Holder of temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as a holder of Definitive Securities.

     SECTION 2.12. Cancellation. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel and
return to the Company all Securities surrendered for registration of transfer,
exchange, payment or cancellation. The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation for
any reason other than in connection with a transfer or exchange.

     SECTION 2.13. Payment of Interest; Defaulted Interest. Interest on any
Security which is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the Person in whose name such Security
(or one or more predecessor Securities) is registered at the close of business
on the regular record date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 2.3.

     Any interest on any Security which is payable, but is not paid when the
same becomes due and payable and such nonpayment continues for a period of 30
days shall forthwith cease to be payable to the Holder on the regular record
date by virtue of having been such Holder, and such defaulted interest and (to
the extent lawful) interest on such defaulted interest at the rate borne by the
Securities (such defaulted interest and interest thereon herein collectively
called "Defaulted Interest") shall be paid by the Company, at its election in
each case, as provided in clause (a) or (b) below:

     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities (or their respective predecessor
Securities) are registered at the close of business on a Special Record Date (as
defined below) 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 Security and the date
(not less than 30 days after such notice) of the proposed payment (the "Special
Interest Payment Date"), 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 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 in this clause provided. Thereupon the Trustee
shall fix a record date (the "Special Record Date") for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the Special Interest Payment Date 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




<PAGE>   32

                                                                              26

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 and Special Interest Payment Date therefor to be given in the manner
provided for in Section 11.2, 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 and Special Interest Payment Date therefor having been so given,
such Defaulted Interest shall be paid on the Special Interest Payment Date to
the Persons in whose names the Securities (or their respective predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (b).

     (b) 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 Securities 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, such manner of payment shall be deemed
practicable by the Trustee.

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

     SECTION 2.14. Computation of Interest. Interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 2.15. CUSIP and ISIN Numbers. The Company in issuing the Securities
may use "CUSIP" and "ISIN" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" and "ISIN" numbers in notices of redemption as a
convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such CUSIP or ISIN numbers. The Company shall promptly notify the
Trustee of any change in the CUSIP and ISIN numbers.

                                   ARTICLE III

                                    Covenants

     SECTION 3.1. Payment of Securities. The Company shall promptly pay the
principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Securityholders on that
date.



<PAGE>   33

                                                                              27


     The Company shall pay interest on overdue principal at the rate specified
therefor in the Securities, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

     Notwithstanding anything to the contrary contained in this Indenture, the
Company may, to the extent it is required to do so by law, deduct or withhold
income or other similar taxes imposed by the United States of America from
principal or interest payments hereunder.

     SECTION 3.2. Limitation on Liens. The Company shall not, and shall not
permit any Subsidiary to, create, assume, incur or suffer to exist any Lien,
other than a Permitted Lien, upon any Principal Property or upon any shares of
Capital Stock or indebtedness of any Subsidiary owning or leasing any Principal
Property, whether owned or leased on the date of this Indenture or hereafter
acquired to secure any Debt incurred or guaranteed by the Company or any
Subsidiary (other than the Securities), without in any such case making
effective provision whereby all of the Securities outstanding (together with, if
the Company so determines, any other Debt or guarantee thereof by the Company or
any such Subsidiary ranking equally with the Securities or the Guarantees) shall
be secured equally and ratably with, or prior to, such Debt for so long as such
Debt shall be so secured.

     SECTION 3.3. Limitation on Sale-Leaseback Transactions. The Company will
not, and will not permit any Subsidiary to, enter into any Sale-Leaseback
Transaction unless:

     (a) such Sale-Leaseback Transaction occurs within six months from the date
of the acquisition of the Principal Property subject thereto or the date of the
completion of construction or commencement of full operations of such Principal
Property, whichever is later;

     (b) the Sale-Leaseback Transaction involves a lease for a period, including
renewals, of not more than three years; or

     (c) the Company or such Subsidiary, within a one-year period after such
Sale-Leaseback Transaction, applies or causes to be applied an amount not less
than the Attributable Indebtedness from such Sale-Leaseback Transaction to the
prepayment, repayment, redemption, reduction or retirement of any Debt of the
Company or any Subsidiary having a maturity of more than one year ("Funded
Debt") that is not subordinated to the Securities.

The restrictions under this Section 3.3 do not prohibit the continuation of the
sale-leaseback arrangement entered into by the Company on December 21, 1988, as
amended in connection with the spin-off.

     SECTION 3.4. Exclusion From Limitations. Notwithstanding Sections 3.2 and
3.3 above, the Company may, and may permit any Subsidiary to, create, assume,
incur or suffer to exist any Lien other than a Permitted Lien upon any Principal
Property to secure Debt incurred or guaranteed by the Company or any Subsidiary
(other than the Securities) or effect any Sale-Leaseback Transaction of a
Principal Property that is not excepted by Sections 3.3(a), (b) and (c) above,
inclusive, of the first paragraph of Section 3.3, without equally and ratably
securing the




<PAGE>   34

                                                                              28

Securities provided that, after giving effect thereto, the aggregate principal
amount of outstanding Debt (other than the Securities) secured by Liens other
than Permitted Liens upon Principal Property plus the Attributable Indebtedness
from Sale-Leaseback Transactions of Principal Property not so excepted, do not
exceed 10% of Consolidated Net Tangible Assets.

     SECTION 3.5. Future Subsidiary Guarantors; Release of Guarantees. After the
Issue Date, the Company will cause each Subsidiary created or acquired by the
Company and which becomes an Existing Credit Agreement Guarantor to execute and
deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary
Guarantor will unconditionally guarantee, jointly and severally, to each Holder
and the Trustee the full and prompt payment of the principal of, premium, if
any, and interest on the Securities, when and as the same become due and
payable, whether at maturity, upon redemption or repurchase, by declaration or
acceleration or otherwise; provided that if for any reason, the obligations of a
Subsidiary Guarantor terminate under the Existing Credit Agreement (including,
without limitation, upon agreement of the lenders thereunder or upon replacement
thereof with a credit facility not requiring such guarantees or upon such
Subsidiary Guarantor ceasing to be a Subsidiary), such Subsidiary Guarantor will
be deemed released from all its obligations under this Indenture and its
Subsidiary Guarantee will terminate.

     SECTION 3.6. Maintenance of Office or Agency. The Company will maintain in
The City of New York, an office or agency where the Securities may be presented
or surrendered for payment, where, if applicable, the Securities may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The principal corporate trust office (the "Corporate Trust
Office") of the Trustee located in The City of New York shall be such office or
agency of the Company, unless the Company shall designate and maintain some
other office or agency for one or more of such purposes. The Company will give
prompt written notice to the Trustee of any change in the location of any such
office or agency. If at any time the Company shall fail to maintain any such
required 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, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies (in or outside of The City of New York) where the Securities may be
presented or surrendered for any or all such purposes and may from time to time
rescind any such designation; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in The City of New York for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and any change in the location of any such other office or agency.

     SECTION 3.7. Corporate Existence. Subject to Article IV and Section 10.2,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and that of each
Subsidiary and the corporate rights (charter and statutory) licenses and
franchises of the Company and each Subsidiary; provided, however, that the
Company shall not be required to preserve any such existence (except the
Company), right, license or franchise if the Board of Directors of the Company
shall determine that the




<PAGE>   35

                                                                              29

preservation thereof is no longer desirable in the conduct of the business of
the Company and each of its Subsidiaries, taken as a whole, and that the loss
thereof is not, and will not be, disadvantageous in any material respect to the
Holders, and provided, further, the Company may merge in accordance with Section
4.1 and 10.2.

     SECTION 3.8. Maintenance of Properties. The Company shall cause all
properties owned by the Company or any of its Subsidiaries or used or held for
use in the conduct of its business or the business of any such Subsidiary to be
maintained and kept in good condition, repair and working order (reasonable wear
and tear excepted) and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided that nothing in this Section
shall prevent the Company from discontinuing the operation or maintenance of any
of such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any such Subsidiary
and not disadvantageous in any material respect to the Holders.

     SECTION 3.9. Payment of Taxes and Other Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary and (ii) all lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a material
liability or lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which appropriate reserves, if necessary (in the good faith
judgment of management of the Company), are being maintained in accordance with
GAAP or where the failure to effect such payment will not be disadvantageous to
the Holders.

     SECTION 3.10. Payments for Consent. Neither the Company nor any of its
Subsidiaries will, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fees or otherwise, to any Holder of
any Securities for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid or is paid to all Holders of the Securities
that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

     SECTION 3.11. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each Fiscal Year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers know
of any Default or Event of Default that occurred during such period. If they do,
the certificate shall describe the Default or Event of Default, its status and
what action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA ss. 314(a)(4).



<PAGE>   36

                                                                              30


     SECTION 3.12. Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

     SECTION 3.13. Statement by Officers as to Default. The Company shall
deliver to the Trustee, as soon as possible and in any event within 10 days
after the Company becomes aware of the occurrence of any Event of Default or an
event which, with notice or the lapse of time or both, would constitute an Event
of Default, an Officers' Certificate setting forth the details of such Event of
Default or default and the action which the Company proposes to take with
respect thereto.

                                   ARTICLE IV

                               Successor Company

     SECTION 4.1. Consolidation, Merger and Sale of Assets. The Company shall
not consolidate with or merge with or into, or sell, lease, or convey all or
substantially all its assets to, any Person, unless:

     (i)  the resulting, surviving or transferee Person (the "Successor
          Company") shall be either the Company or a Person organized 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, by supplemental indenture, executed and
          delivered to the Trustee, in form satisfactory to the Trustee, all the
          obligations of the Company under the Securities and this Indenture;
          and

     (ii) immediately after giving effect to such transaction, no Event of
          Default or event which with notice or lapse of time would be an Event
          of Default has occurred and is continuing.

     For purposes of this Section 4.1, the sale, lease, conveyance, assignment,
transfer, or other disposition of all or substantially all of the properties and
assets of one or more Subsidiaries of the Company, which properties and assets,
if held by the Company instead of such Subsidiaries, would constitute all or
substantially all of the properties and assets of the Company on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.

     The Successor Company will succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture, but, in the
case of a lease of all or substantially all its assets, the Company will not be
released from the obligation to pay the principal of and interest on the
Securities.


<PAGE>   37

                                                                              31

                                   ARTICLE V

                            Redemption of Securities

     SECTION 5.1. Optional Redemption. The Securities may be redeemed, as a
whole or from time to time in part, subject to the conditions and at the
redemption prices specified in the form of Securities set forth in Exhibits A
and B hereto, which are hereby incorporated by reference and made a part of this
Indenture, together with accrued and unpaid interest to the Redemption Date.

     SECTION 5.2. Applicability of Article. Redemption of Securities at the
election of the Company or otherwise, as permitted or required by any provision
of this Indenture, shall be made in accordance with such provision and this
Article.

     SECTION 5.3. Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities pursuant to Section 5.1 shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company, the
Company shall, upon not later than the earlier of the date that is 30 days prior
to the Redemption Date fixed by the Company or the date on which notice is given
to the Holders (except as provided in Section 5.5 or unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities to be redeemed and shall deliver
to the Trustee such documentation and records as shall enable the Trustee to
select the Securities to be redeemed pursuant to Section 5.4.

     SECTION 5.4. Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities are to be redeemed at any time pursuant to an optional
redemption, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the outstanding
Securities not previously called for redemption, in compliance with the
requirements of the principal securities exchange, if any, on which such
Securities are listed, or, if such Securities are not so listed, on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and
appropriate (and in such manner as complies with applicable legal requirements)
and which may provide for the selection for redemption of portions of the
principal of the Securities; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Security not redeemed to
less than $1,000.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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

     SECTION 5.5. Notice of Redemption. Notice of redemption shall be given in
the manner provided for in Section 11.2 not less than 30 nor more than 60 days
prior to the




<PAGE>   38

                                                                              32

Redemption Date, to each Holder of Securities to be redeemed. The Trustee shall
give notice of redemption in the Company's name and at the Company's expense;
provided, however, that the Company shall deliver to the Trustee, at least 15
days prior to the date the notice of redemption is to be given (unless a shorter
period shall be acceptable to the Trustee), an Officers' Certificate requesting
that the Trustee give such notice and setting forth the information to be stated
in such notice as provided in the following items.

     All notices of redemption shall state:

     (1) the Redemption Date,

     (2) the redemption price and the amount of accrued interest to the
Redemption Date payable as provided in Section 5.7, if any,

     (3) if less than all outstanding Securities are to be redeemed, the
identification of the particular Securities (or portion thereof) to be redeemed,
as well as the aggregate principal amount of Securities to be redeemed and the
aggregate principal amount of Securities to be outstanding after such partial
redemption,

     (4) in case any Security is to be redeemed in part only, the notice which
relates to such Security shall state that on and after the Redemption Date, upon
surrender of such Security, the Holder will receive, without charge, a new
Security or Securities of authorized denominations for the principal amount
thereof remaining unredeemed,

     (5) that on the Redemption Date the redemption price (and accrued interest,
if any, to the Redemption Date payable as provided in Section 5.7) will become
due and payable upon each such Security, or the portion thereof, to be redeemed,
and, unless the Company defaults in making the redemption payment, that interest
on Securities called for redemption (or the portion thereof) will cease to
accrue on and after said date,

     (6) the place or places where such Securities are to be surrendered for
payment of the redemption price and accrued interest, if any,

     (7) the name and address of the Paying Agent,

     (8) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price,

     (9) the CUSIP number, and that no representation is made as to the accuracy
or correctness of the CUSIP number, if any, listed in such notice or printed on
the Securities, and

     (10) the paragraph of the Securities pursuant to which the Securities are
to be redeemed.

     SECTION 5.6. Deposit of Redemption Price. 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, segregate and hold in trust as
provided in Section 2.4) an amount of




<PAGE>   39

                                                                              33

money sufficient to pay the redemption price of, and accrued interest on, all
the Securities which are to be redeemed on that date.

     SECTION 5.7. Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the redemption price therein
specified (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of the
redemption price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the redemption price,
together with accrued interest, if any, to the Redemption Date (subject to the
rights of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date).

     If any Security 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 Securities.

     SECTION 5.8. Securities Redeemed in Part. Any Security which is to be
redeemed only in part (pursuant to the provisions of this Article) shall be
surrendered at the office or agency of the Company maintained for such purpose
pursuant to Section 3.6 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and make available for delivery to the Holder of such
Security at the expense of the Company, a new Security or Securities, of any
authorized denomination as requested by such Holder, in an aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered, provided that each such new Security will be in a
principal amount of $1,000 or integral multiple thereof.

                                   ARTICLE VI

                              Defaults and Remedies

     SECTION 6.1. Events of Default. An "Event of Default" occurs if:

     (1) the Company defaults in any payment of interest or additional interest
(as required by the Exchange and Registration Rights Agreement) on any Security
when the same becomes due and payable, and such default continues for a period
of 30 days;

     (2) the Company defaults in the payment of the principal or premium, if
any, on any Security when the same becomes due and payable at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
or otherwise;

     (3) the Company defaults in the performance of or a breach by the Company
of any other covenant or agreement in this Indenture or under the Securities
(other than those referred to in (1) or (2) above) and such default continues
for 60 days after written


<PAGE>   40

                                                                              34

notice from the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities;

     (4) (A) failure by the Company or any Subsidiary Guarantor to pay
indebtedness for money borrowed by the Company or such Subsidiary Guarantor, as
the case may be, in an aggregate principal amount of at least $25,000,000, at
the later of final maturity or the expiration of any applicable grace period
("Payment Default") or (B) acceleration of the maturity of indebtedness for
money borrowed by the Company or any Subsidiary Guarantor, as the case may be,
in an aggregate principal amount of at least $25,000,000, if that acceleration
results from a default under the instrument giving rise to or securing such
indebtedness for money borrowed (the "cross acceleration provision");

     (5) the Company, the Subsidiary Guarantors or any other respective
Subsidiaries which is a Significant Subsidiary, pursuant to or within the
meaning of any Bankruptcy Law (as defined below):

     (A)  commences a voluntary case;

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

     (C)  consents to the appointment of a Custodian (as defined below) of it or
          for any substantial part of its property; or

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

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

     (A)  is for relief against the Company in an involuntary case;

     (B)  appoints a Custodian of the Company for all or substantially all of
          the Company's property; or

     (C)  orders the winding up or liquidation of the Company; and

     in each case the order or decree remains unstayed and in effect for 90
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 or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.



<PAGE>   41

                                                                              35


     The Company shall deliver to the Trustee, within 10 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Default or Event of Default under clauses (3), (4), (5) or (6) of this
Section 6.1, which such notice shall contain the status thereof and a
description of the action being taken or proposed to be taken by the Company in
respect thereof.

     SECTION 6.2. Acceleration. If an Event of Default occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in outstanding principal amount of the Securities by notice to the Company and
the Trustee, may, and the Trustee at the request of such Holders shall, declare
the principal of, premium, if any, and accrued and unpaid interest, on all the
Securities to be due and payable. Upon such a declaration, such principal,
premium, if any, and accrued and unpaid interest shall be immediately due and
payable.

     SECTION 6.3. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of (or premium, if any) or interest on the Securities or to enforce
the performance of any provision of the Securities or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

     SECTION 6.4. Waiver of Past Defaults. The Holders of a majority in
principal amount of the outstanding Securities by notice to the Trustee may (a)
waive, by their consent (including, without limitation consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities), an existing Default or Event of Default and its consequences except
(i) a Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on a Security or (ii) a Default or Event of Default
in respect of a provision that under Section 9.2 cannot be amended without the
consent of each Securityholder affected and (b) rescind any such acceleration
with respect to the Securities and its consequences if (1) rescission would not
conflict with any judgment or decree of a court of competent jurisdiction and
(2) all existing Events of Default, other than the nonpayment of the principal
of, premium, if any, and interest on the Securities that have become due solely
by such declaration of acceleration, have been cured or waived. When a Default
or Event of Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
consequent right.

     SECTION 6.5. Control by Majority. The Holders of a majority in principal
amount of the outstanding Securities may 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. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.1 and Section 7.2, that the Trustee determines is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the




<PAGE>   42

                                                                              36

Trustee that is not inconsistent with such direction. Prior to taking any action
hereunder, 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.

     SECTION 6.6. Limitation on Suits. Subject to Section 6.7, a Securityholder
may not pursue any remedy with respect to this Indenture or the Securities
unless:

     (1)  the Holder gives to the Trustee written notice stating that an Event
          of Default is continuing;

     (2)  the Holders of at least 25% in outstanding principal amount of the
          Securities make a request to the Trustee to pursue the remedy;

     (3)  such Holder or Holders offer to the Trustee reasonable security or
          indemnity against any loss, liability or expense;

     (4)  the Trustee does not comply with the request within 60 days after
          receipt of the request and the offer of security or indemnity; and

     (5)  the Holders of a majority in principal amount of the Securities do not
          give the Trustee a direction that, in the opinion of the Trustee, is
          inconsistent with such request during such 60-day period.

     A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

     SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture (including, without limitation, Section 6.6),
the right of any Holder to receive payment of principal of, premium (if any) or
interest on the Securities held by such Holder, on or after the respective due
dates expressed in the Securities, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

     SECTION 6.8. Collection Suit by Trustee. If an Event of Default specified
in Section 6.1(1) or (2) 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 7.7.

     SECTION 6.9. 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 (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Securityholders allowed in any judicial
proceedings relative to the Company, its Subsidiaries or its or their respective
creditors or properties and, unless prohibited by law or applicable regulations,
may be entitled and empowered to participate as a member of any official
committee of creditors appointed in such matter and, 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




<PAGE>   43

                                                                              37

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
7.7.

     SECTION 6.10. Priorities. If the Trustee collects any money or property
pursuant to this Article VI, it shall pay out the money or property in the
following order:

     FIRST: to the Trustee for amounts due under Section 7.7; -----------

     SECOND: to Securityholders for amounts due and unpaid on the Securities for
principal, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Securities
for principal and interest, respectively; and

     THIRD: to the Company.

     The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section. At least 15 days before such record
date, the Company shall mail to each Securityholder and the Trustee a notice
that states the record date, the payment date and amount to be paid.

     SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.7 or a
suit by Holders of more than 10% in outstanding principal amount of the
Securities.

                                   ARTICLE VII

                                     Trustee

     SECTION 7.1. Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise 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 Person would exercise or use under the circumstances in the conduct of
such Person's own affairs; provided that if an Event of Default occurs and is
continuing, the Trustee will be under no obligation to exercise any of the
rights or powers under this Indenture at the request or direction of any of the
Holders unless such Holders have offered to the Trustee indemnity or security
reasonably satisfactory to it against loss, liability or expense.

     (b) Except during the continuance of an Event of Default:



<PAGE>   44

                                                                              38


     (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.
          However, in the case of any such certificates or opinions which by any
          provisions hereof are specifically required to be furnished to the
          Trustee, the Trustee shall examine such certificates and opinions to
          determine whether or not they conform to the requirements of this
          Indenture (but need not confirm or investigate the accuracy of
          mathematical calculations or other facts stated therein).

     (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

     (1)  this paragraph does not limit the effect of paragraph (b) of this
          Section;

     (2)  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

     (3)  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 6.5.

     (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

     (e) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company.

     (f) Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

     (g) 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.

     (h) 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 and to the provisions of the TIA.

     (i) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.



<PAGE>   45

                                                                              39


     (j) 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 unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses (including
reasonable attorneys' fees and expenses) and liabilities that might be incurred
by it in compliance with such request or direction.

     SECTION 7.2. Rights of Trustee. Subject to Section 7.1, (a) The Trustee
may conclusively rely on any document (whether in its original or facsimile
form) reasonably believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document. The Trustee shall receive and retain financial
reports and statements of the Company as provided herein, but shall have no duty
to review or analyze such reports or statements to determine compliance under
covenants or other obligations of the Company.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate and/or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on an
Officers' Certificate or Opinion of Counsel.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers, provided however, that the Trustee's conduct does not constitute willful
misconduct or negligence.

     (e) The Trustee may consult with counsel of its selection, and the advice
or opinion of counsel with respect to legal matters relating to this Indenture
and the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

     (f) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Trust Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture.

     (g) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

     (h) The Trustee may request that the Company delivery an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.



<PAGE>   46

                                                                              40

     SECTION 7.3. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Section 7.10 and Section 7.11. In addition, the Trustee shall be
permitted to engage in transactions with the Company; provided, however, that if
the Trustee acquires any conflicting interest the Trustee must (i) eliminate
such conflict within 90 days of acquiring such conflicting interest, (ii) apply
to the Commission for permission to continue acting as Trustee or (iii) resign.

     SECTION 7.4. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities, shall not be accountable for the Company's use of the
proceeds from the Securities, shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
shall not be responsible for any statement of the Company in this Indenture or
in any document issued in connection with the sale of the Securities or in the
Securities other than the Trustee's certificate of authentication.

     SECTION 7.5. Notice of Defaults. If a Default or Event of Default occurs
and is continuing and if a Trust Officer has actual knowledge thereof, the
Trustee shall mail to each Securityholder at the address set forth in the Note
Register notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium (if any), or interest on any Security (including payments
pursuant to the optional redemption or required repurchase provisions of such
Security, if any), the Trustee may withhold the notice if and so long as its
board of directors, a committee of its board of directors or a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interests of Securityholders.

     SECTION 7.6. Reports by Trustee to Holders. Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, and in any
event prior to July 15 in each year, the Trustee shall mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA ss.
313(a). The Trustee also shall comply with TIA ss. 313(b). The Trustee shall
also transmit by mail all reports required by TIA ss. 313(c).

     A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each stock exchange (if any) on which the Securities
are listed. The Company agrees to notify promptly the Trustee whenever the
Securities become listed on any stock exchange and of any delisting thereof.

     SECTION 7.7. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time such compensation for its acceptance of this Indenture
and services hereunder as the Company and the Trustee shall from time to time
agree in writing. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, costs of preparing and reviewing reports,
certificates and other documents, costs of preparation and mailing of notices to
Securityholders and reasonable costs of counsel retained by the Trustee in
connection with the




<PAGE>   47

                                                                              41

delivery of an Opinion of Counsel or otherwise, in addition to the compensation
for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts. The Company shall indemnify the Trustee, and any
predecessor Trustee and their agents, against any and all loss, liability,
damages, claims or expense (including reasonable attorneys' fees and expenses)
incurred by it without negligence or bad faith on its part in connection with
the administration of this trust and the performance of its duties hereunder,
including the costs and expenses of enforcing this Indenture (including this
Section 7.7) and of defending itself against any claims (whether asserted by any
Securityholder, the Company or otherwise). The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee may have separate
counsel and the Company shall pay the fees and expenses of such counsel,
provided that the Company shall not be required to pay such fees and expenses if
it assumes the Trustee's defense, and, in the reasonable judgment of the
Trustee, there is no conflict of interest between the Company and the Trustee in
connection with such defense. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own willful misconduct, negligence or bad faith.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities. Such lien shall survive the
satisfaction and discharge of this Indenture. The Trustee's right to receive
payment of any amounts due under this Section 7.7 shall not be subordinate to
any other liability or Debt of the Company.

     The Company's payment obligations pursuant to this Section shall survive
the discharge of this Indenture. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.1(5) or (6) with respect to the
Company, the expenses are intended to constitute expenses of administration
under any Bankruptcy Law.

     SECTION 7.8. Replacement of Trustee. The Trustee may resign at any time by
so notifying the Company. The Holders of a majority in principal amount of the
Securities may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Company shall remove the Trustee if:

     (1)  the Trustee fails to comply with Section 7.10;

     (2)  the Trustee is adjudged bankrupt or insolvent;

     (3)  a receiver or other public officer takes charge of the Trustee or its
          property; or

     (4)  the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed by the Company or by the Holders of a
majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of the Trustee for any reason (the




<PAGE>   48

                                                                              42

Trustee in such event being referred to herein as the retiring Trustee), the
Company shall promptly appoint a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.7.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount of the Securities may petition, at the Company's
expense, any court of competent jurisdiction for the appointment of a successor
Trustee.

     If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     Notwithstanding the replacement of the Trustee pursuant to this Section,
the Company's obligations under Section 7.7 shall continue for the benefit of
the retiring Trustee.

     SECTION 7.9. Successor Trustee by Merger. If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

     In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture, any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; provided that the right to adopt the certificate
authentication of any predecessor Trustee or authenticate Securities in the name
of any predecessor Trustee shall only apply to its successor or successors by
merger, consolidation or conversion.

     SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA ss. 310(a). The Trustee shall have a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
ss. 310(b); provided, however, that there shall be excluded from the operation
of TIA ss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

     SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA ss. 311(a), excluding any creditor relationship
listed in TIA




<PAGE>   49

                                                                              43

ss. 311(b). A Trustee who has resigned or been removed shall be subject to TIA
ss. 311(a) to the extent indicated.

     SECTION 7.12. Trustee's Application for Instruction from the Company. Any
application by the Trustee for written instructions from the Company may, at the
option of the Trustee, set forth in writing any action proposed to be taken or
omitted by the Trustee under this Indenture and the date on and/or after which
such action shall be taken or such omission shall be effective. The Trustee
shall not be liable for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

     SECTION 8.1. Discharge of Liability on Securities; Defeasance. (a) Subject
to Section 8.1(c), when (i)(x) the Company delivers to the Trustee all
outstanding Securities (other than Securities replaced pursuant to Section 2.9)
for cancellation or (y) all outstanding Securities not theretofore delivered for
cancellation have become due and payable, whether at maturity or upon redemption
or will become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name and at the expense
of the Company and the Company or any Subsidiary Guarantor irrevocably deposits
or causes to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders money in U.S. dollars, non-callable U.S. Government
Securities, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation for principal, premium, if any, and accrued interest to the
date of maturity or redemption, (ii) no Default or Event of Default shall have
occurred and be continuing on the date of such deposit or shall occur as a
result of such deposit and such deposit will not result in a breach or violation
of, or constitute a default under, any other instrument to which the Company or
any Subsidiary Guarantor is a party or by which the Company or any Subsidiary
Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or
caused to be paid all sums payable by it under this Indenture and the
Securities; and (iv) the Company has delivered irrevocable instructions to the
Trustee under this Indenture to apply the deposited money toward the payment of
such Securities at maturity or the Redemption Date, as the case may be, then the
Trustee shall acknowledge satisfaction and discharge of this Indenture on demand
of the Company (accompanied by an Officers' Certificate and an Opinion of
Counsel stating that all conditions precedent specified herein relating to the
satisfaction and discharge of this Indenture have been complied with) and at the
cost and expense of the Company.

     (b) Subject to Sections 8.1(c) and Section 8.2, the Company at any time may
terminate (i) all its obligations under the Securities and this Indenture
("legal defeasance




<PAGE>   50

                                                                              44

option"), and after giving effect to such legal defeasance, any omission to
comply with such obligations shall no longer constitute a Default or Event of
Default or (ii) its obligations under, Section 3.2, Section 3.3, Section 3.4,
Section 3.8 and Section 3.10, and the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document, and the
operation of Sections 6.1(3) and 6.1(4), and the events specified in such
Sections shall no longer constitute an Event of Default (clause (ii) being
referred to as the "covenant defeasance option"), but except as specified above,
the remainder of this Indenture and the Securities shall be unaffected thereby.
The Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option. If the Company exercises its
covenant defeasance option, the Company may elect to have any Subsidiary
Guarantees in effect at such time terminate.

     If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default, and the
Subsidiary Guarantees in effect at such time shall terminate. If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Section Section 6.1(3)
or Section 6.1(5).

     Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

     (c) Notwithstanding the provisions of Section 8.1(a) and (b), the Company's
obligations in Section 2.2, Section 2.3, Section 2.4, Section 2.5, Section 2.6,
Section 2.9, Section 2.10, Section 2.11, Section 2.12, Section 3.1, Section 3.6,
Section 3.7, Section 3.8, Section 3.9, Section 3.11, Section 3.12, Section 3.13,
Section 6.7, Section 7.7, Section 7.8 and in this Article 8 shall survive until
the Securities have been paid in full. Thereafter, the Company's obligations in
Sections 7.7, 8.4 and 8.5 shall survive.

     SECTION 8.2. Conditions to Defeasance. The Company may exercise its legal
defeasance option or its covenant defeasance option only if:

     (1)  the Company irrevocably deposits in trust with the Trustee for the
          benefit of the Holders money in U.S. dollars or U.S. Government
          Securities or a combination thereof for the payment of principal,
          premium, if any, and interest on the Securities to maturity or
          redemption, as the case may be;

     (2)  the Company delivers to the Trustee a certificate from a nationally
          recognized firm of independent accountants expressing their opinion
          that the payments of principal and interest when due and without
          reinvestment on the deposited U.S. Government Securities plus any
          deposited money without investment will provide cash at such times and
          in such amounts as will be sufficient to pay principal and interest
          when due on all the Securities to maturity;



<PAGE>   51

                                                                              45


     (3)  no Default or Event of Default shall have occurred and be continuing
          on the date of such deposit or, with respect to certain bankruptcy or
          insolvency Events of Default, on the 91st day after such date of
          deposit;

     (4)  such legal defeasance or covenant defeasance shall not result in a
          breach or violation of, or constitute a Default under, this Indenture
          or any other material agreement or instrument to which the Company or
          any of its Subsidiaries is a party or by which the Company or any of
          its Subsidiaries is bound;

     (5)  the Company shall have delivered to the Trustee an Opinion of Counsel
          (subject to customary assumptions and exclusions) to the effect that
          (A) the Securities and (B) assuming no intervening bankruptcy of the
          Company between the date of deposit and the 91st day following the
          deposit and that no Holder of the Securities is an insider of the
          Company, after the 91st day following the deposit, the trust funds
          will not be subject to the effect of any applicable bankruptcy,
          insolvency, reorganization or similar laws affecting creditors' right
          generally;

     (6)  the deposit does not constitute a default under any other agreement
          binding on the Company;

     (7)  the Company delivers to the Trustee an Opinion of Counsel (subject to
          customary assumptions and exclusions) to the effect that the trust
          resulting from the deposit does not constitute, or is qualified as, a
          regulated investment company under the Investment Company Act of 1940;

     (8)  in the case of the legal defeasance option, the Company shall have
          delivered to the Trustee an Opinion of Counsel (subject to customary
          assumptions and exclusions) in the United States stating that (i) the
          Company has received from, or there has been published by, the
          Internal Revenue Service a ruling, or (ii) since the date of this
          Indenture there has been a change in the applicable federal income tax
          law, in either case to the effect that, and based thereon such Opinion
          of Counsel shall confirm that, the Securityholders 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 legal defeasance had not occurred;

     (9)  in the case of the covenant defeasance option, the Company shall have
          delivered to the Trustee an Opinion of Counsel (subject to customary
          assumptions and exclusions) in the United States to the effect that
          the Securityholders will not recognize income, gain or loss for
          federal income tax purposes as a result of such deposit and covenant
          defeasance and will be subject to federal income tax on the same
          amount, in the same manner and at the same times as would have been
          the case if such deposit and covenant defeasance had not occurred; and

     (10) the Company delivers to the Trustee an Officers' Certificate and an
          Opinion of Counsel, each stating that all conditions precedent to the
          defeasance and




<PAGE>   52

                                                                              46

          discharge of the Securities and this Indenture as contemplated by this
          Article VIII have been complied with.

     SECTION 8.3. Application of Trust Money. The Trustee shall hold in trust
money or U.S. Government Securities deposited with it pursuant to this Article
VIII. It shall apply the deposited money and the money from U.S. Government
Securities through the Paying Agent and in accordance with this Indenture to the
payment of principal of and interest on the Securities.

     SECTION 8.4. Repayment to Company. The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money or securities
held by them upon payment of all the obligations under this Indenture.

     Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal of or interest on the Securities that remains unclaimed
for two years, and, thereafter, Securityholders entitled to the money must look
to the Company for payment as general creditors.

     SECTION 8.5. Indemnity for U.S. Government Securities. The Company shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Securities or the principal and
interest received on such U.S. Government Securities.

     SECTION 8.6. Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Securities in accordance with this Article
VIII by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the obligations of the Company under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Securities in accordance with this Article VIII; provided, however, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Securities held by the Trustee or Paying Agent.

     The Trustee's rights under this Article VIII shall survive termination of
this Indenture.

                                   ARTICLE IX

                                   Amendments

     SECTION 9.1. Without Consent of Holders. The Company, the Subsidiary
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to or consent of any Securityholder:

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



<PAGE>   53


                                                                              47


     (2)  to comply with Article IV in respect of the assumption by a Successor
          Company of an obligation of the Company under this Indenture;

     (3)  to provide for uncertificated Securities in addition to or in place of
          certificated Securities; provided, however, that the uncertificated
          Securities are issued in registered form for purposes of Section
          163(f) of the Code or in a manner such that the uncertificated
          Securities are described in Section 163(f)(2)(B) of the Code;

     (4)  to add Guarantees with respect to the Securities;

     (5)  to secure the Securities;

     (6)  to add to the covenants of the Company for the benefit of the Holders
          or to surrender any right or power herein conferred upon the Company;

     (7)  to comply with any requirements of the SEC in connection with
          qualifying this Indenture under the TIA;

     (8)  to make any change that does not materially adversely affect the
          rights of any Securityholder;

     (9)  to provide for the issuance of the Exchange Securities, which will
          have terms substantially identical in all material respects to the
          Initial Securities (except that the transfer restrictions contained in
          the Initial Securities will be modified or eliminated, as
          appropriate), and which will be treated, together with any outstanding
          Initial Securities, as a single issue of securities; or

     (10) to comply with any requirement of the Securities and Exchange
          Commission in connection with the qualification of this Indenture
          under the Trust Indenture Act.

     After an amendment under this Section becomes effective, the Company shall
mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all Securityholders at the address set forth in the Note
Register, or any defect therein, shall not impair or affect the validity of an
amendment under this Section.

     SECTION 9.2. With Consent of Holders. The Company, the Subsidiary
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to any Securityholder but with the written consent of the Holders of at
least a majority in principal amount of the Securities then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities). However, without the
consent of each Securityholder affected, an amendment may not:

     (1)  reduce the amount of Securities whose Holders must consent to an
          amendment;

     (2)  reduce the stated rate of or extend the stated time for payment of
          interest on any Security;



<PAGE>   54

                                                                              48


     (3)  reduce the principal of or extend the Stated Maturity of any Security;

     (4)  reduce the premium payable upon the redemption or repurchase of any
          Security or change the time at which any Security may or shall be
          redeemed or repurchased as described above under Article V or any
          similar provision, whether through an amendment to or waiver of
          Article V, a definition or otherwise;

     (5)  make any Security payable in money other than that stated in the
          Security;

     (6)  impair the right of any Holder to receive payment of principal of,
          premium, if any, and interest on such Holder's Securities on or after
          the due dates therefor or to institute suit for the enforcement of any
          payment on or with respect to such Holder's Securities;

     (7)  make any change to the amendment provisions which require each
          Holder's consent or to the waiver provisions; or

     (8)  release the Subsidiary Guarantors or modify the Subsidiary Guarantees
          other than in accordance with the provisions of this Indenture.

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

     After an amendment under this Section becomes effective, the Company shall
mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all Securityholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

     SECTION 9.3. Compliance with Trust Indenture Act. Every amendment to this
Indenture or the Securities shall comply with the TIA as then in effect.

     SECTION 9.4. Revocation and Effect of Consents and Waivers. A consent to an
amendment or a waiver by a Holder of a Security shall bind the Holder and every
subsequent Holder of that Security or portion of the Security that evidences the
same debt as the consenting Holder's Security, even if notation of the consent
or waiver is not made on the Security. However, any such Holder or subsequent
Holder may revoke the consent or waiver as to such Holder's Security or portion
of the Security if the Trustee receives the notice of revocation before the date
the amendment or waiver becomes effective or otherwise in accordance with any
related solicitation documents. After an amendment or waiver becomes effective,
it shall bind every Securityholder. An amendment or waiver shall become
effective upon receipt by the Trustee of the requisite number of written
consents under Section 9.1 or 9.2 as applicable.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons,




<PAGE>   55

                                                                              49

shall be entitled to give such consent or to revoke any consent previously given
or to take any such action, whether or not such Persons continue to be Holders
after such record date. No such consent shall become valid or effective more
than 120 days after such record date.

     SECTION 9.5. Notation on or Exchange of Securities. If an amendment changes
the terms of a Security, the Trustee may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security regarding the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or to issue
a new Security shall not affect the validity of such amendment.

     SECTION 9.6. Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article IX if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture and that such
amendment is the legal, valid and binding obligation of the Company and any
Guarantors, enforceable against them in accordance with its terms, subject to
customary exceptions and complies with the provisions hereof (including Section
9.3).


                                   ARTICLE X

                              Subsidiary Guarantee

     SECTION 10.1. Subsidiary Guarantee. Each Subsidiary Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Subsidiary Guarantor, to each
Holder of the Securities and the Trustee the full and punctual payment when due,
whether at maturity, by acceleration, by redemption or otherwise, of the
principal of, premium, if any, and interest on the Securities and all other
obligations of the Company under this Indenture (all the foregoing being
hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor
further agrees (to the extent permitted by law) that the Obligations may be
extended or renewed, in whole or in part, without notice or further assent from
it, and that it will remain bound under this Article X notwithstanding any
extension or renewal of any Obligation.

     Each Subsidiary Guarantor waives presentation to, demand of payment from
and protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. Each Subsidiary Guarantor waives notice of any default
under the Securities or the Obligations. The obligations of each Subsidiary
Guarantor hereunder shall not be affected by (a) the failure of any Holder to
assert any claim or demand or to enforce any right or remedy against the Company
or any other person under this Indenture, the Securities or any other agreement
or otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or




<PAGE>   56

                                                                              50

modification of any of the terms or provisions of this Indenture, the Securities
or any other agreement; (d) the release of any security held by any Holder or
the Trustee for the Obligations or any of them; (e) the failure of any Holder to
exercise any right or remedy against any other Subsidiary Guarantor; or (f) any
change in the ownership of the Company.

     Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein constitutes a guarantee of payment when due (and not a guarantee of
collection) and waives any right to require that any resort be had by any Holder
to any security held for payment of the Obligations.

     The obligations of each Subsidiary Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason (other
than payment of the Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Subsidiary Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder to assert any claim or demand or
to enforce any remedy under this Indenture, the Securities or any other
agreement, by any waiver or modification of any thereof, by any default, failure
or delay, willful or otherwise, in the performance of the Obligations, or by any
other act or thing or omission or delay to do any other act or thing which may
or might in any manner or to any extent vary the risk of any Subsidiary
Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor
as a matter of law or equity.

     Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if
at any time payment, or any part thereof, of principal of or interest on any of
the Obligations is rescinded or must otherwise be restored by any Holder upon
the bankruptcy or reorganization of the Company or otherwise.

     In furtherance of the foregoing and not in limitation of any other right
which any Holder has at law or in equity against any Subsidiary Guarantor by
virtue hereof, upon the failure of the Company to pay any of the Obligations
when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, each Subsidiary Guarantor hereby promises to and will,
upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid
amount of such Obligations then due and owing and (ii) accrued and unpaid
interest on such Obligations then due and owing (but only to the extent not
prohibited by law).

     Each Subsidiary Guarantor further agrees that, as between such Subsidiary
Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity
of the Obligations guaranteed hereby may be accelerated as provided in this
Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the Obligations guaranteed hereby and (y) in the event of any such
declaration of acceleration of such Obligations, such Obligations (whether or
not due and payable) shall forthwith become due and payable by the Subsidiary
Guarantor for the purposes of this Subsidiary Guarantee.



<PAGE>   57

                                                                              51

     Each Subsidiary Guarantor also agrees to pay any and all reasonable costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
the Holders in enforcing any rights under this Section.

     SECTION 10.2. Limitation on Liability; Termination, Release and Discharge
Upon Merger or Consolidation. The obligations of each Subsidiary Guarantor
hereunder will be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Subsidiary Guarantor
(including, without limitation, any guarantees under the Existing Credit
Agreement) 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 its Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law.

     Each Subsidiary Guarantor may consolidate with or merge into or sell its
assets to the Company or another Subsidiary Guarantor without limitation. Each
Subsidiary Guarantor may consolidate with or merge into or sell all or
substantially all its assets to a Person other than the Company or another
Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor),
except that (i) if the surviving Person of any such merger or consolidation, or
the Person to whom such sale is made, will be an Existing Credit Agreement
Guarantor, such Person shall execute a Subsidiary Guarantee, (ii) immediately
after giving effect to such transaction, no Default or Event of Default exists;
and (iii) the Company delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel addressed to the Trustee with respect to the foregoing
matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger,
consolidation, the sale of its Capital Stock or the sale of all or substantially
all of its assets) and whether or not the Subsidiary Guarantor is the surviving
corporation in such transaction to a Person (whether or not an Affiliate of the
Subsidiary Guarantor) which is not an Existing Credit Agreement Guarantor of the
Company, such Subsidiary Guarantor will be released from all its obligations
under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee
will terminate; provided, however, that any such termination will occur only to
the extent that each such Subsidiary Guarantor will be released from obligations
under its Subsidiary Guarantee if all the obligations of such Subsidiary
Guarantor under the Existing Credit Agreement and related documentation
terminate upon consummation of such transaction.

     Upon termination for any reason of all of the obligations of the Subsidiary
Guarantor under the Existing Credit Agreement (including, without limitation,
upon agreement of the lenders thereunder or upon replacement thereof with a
credit facility not requiring such guarantees or upon such Subsidiary Guarantor
ceasing to be a Subsidiary) and the delivery of the Company to the Trustee of an
Officers' Certificate and Opinion of Counsel with respect to the foregoing
matters, such Subsidiary Guarantor will be deemed released from all its
obligations under this Indenture and its Subsidiary Guarantee and such
Subsidiary Guarantee will terminate.

     SECTION 10.3. Right of Contribution. Each Subsidiary Guarantor hereby
agrees that to the extent that any Subsidiary Guarantor shall have paid more
than its proportionate share of any payment made on the obligations under the
Subsidiary Guarantees, such Subsidiary Guarantor shall be entitled to seek and
receive contribution from and against the Company or




<PAGE>   58

                                                                              52

any other Subsidiary Guarantor who has not paid its proportionate share of such
payment. The provisions of this Section 10.3 shall in no respect limit the
obligations and liabilities of each Subsidiary Guarantor to the Trustee and the
Holders and each Subsidiary Guarantor shall remain liable to the Trustee and the
Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

     SECTION 10.4. No Subrogation. Notwithstanding any payment or payments made
by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be
entitled to be subrogated to any of the rights of the Trustee or any Holder
against the Company or any other Subsidiary Guarantor or any collateral security
or guarantee or right of offset held by the Trustee or any Holder for the
payment of the Obligations, nor shall any Subsidiary Guarantor seek or be
entitled to seek any contribution or reimbursement from the Company or any other
Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor
hereunder, until all amounts owing to the Trustee and the Holders by the Company
on account of the Obligations are paid in full. If any amount shall be paid to
any Subsidiary Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been paid in full, such amount shall be
held by such Subsidiary Guarantor in trust for the Trustee and the Holders,
segregated from other funds of such Subsidiary Guarantor, and shall, forthwith
upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the
exact form received by such Subsidiary Guarantor (duly indorsed by such
Subsidiary Guarantor to the Trustee, if required), to be applied against the
Obligations.


                                   ARTICLE XI

                                  Miscellaneous

     SECTION 11.1. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control. Each Subsidiary Guarantor in addition to performing its
obligations under its Subsidiary Guarantee shall perform such other obligations
as may be imposed upon it with respect to this Indenture under the TIA.

     SECTION 11.2. Notices. Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail addressed as follows:

                           if to the Company:

                           Apogent Technologies Inc.
                           48 Congress Street
                           Portsmouth, New Hampshire  03801
                           Attention:  General Counsel

                           With a copy to:

                           Quarks & Brady LLP
                           411 E. Wisconsin Avenue
                           Milwaukee, Wisconsin  53202



<PAGE>   59

                                                                              53

                           Attention:  Joseph D. Masterson, Esq.

                           if to the Trustee:

                           The Bank of New York
                           101 Barclay Street, Floor 21W
                           New York, New York  10286
                           Attention:  Corporate Trust Administration

     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     Any notice or communication mailed to a registered Securityholder shall be
mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it, except that notices to the
Trustee shall be effective only upon receipt.

     SECTION 11.3. Communication by Holders with other Holders. Securityholders
may communicate pursuant to TIA ss. 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

     SECTION 11.4. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

     (1)  an Officers' Certificate in form and substance reasonably satisfactory
          to the Trustee stating that, in the opinion of the signers, all
          conditions precedent, if any, provided for in this Indenture relating
          to the proposed action have been complied with; and

     (2)  an Opinion of Counsel in form and substance reasonably satisfactory to
          the Trustee stating that, in the opinion of such counsel, all such
          conditions precedent have been complied with.

     SECTION 11.5. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

     (1)  a statement that the individual making such certificate or opinion has
          read such covenant or condition;

     (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;



<PAGE>   60

                                                                              54


     (3)  a statement that, in the opinion of such individual, he has made such
          examination or investigation as is necessary to enable him 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 or not, in the opinion of such individual,
          such covenant or condition has been complied with.

     In giving such Opinion of Counsel, counsel may rely as to factual matters
on an Officers' Certificate or on certificates of public officials.

     SECTION 11.6. When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with 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 direction, waiver or consent, only
Securities which a Trust Officer of the Trustee actually knows are so owned
shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

     SECTION 11.7. Rules by Trustee, Paying Agent and Registrar. The Trustee may
make reasonable rules for action by, or a meeting of, Securityholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

     SECTION 11.8. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or
other day on which commercial banking institutions are authorized or required to
be closed in New York City. If a payment date is a Legal Holiday, payment shall
be made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal
Holiday, the record date shall not be affected.

     SECTION 11.9. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

     SECTION 11.10. No Recourse Against Others. An incorporator, director,
officer, employee, affiliate or stockholder of the Company or any Subsidiary
Guarantor, solely by reason of this status, shall not have any liability for any
obligations of the Company under the Securities, this Indenture or the
Subsidiary Guarantees or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

     SECTION 11.11. Successors. All agreements of the Company in this Indenture
and the Securities shall bind their respective successors. All agreements of the
Trustee in this Indenture shall bind its successors.



<PAGE>   61

                                                                              55


     SECTION 11.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

     SECTION 11.13. Variable Provisions. The Company initially appoints the
Trustee as Paying Agent and Registrar and custodian with respect to any Global
Securities.

     SECTION 11.14. Qualification of Indenture. The Company shall qualify this
Indenture under the TIA in accordance with the terms and conditions of the
Exchange and Registration Rights Agreement and shall pay all reasonable costs
and expenses (including attorneys' fees and expenses for the Company, the
Trustee and the Holders) incurred in connection therewith, including, but not
limited to, costs and expenses of qualification of this Indenture and the
Securities and printing this Indenture and the Securities. The Trustee shall be
entitled to receive from the Company any such Officers' Certificates, Opinions
of Counsel or other documentation as it may reasonably request in connection
with any such qualification of this Indenture under the TIA.

     SECTION 11.15. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.



<PAGE>   62
                                                                              56


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

                                 APOGENT TECHNOLOGIES INC.


                                 By:______________________________________
                                      Name:
                                      Title:

                                 ALEXON-TREND, INC.
                                 APOGENT FINANCE COMPANY
                                 APPLIED BIOTECH, INC.
                                 BARNSTEAD THERMOLYNE CORPORATION
                                 BIOROBOTICS INC.
                                 CHASE SCIENTIFIC GLASS, INC.
                                 CONSOLIDATED TECHNOLOGIES, INC.
                                 ERIE SCIENTIFIC COMPANY
                                 ERIE SCIENTIFIC COMPANY OF PUERTO RICO
                                 ERIE UK HOLDING COMPANY
                                 EVER READY THERMOMETER CO., INC.
                                 GENEVAC INC.
                                 LAB-LINE INSTRUMENTS, INC.
                                 LAB VISION CORPORATION
                                 MATRIX TECHNOLOGIES CORPORATION
                                 MICROGENICS CORPORATION
                                 MOLECULAR BIOPRODUCTS, INC.
                                 NALGE NUNC INTERNATIONAL CORPORATION
                                 NATIONAL SCIENTIFIC COMPANY
                                 THE NAUGATUCK GLASS COMPANY
                                 NERL DIAGNOSTICS CORPORATION
                                 OWL SEPARATION SYSTEMS, INC.
                                 REMEL INC.
                                 RICHARD-ALLAN SCIENTIFIC COMPANY
                                 ROBBINS SCIENTIFIC CORPORATION
                                 SAMCO SCIENTIFIC CORPORATION
                                 SYBRON TRANSITION CORP.
                                 VACUUM PROCESS TECHNOLOGY, INC.


                                 By ____________________________
                                      Name:
                                      Title:



<PAGE>   63

                                                                              57



                                  THE BANK OF NEW YORK, as Trustee


                                  By:______________________________________
                                     Name:
                                     Title:



<PAGE>   64

                                    EXHIBIT A

                       [FORM OF FACE OF INITIAL SECURITY]

                    [Applicable Restricted Securities Legend]

                       [Depository Legend, if applicable]

No. [___]                      Principal Amount $[_____________], as revised by
the Schedule of Increases and Decreases in Global Security attached hereto

                             CUSIP NO. ____________
                                 ISIN: ____________

                            8% Senior Notes due 2011

     Apogent Technologies Inc., a Wisconsin corporation, promises to pay to
[__________], or registered assigns, the principal sum of [_______________]
Dollars, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on April 1, 2011.

               Interest Payment Dates: April 1 and October 1
               Record Dates: March 15 and September 15

     Additional provisions of this Security are set forth on the other side of
this Security.

                                    APOGENT TECHNOLOGIES INC.


                                    By: ______________________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK, as Trustee, certifies that this is one of the Securities
referred to in the Indenture.


By
      Authorized Signatory                           Date:  [________] __, 2001


                                      A-1

<PAGE>   65


                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                             8% Senior Note due 2011

1.   Interest

     Apogent Technologies Inc., a Wisconsin corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above.

     The Company will pay interest semiannually on April 1 and October 1 of each
year commencing October 1, 2001. Interest on the Securities will accrue from the
most recent date to which interest has been paid on the Securities or, if no
interest has been paid, from April 4, 2001. The Company shall pay interest on
overdue principal or premium, if any (plus interest on such interest to the
extent lawful), at the rate borne by the Securities to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2.   Method of Payment

     By at least 10:00 a.m. (New York City time) on the date on which any
principal of or interest on any Security is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay
such principal, premium, if any, and/or interest. The Company will pay interest
(except Defaulted Interest) to the Persons who are registered Holders of
Securities at the close of business on the March 15 or September 15 next
preceding the interest payment date even if Securities are cancelled,
repurchased or redeemed after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Except as described in the succeeding two sentences, the
principal of (and premium, if any) and interest on the Securities shall be
payable at the office or agency of the Company maintained for such purpose in
The City of New York, or at such other office or agency of the Company as may be
maintained for such purpose pursuant to Section 2.3 of the Indenture; provided,
however, that, at the option of the Company, each installment of interest may be
paid by check mailed to addresses of the Persons entitled thereto as such
addresses shall appear on the Note Register. Payments in respect of Securities
represented by a Global Security (including principal, premium and interest)
will be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. Payments in respect of Securities
represented by Definitive Securities (including principal, premium, if any, and
interest) held by a Holder of at least $1,000,000 aggregate principal amount of
Securities represented by Definitive Securities will be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 15 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

                                      A-2


<PAGE>   66

3.   Paying Agent and Registrar

     Initially, The Bank of New York (the "Trustee"), will act as Trustee,
Paying Agent and Registrar. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice to any Securityholder. The Company or
any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.   Indenture

     The Company issued the Securities under an Indenture dated as of April 4,
2001 (as it may be amended or supplemented from time to time in accordance with
the terms thereof, the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Act"). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the Act for a statement of those terms.

     The Securities are general unsecured senior obligations of the Company,
including (a) $325 million in aggregate principal amount of Securities being
offered on the Issue Date (subject to Section 2.9 of the Indenture) and (b) the
Subsequent Series Securities. This Security is one of the [Original or Initial]
[Subsequent Series] Securities referred to in the Indenture. The Initial
Securities, Subsequent Series Securities, Private Exchange Securities and
Exchange Securities will be treated as a single class of securities under the
Indenture. The Indenture imposes certain limitations on, among other things: the
Incurrence of Liens by the Company or its Subsidiaries, Sale-Leaseback
Transactions by the Company or its Subsidiaries, and consolidation, mergers and
sale of assets of the Company.

     To guarantee the due and punctual payment of the principal, premium, if
any, and interest on the Securities and all other amounts payable by the Company
under the Indenture and the Securities when and as the same shall be due and
payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future Subsidiary Guarantors, together with the
Subsidiary Guarantors, will unconditionally guarantee), jointly and severally,
such obligations on a senior basis pursuant to the terms of the Indenture.

5.   Redemption

     The Securities will be redeemable, at the option of the Company, in whole
at any time or in part from time to time, on at least 30 days but not more than
60 days' prior notice mailed to the registered address of each Holder of
Securities to be so redeemed, at a redemption price equal to the greater of (i)
100% of their principal amount to be redeemed or (ii) the sum of (a) the present
values of the remaining scheduled payments of principal and interest thereon
from the date of redemption to the date of maturity (except for currently
accrued but unpaid interest) discounted to the date of redemption, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at the applicable Treasury Yield (as defined below), plus 35 basis points, plus
(b) accrued interest to the date of redemption.


                                      A-3


<PAGE>   67

     For purposes of determining the optional redemption price, the following
definitions are applicable:

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

     "Comparable Treasury Price" means, with respect to any redemption date, (a)
the bid price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) at 4:00 P.M. on the third business day preceding such
redemption date, as set forth on "Telerate Page 500" (or such other page as may
replace Telerate Page 500), or (b) if such page (or any successor page) is not
displayed or does not contain such bid prices at such time (i) the average of
the Reference Treasury Dealer Quotations or (ii) if the Trustee is unable to
obtain at least four such Reference Treasury Dealers Quotations, the average of
all Reference Treasury Dealer Quotations obtained by the Trustee.

     "Independent Investment Banker" means JPMorgan, a division of Chase
Securities Inc., or, if such firm is unwilling or unable to select the
applicable Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee and reasonably
acceptable to the Company.

     "Reference Treasury Dealer" means Chase Securities Inc. (and its
successors), and three other primary U.S. Government securities dealers in New
York City selected by the Independent Investment Banker (each, a "Primary
Treasury Dealer"); provided however, that if any of the foregoing shall cease to
be a Primary Treasury Dealer, the Company shall substitute therefor another
Primary Treasury Dealer.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date for the Securities, an
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue for the Securities (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such
redemption date.

     "Treasury Yield" means, with respect to any redemption date applicable to
the Securities, the rate per annum equal to the semiannual equivalent yield to
maturity (computed as of the third business day immediately preceding such
redemption date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for such redemption date.

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not listed, then on a pro rata basis, by lot or
by such other method as the Trustee in its sole discretion shall

                                      A-4


<PAGE>   68

deem to be fair and appropriate, although no Securities of $1,000 in original
principal amount or less will be redeemed in part. If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall
state the portion of the principal amount thereof to be redeemed. A new Security
in principal amount equal to the unredeemed portion thereof will be issued in
the name of the Holder thereof upon cancellation of the original Security. On
and after the redemption date, interest will cease to accrue on Securities or
portions thereof called for redemption as long as the Company has deposited with
the Paying Agent funds in satisfaction of the applicable redemption price
pursuant to the Indenture.

6.   Denominations; Transfer; Exchange

     The Securities are in registered form without coupons in denominations of
principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange (i)
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) for a period
beginning 15 days before the mailing of a notice of Securities to be redeemed
and ending on the date of such mailing or (ii) any Securities for a period
beginning 15 days before an interest payment date and ending on such interest
payment date.

7.   Persons Deemed Owners

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

8.   Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

9.   Defeasance

     Subject to certain conditions set forth in the Indenture, the Company at
any time may terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Securities for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

10.  Amendment, Waiver

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Securities and (ii)
any default (other than with respect to nonpayment or in respect of a provision
that cannot be amended without the written consent of each Securityholder
affected) or noncompliance with any provision may be waived with the

                                      A-5


<PAGE>   69

written consent of the Holders of a majority in principal amount of the then
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article IV of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities, or to secure the Securities, or to add additional covenants of the
Company or its Subsidiaries, or surrender rights and powers conferred on the
Company or its Subsidiaries, or to comply with any request of the SEC in
connection with qualifying the Indenture under the Act, or to make any change
that does not adversely affect the rights of any Securityholder, or to provide
for the issuance of Exchange Securities.

11.  Defaults and Remedies

     Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest or additional interest when due on the Securities; (ii)
default in payment of principal or premium, if any, on the Securities at Stated
Maturity, upon required repurchase or upon optional redemption pursuant to
paragraph 5 of the Securities, upon declaration or otherwise; (iii) the failure
by the Company to comply for 60 days after written notice with its other
agreements contained in the Indenture or under the Securities (other than those
referred to in (i) or (ii) above); (iv) (a) failure by the Company or any
Subsidiary Guarantor to pay indebtedness for money borrowed by the Company or
such Subsidiary Guarantor, as the case may be, in an aggregate principal amount
of at least $25,000,000, at the later of final maturity or the expiration of any
applicable grace period ("Payment Default")or (b) acceleration of the maturity
of indebtedness for money borrowed by the Company or any Subsidiary Guarantor,
as the case may be, in an aggregate principal amount of at least $25,000,000, if
that acceleration results from a default under the instrument giving rise to or
securing such indebtedness for money borrowed (the "cross acceleration
provision"); or (v) certain events of bankruptcy, insolvency or reorganization
of the Company (the "bankruptcy provisions"). However, a default under clause
(iii) will not constitute an Event of Default until the Trustee or the Holders
of at least 25% in principal amount of the outstanding Securities notify the
Company of the default and the Company does not cure such default within the
time specified in clause (iii) hereof after receipt of such notice.

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the Securities may declare all the
Securities by notice to the Company to be due and payable immediately.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default or Event of
Default (except a Default or Event of Default in payment of principal or
interest) if it determines that withholding notice is in their interest.

12.  Trustee Dealings with the Company


                                      A-6


<PAGE>   70

     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

13.  No Recourse Against Others

     An incorporator, director, officer, employee, affiliate or stockholder, of
each of the Company, or any Subsidiary Guarantor, solely by reason of this
status, shall not have any liability for any obligations of the Company under
the Securities, the Indenture or any Subsidiary Guarantees or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Securityholder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.

14.  Authentication

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

15.  Abbreviations

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

16.  CUSIP Numbers

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

17.  Governing Law

     This Security shall be governed by, and construed in accordance with, the
laws of the State of New York.

     The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type. Requests may be made to:

                  Apogent Technologies Inc.
                  48 Congress Street


                                      A-7


<PAGE>   71

                  Portsmouth, New Hampshire 03801
                  Attention:  General Counsel


                                      A-8

<PAGE>   72


                                 ASSIGNMENT FORM

                To assign this Security, fill in the form below:

                I or we assign and transfer this Security to

              -----------------------------------------------------
              (Print or type assignee's name, address and zip code)

                   ------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. No.)

    and irrevocably appoint ___________ agent to transfer this Security on the
    books of the Company.  The agent may substitute another to act for him.

-------------------------------------------------------------------------------

Date:____________________                   Your Signature:____________________


Signature Guarantee:___________________________________________________________
                                (Signature must be guaranteed)

_______________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

|_|   1   acquired for the undersigned's own account, without transfer; or
|_|   2   transferred to the Company; or
|_|   3   transferred pursuant to and in compliance with Rule 144A under the
          Securities Act of 1933, as amended (the "Securities Act"); or
|_|   4   transferred pursuant to an effective registration statement under the
          Securities Act; or
|_|   5   transferred pursuant to and in compliance with Regulation S under the
          Securities Act; or


                                      A-9



<PAGE>   73

|_|   6   transferred to an institutional "accredited
          investor" (as defined in Rule 501(a)(1),
          (2), (3) or (7) under the Securities Act),
          that has furnished to the Trustee a signed
          letter containing certain representations
          and agreements (the form of which letter
          appears as Section 2.7 of the Indenture); or
|_|   7   transferred pursuant to another available exemption from the
          registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request 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 of 1933, such as the exemption provided by
Rule 144 under such Act.

                                                _______________________________
                                                Signature
Signature Guarantee:

______________________________                  _______________________________
(Signature must be guaranteed)                  Signature

-------------------------------------------------------------------------------

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
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 "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, 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 the undersigned 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 the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

_______________________________
Dated:


                                      A-10

<PAGE>   74


                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The following increases or decreases in this Global Security have been
made:

<TABLE>
<CAPTION>
                                                                   Principal Amount of      Signature of
                 Amount of decrease in    Amount of increase in    this Global Security     authorized signatory
Date of          Principal Amount of      Principal Amount of      following such           of Trustee or
Exchange         this Global Security     this Global Security     decrease or increase     Securities Custodian
--------         ----------------------   ----------------------   ---------------------    ----------------------
<S>              <C>                      <C>                      <C>                       <C>

</TABLE>


                                      A-11

<PAGE>   75

                                                                      EXHIBIT B

                       [FORM OF FACE OF EXCHANGE SECURITY]

                       [Depository Legend, if applicable]

No. [_____]                            Principal Amount $[____________],
                                       as revised by the Schedule of Increases
                                       and Decreases in Global Security attached
                                       hereto

                                                        CUSIP NO. _____________
                                                            ISIN: _____________

                            8% Senior Notes due 2011

     Apogent Technologies Inc., a Wisconsin corporation, promises to pay to
[______________], or registered assigns, the principal sum of [_______________]
Dollars, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on April 1, 2011.

     Interest Payment Dates: April 1 and October 1

     Record Dates: March 15 and September 15

     Additional provisions of this Security are set forth on the other side of
this Security.

                                       APOGENT TECHNOLOGIES INC.


                                       By:______________________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK,
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.


By:
      Authorized Signatory                           Date: ____________________


                                      B-1

<PAGE>   76


                   [FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

                             8% Senior Note due 2011

1.   Interest

     Apogent Technologies Inc., a Wisconsin corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above.

     The Company will pay interest semiannually on April 1 and October 1 of each
year commencing October 1, 2001. Interest on the Securities will accrue from the
most recent date to which interest has been paid on the Securities or, if no
interest has been paid, from April 4, 2001. The Company shall pay interest on
overdue principal or premium, if any (plus interest on such interest to the
extent lawful), at the rate borne by the Securities to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2.   Method of Payment

     By at least 10:00 a.m. (New York City time) on the date on which any
principal of or interest on any Security is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay
such principal, premium, if any, and/or interest. The Company will pay interest
(except Defaulted Interest) to the Persons who are registered Holders of
Securities at the close of business on the March 15 or September 15 next
preceding the interest payment date even if Securities are cancelled,
repurchased or redeemed after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Except as described in the succeeding two sentences, the
principal of (and premium, if any) and interest on the Securities shall be
payable at the office or agency of the Company maintained for such purpose in
The City of New York, or at such other office or agency of the Company as may be
maintained for such purpose pursuant to Section 2.3 of the Indenture; provided,
however, that, at the option of the Company, each installment of interest may be
paid by check mailed to addresses of the Persons entitled thereto as such
addresses shall appear on the Note Register. Payments in respect of Securities
represented by a Global Security (including principal, premium and interest)
will be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. Payments in respect of Securities
represented by Definitive Securities (including principal, premium, if any, and
interest) held by a Holder of at least $1,000,000 aggregate principal amount of
Securities represented by Definitive Securities will be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 15 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).


                                      B-2


<PAGE>   77

3.   Paying Agent and Registrar

     Initially, The Bank of New York (the "Trustee"), will act as Trustee,
Paying Agent and Registrar. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice to any Securityholder. The Company or
any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.   Indenture

     The Company issued the Securities under an Indenture dated as of April 4,
2001 (as it may be amended or supplemented from time to time in accordance with
the terms thereof, the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Act"). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the Act for a statement of those terms.

     The Securities are general unsecured senior obligations of the Company,
including (a) $325 million in aggregate principal amount of Securities being
offered on the Issue Date (subject to Section 2.9 of the Indenture) and (b) the
Subsequent Series Securities. The Initial Securities, Subsequent Series
Securities, Private Exchange Securities and Exchange Securities will be treated
as a single class of securities under the Indenture. The Indenture imposes
certain limitations on, among other things: the Incurrence of Liens by the
Company or its Subsidiaries, Sale-Leaseback Transactions by the Company or its
Subsidiaries, and consolidation, mergers and sale of assets of the Company.

     To guarantee the due and punctual payment of the principal, premium, if
any, and interest on the Securities and all other amounts payable by the Company
under the Indenture and the Securities when and as the same shall be due and
payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future Subsidiary Guarantors, together with the
Subsidiary Guarantors, will unconditionally guarantee), jointly and severally,
such obligations on a senior basis pursuant to the terms of the Indenture.

5.   Redemption

     The Securities will be redeemable, at the option of the Company, in whole
at any time or in part from time to time, on at least 30 days but not more than
60 days' prior notice mailed to the registered address of each Holder of
Securities to be so redeemed, at a redemption price equal to the greater of (i)
100% of their principal amount to be redeemed or (ii) the sum of (a) the present
values of the remaining scheduled payments of principal and interest thereon
from the date of redemption to the date of maturity (except for currently
accrued but unpaid interest) discounted to the date of redemption, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at the applicable Treasury Yield (as defined below), plus 35 basis points, plus
(b) accrued interest to the date of redemption.


                                      B-3


<PAGE>   78

     For purposes of determining the optional redemption price, the following
definitions are applicable:

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

     "Comparable Treasury Price" means, with respect to any redemption date, (a)
the bid price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) at 4:00 P.M. on the third business day preceding such
redemption date, as set forth on "Telerate Page 500" (or such other page as may
replace Telerate Page 500), or (b) if such page (or any successor page) is not
displayed or does not contain such bid prices at such time (i) the average of
the Reference Treasury Dealer Quotations or (ii) if the Trustee is unable to
obtain at least four such Reference Treasury Dealers Quotations, the average of
all Reference Treasury Dealer Quotations obtained by the Trustee.

     "Independent Investment Banker" means JPMorgan, a division of Chase
Securities Inc., or, if such firm is unwilling or unable to select the
applicable Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee and reasonably
acceptable to the Company.

     "Reference Treasury Dealer" means Chase Securities Inc. (and its
successors), and three other primary U.S. Government securities dealers in New
York City selected by the Independent Investment Banker (each, a "Primary
Treasury Dealer"); provided however, that if any of the foregoing shall cease to
be a Primary Treasury Dealer, the Company shall substitute therefor another
Primary Treasury Dealer.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date for the Securities, an
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue for the Securities (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such
redemption date.

     "Treasury Yield" means, with respect to any redemption date applicable to
the Securities, the rate per annum equal to the semiannual equivalent yield to
maturity (computed as of the third business day immediately preceding such
redemption date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for such redemption date.

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not listed, then on a pro rata basis, by lot or
by such other method as the Trustee in its sole discretion shall

                                      B-4


<PAGE>   79

deem to be fair and appropriate, although no Securities of $1,000 in original
principal amount or less will be redeemed in part. If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall
state the portion of the principal amount thereof to be redeemed. A new Security
in principal amount equal to the unredeemed portion thereof will be issued in
the name of the Holder thereof upon cancellation of the original Security. On
and after the redemption date, interest will cease to accrue on Securities or
portions thereof called for redemption as long as the Company has deposited with
the Paying Agent funds in satisfaction of the applicable redemption price
pursuant to the Indenture.

6.   Denominations; Transfer; Exchange

     The Securities are in registered form without coupons in denominations of
principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange (i)
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) for a period
beginning 15 days before the mailing of a notice of Securities to be redeemed
and ending on the date of such mailing or (ii) any Securities for a period
beginning 15 days before an interest payment date and ending on such interest
payment date.

7.   Persons Deemed Owners

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

8.   Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

9.   Defeasance

     Subject to certain conditions set forth in the Indenture, the Company at
any time may terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Securities for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

10.  Amendment, Waiver

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Securities and (ii)
any default (other than with respect to nonpayment or in respect of a provision
that cannot be amended without the written consent of each Securityholder
affected) or noncompliance with any provision may be waived with the

                                      B-5
<PAGE>   80

written consent of the Holders of a majority in principal amount of the then
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article IV of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities, or to secure the Securities, or to add additional covenants of the
Company or its Subsidiaries, or surrender rights and powers conferred on the
Company or its Subsidiaries, or to comply with any request of the SEC in
connection with qualifying the Indenture under the Act, or to make any change
that does not adversely affect the rights of any Securityholder, or to provide
for the issuance of Exchange Securities.

11.  Defaults and Remedies

     Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest or additional interest when due on the Securities; (ii)
default in payment of principal or premium, if any, on the Securities at Stated
Maturity, upon required repurchase or upon optional redemption pursuant to
paragraph 5 of the Securities, upon declaration or otherwise; (iii) the failure
by the Company to comply for 60 days after written notice with its other
agreements contained in the Indenture or under the Securities (other than those
referred to in (i) or (ii) above); (iv) (a) failure by the Company or any
Subsidiary Guarantor to pay indebtedness for money borrowed by the Company or
such Subsidiary Guarantor, as the case may be, in an aggregate principal amount
of at least $25,000,000, at the later of final maturity or the expiration of any
applicable grace period ("Payment Default") or (b) acceleration of the maturity
of indebtedness for money borrowed by the Company or any Subsidiary Guarantor,
as the case may be, in an aggregate principal amount of at least $25,000,000, if
that acceleration results from a default under the instrument giving rise to or
securing such indebtedness for money borrowed (the "cross acceleration
provision"); or (v) certain events of bankruptcy, insolvency or reorganization
of the Company (the "bankruptcy provisions"). However, a default under clause
(iii) will not constitute an Event of Default until the Trustee or the Holders
of at least 25% in principal amount of the outstanding Securities notify the
Company of the default and the Company does not cure such default within the
time specified in clause (iii) hereof after receipt of such notice.

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the Securities may declare all the
Securities by notice to the Company to be due and payable immediately.
Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default or Event of
Default (except a Default or Event of Default in payment of principal or
interest) if it determines that withholding notice is in their interest.

12.  Trustee Dealings with the Company


                                      B-6


<PAGE>   81

     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

13.  No Recourse Against Others

     An incorporator, director, officer, employee, affiliate or stockholder of
each of the Company, or any Subsidiary Guarantor, solely by reason of this
status, shall not have any liability for any obligations of the Company under
the Securities, the Indenture or any Subsidiary Guarantees or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Securityholder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.

14.  Authentication

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

15.  Abbreviations

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

16.  CUSIP Numbers

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

17.  Governing Law

     This Security shall be governed by, and construed in accordance with, the
laws of the State of New York.


                                      B-7


<PAGE>   82


     The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type. Requests may be made to:

                  Apogent Technologies Inc.
                  48 Congress Street
                  Portsmouth, New Hampshire  03801
                  Attention:  General Counsel



                                      B-8

<PAGE>   83


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

              _____________________________________________________
              (Print or type assignee's name, address and zip code)

                   __________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint ____________ agent to transfer this Security on the
books of the Company.  The agent may substitute another to act for him.


_______________________________________________________________________________


Date: _______________  Your Signature _________________________________________


Signature Guarantee:  _________________________________________________________
                                 (Signature must be guaranteed)


_______________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                      B-9


<PAGE>   84


                      [TO BE ATTACHED TO GLOBAL SECURITIES]


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


     The following increases or decreases in this Global Security have been
made:

<TABLE>
<CAPTION>
                                                                   Principal Amount of      Signature of
                 Amount of decrease in    Amount of increase in    this Global Security     authorized signatory
Date of          Principal Amount of      Principal Amount of      following such           of Trustee or
Exchange         this Global Security     this Global Security     decrease or increase     Securities Custodian
--------         ----------------------   ----------------------   ---------------------    ----------------------
<S>              <C>                      <C>                      <C>                       <C>

</TABLE>




                                      B-10


<PAGE>   85

                                                                      EXHIBIT C

            FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS

     This Supplemental Indenture, dated as of [__________] (this "Supplemental
Indenture" or "Guarantee"), among [name of future Subsidiary Guarantor] (the
"New Guarantor"), Apogent Technologies Inc. (together with its successors and
assigns, the "Company"), each other then existing Subsidiary Guarantor under the
Indenture referred to below, and The Bank of New York, as Trustee under the
Indenture referred to below.



                              W I T N E S S E T H:

     WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of April 4, 2001 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing
for the issuance of an aggregate principal amount of $325 million of 8% Senior
Notes due 2011 of the Company (the "Securities");

     WHEREAS, Section 3.5 of the Indenture provides that the Company is required
to cause each Subsidiary created or acquired by the Company and which becomes an
Existing Credit Agreement Guarantor to execute and deliver to the Trustee a
Supplemental Indenture pursuant to which such Subsidiary will unconditionally
Guarantee, on a joint and several basis with the other Subsidiary Guarantors,
the full and prompt payment of the principal of, premium, if any, and interest
on the Securities on a senior basis; and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Securityholder;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Company, the other Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:

                                    ARTICLE I

                                   Definitions

     SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein as
therein defined, except that the term "Holders" in this Guarantee shall refer to
the term "Holders" as defined in the Indenture and the Trustee acting on behalf
or for the benefit of such holders. The words "herein," "hereof" and "hereby"
and other words of similar import used in this Supplemental Indenture refer to
this Supplemental Indenture as a whole and not to any particular section hereof.


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<PAGE>   86

                                   ARTICLE II

                        Agreement to be Bound; Guarantee

     SECTION 2.1. Agreement to be Bound. The New Guarantor hereby becomes a
party to the Indenture as a Subsidiary Guarantor and as such will have all of
the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture. The New Guarantor agrees to be bound
by all of the provisions of the Indenture applicable to a Subsidiary Guarantor
and to perform all of the obligations and agreements of a Subsidiary Guarantor
under the Indenture.

     SECTION 2.2. Guarantee. The New Guarantor hereby fully, unconditionally and
irrevocably Guarantees, as primary obligor and not merely as surety, jointly and
severally with each other Subsidiary Guarantor, to each Holder of the Securities
and the Trustee, the full and punctual payment when due, whether at maturity,
upon redemption or repurchase, by declaration of acceleration or otherwise, of
the Obligations pursuant to Article X of the Indenture on a senior basis and
subject to the terms and conditions of the Indenture.

                                  ARTICLE III

                                  Miscellaneous

     SECTION 3.1. Notices. All notices and other communications to the New
Guarantor shall be given as provided in the Indenture to the New Guarantor, at
its address set forth below, with a copy to the Company as provided in the
Indenture for notices to the Company.

     SECTION 3.2. Parties. Nothing expressed or mentioned herein is intended or
shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.

     SECTION 3.3. Governing Law. This Supplemental Indenture shall be governed
by the laws of the State of New York.

     SECTION 3.4. Severability Clause. In case any provision in this
Supplemental Indenture 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 and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.

     SECTION 3.5. Ratification of Indenture; Supplemental Indentures Part of
Indenture; Trustee's Disclaimer. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture.


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<PAGE>   87


     SECTION 3.6. Counterparts. The parties hereto may sign one or more copies
of this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.

     SECTION 3.7. Headings. The headings of the Articles and the sections in
this Guarantee are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.


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<PAGE>   88


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

                                   [NEW GUARANTOR],
                                   as a Subsidiary Guarantor



                                   By:_______________________________________
                                      Name:
                                      Title:


                                   THE BANK OF NEW YORK, as Trustee



                                   By:_______________________________________
                                      Name:
                                      Title:


                                   APOGENT TECHNOLOGIES INC.



                                   By:_______________________________________
                                      Name:
                                      Title:


                                   [SUBSIDIARY GUARANTORS]



                                   By:_______________________________________
                                      Name:
                                      Title:


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